October 30, 2017 | Author: Anonymous | Category: N/A
Sep 11, 2013 Floor Area Ratio (FAR) - Gross Area. 2.89. 2.01. 1.15 .. 1.37. $. 1.61. $. Real Estate Taxes. 3,107,621. &n...
ATTACHMENT A PUBLIC NOTIFICATION
Pursuant to Municipal Code Section 9.04.20.20.080 and in accordance with the posting requirements set forth by the Zoning Administrator, prior to application filing the applicant posted a sign on the property regarding the subject application. At least 8 weeks prior to the public hearing date, the applicant submitted a photograph to verify the site posting and to demonstrate that the sign provides the following information: Project case number, brief project description, name and telephone number of applicant, site address, date, time and location of public hearing, and the City Planning Division phone number. It is the applicant's responsibility to update the hearing date if it is changed after posting. In addition, pursuant to Municipal Code Section 9.04.20.22.050, notice of the public hearing was mailed to all owners and residential and commercial tenants of property located within a (300 foot or 500 foot) radius of the project and published in the Santa Monica Daily Press at least ten consecutive calendar days prior to the hearing. The applicant provided the following information regarding attempts to contact area property owners, residents, and recognized neighborhood associations: Community Meetings December 15, 2009 Other: NOTE: The Commission stated at their October/November 2010 hearing that will not hear a project on Consent if the applicant has not contacted the neighborhood group.
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Attachment A Public Notification
NOTICE OF A PUBLIC HEARING BEFORE THE SANTA MONICA PLANNING COMMISSION SUBJECT:
Development Agreement 10-002 Bergamot Transit Village Center Development Agreement APPLICANT: Hines/26th Street LLC PROPERTY OWNER: Hines/26th Street LLC
A public hearing will be held by the Planning Commission to consider the following request: The applicant is requesting Planning Commission consideration and recommendation to the City Council of a Development Agreement for a mixed-use project consisting of 471 rental housing units, 27 artist work/live units, up to 374,423 sf of creative office space, up to 15,500 sf of restaurant space, and up to 13,891 sf of neighborhood retail space. The project would include surface easements for an extension of Nebraska Avenue between Stewart Street to 26th Street, a new north-south street within the Creative Office Phase of the project, and a new north-south street within the Residential Phase of the project. The project would have a building height that ranges between 60 feet and 84 feet. The project is proposing 1,936 parking spaces in a three-level subterranean parking garage. The project site consists of 310,504 sf (approximately 7.1 acres) and has frontage on Olympic Boulevard, 26th Street, and Stewart Street. As part of the Development Agreement, the proposed project would provide certain community benefits. Pursuant to Santa Monica Municipal Code (SMMC) Section 9.48.130, the Planning Commission shall hold a public hearing on the proposed development agreement and shall make its recommendation to the City Council for review. DATE/TIME:
WEDNESDAY, September 11, 2013, AT 7:00 PM
LOCATION:
City Council Chambers, Second Floor Santa Monica City Hall 1685 Main Street, Santa Monica, California
HOW TO COMMENT The City of Santa Monica encourages public comment. You may comment at the Planning Commission public hearing, or by writing a letter. Written information will be given to the Planning Commission at the meeting. Address your letters to:
Jing Yeo, AICP, Special Projects Manager Re: 10DEV-002 City Planning Division 1685 Main Street, Room 212 Santa Monica, CA 90401
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Attachment A Public Notification
MORE INFORMATION If you want more information about this project or wish to review the project file, please contact Jing Yeo at (310) 458-8341, or by e-mail at
[email protected]. The Zoning Ordinance is available at the Planning Counter during business hours and on the City’s web site at www.smgov.net. The meeting facility is wheelchair accessible. For disability-related accommodations, please contact (310) 458-8341 or (310) 458-8696 TTY at least 72 hours in advance. All written materials are available in alternate format upon request. Santa Monica Big Blue Bus Lines numbered 2, 3, Rapid 3, 8, and 9, serve City Hall. Pursuant to California Government Code Section 65009(b), if this matter is subsequently challenged in Court, the challenge may be limited to only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the City of Santa Monica at, or prior to, the public hearing. ESPAÑOL Esto es una noticia de una audiencia pública para revisar applicaciónes proponiendo desarrollo en Santa Monica. Si deseas más información, favor de llamar a Carmen Gutierrez en la División de Planificación al número (310) 458-8341.
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Attachment A Public Notification
ATTACHMENT B VALUE ENHANCEMENT ANALYSIS
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MEMORANDUM To:
Jing Yeo, City of Santa Monica
From:
Paul J. Silvern and David Berneman
Date:
August 29, 2013
Re:
Value Enhancement Analysis of the Bergamot Transit Village Center and Two Base Cases
At your request, HR&A Advisors, Inc. (HR&A) prepared estimates of the “value enhancement” associated with approval of Tier 3 development standards for the proposed Bergamot Transit Village Center mixed-use development in the City of Santa Monica (“City”), as compared with two base case development scenarios. The Bergamot Transit Village Center is being proposed by Hines, Inc. (“Hines”) for a 7.1-acre site fronting Olympic Boulevard between 26th Street and Stewart Street. It consists of 498 residential units, of which 57 will be designated as affordable to lower-income households (including 50 units for very low-income households), approximately 29,000 net square feet of neighborhood retail, approximately 374,000 net square feet of creative office space and about 1,930 subterranean parking spaces, and would require approval by the City of a Development Agreement (“Project”). The two base cases include: (1) an alternative that could be developed under the Tier 1 development standards, pursuant to the City’s 2010 Land Use and Circulation Elements Update (“2010 LUCE”) and consists of a new, twostory, 625,000 gross square foot mixed-use development with 188 dwelling units (of which 19 are designated affordable; 10% for very low-income households) and about 408,000 net square feet of commercial space; and (2) a zoning-compliant scenario that could be developed under current City zoning standards for the Project site, by adding a new mezzanine level within the existing building shell, such that would include about 310,500 net square feet of general and creative office space, but no retail or residential units. In this analysis, the measure of value enhancement for the proposed Project, as compared with the two base case scenarios, is the relative difference in “residual land value,” or the amount a developer could theoretically afford to pay for the land and still earn a market-responsive return on investment. Following a summary of the value enhancement results, this memo describes how the residual land values for each development scenario were estimated. Detailed calculations are included in Attachment A.
HR&A Advisors, Inc. | Los Angeles | New York | Washington, D.C.
SUMMARY OF BERGAMOT TRANSIT VILLAGE CENTER VALUE ENHANCEMENT RESULTS Based on financial models developed for each development scenario, as described below and shown in Attachment A to this memo, HR&A estimates that the proposed Project has a residual land value of about $54.2 million,1 which represents a value enhancement, as measured by difference in residual land value, of: About $25.7 million over the Tier 1 base case scenario About $8.2 million over the Zoning-Compliant base case scenario These comparisons are shown at the bottom of Table 1, which also summarizes the costs of development, net operating income and achievable market values for each of the three development scenario.
This estimate is about $22.1 million (-29%) less than the current assessed value of the land at the Project site ($76.3 million), which was acquired by Hines in July 2007.
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HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 2
Table 1 Value Enhancement Analysis Summary of Results, Bergamot Transit Village Project vs. Tier 1 Project Scenario and Zoning‐Compliant Project Scenario
Development Scenario LUCE Ti er Permi t Requi rement # Pa rcel s Bl dg. Hei ght (Feet) Stori es (#) Si te Area (SF) Gros s Bl dg. Area (SF) Fl oor Area Ra ti o (FAR) ‐ Gros s Area Fl oor Area Ra ti o (FAR) ‐ Net Area Net Lea s a bl e Area s Res identia l (SF) Ma rket Ra te Uni ts Afforda bl e Uni ts Tota l Uni ts Reta i l (SF) Offi ce (SF)
Proposed Project
Tier 1 Project
Zoning‐Compliant Project
3 DA 5 81 6‐7 310,500 895,998 2.89 2.47
1 As ‐of‐Ri ght 4 35 2 310,500 624,881 2.01 1.75
1 As ‐of‐Ri ght 1 35 2 310,500 357,000 1.15 1.00
363,094 441 57 498 29,391 374,423
134,950 169 19 188 29,611 378,814
‐ ‐ ‐ ‐ ‐ 310,500
Development Costs Land Cos ts Ha rd Cos ts Soft Cos ts Ci ty Permi ts a nd Fees Publ i c Benefi t Pa yments Other Soft Cos ts Fi na nci ng Cos ts Tota l Devel opment Cos t
See Below $ 246,298,175
See Below $ 165,374,088
See Below $ 59,772,825
$ 15,096,511 $ 2,285,000 $ 50,437,341 $ 29,558,412 $ 343,675,439
$ 9,895,097 $ ‐ $ 39,980,273 $ 20,254,975 $ 235,504,433
$ 9,657,580 $ ‐ $ 18,579,652 $ 5,135,387 $ 93,145,444
Les s : Commerci a l Lea s e‐up Revenue Les s : Res i denti a l Lea s e‐up Revenue
$ (11,272,673) $ (448,658)
$ (10,880,430) $ (163,137)
$ (6,812,438) $ ‐
Net Devel opment Cos t
$ 331,954,108
$ 224,460,866
$ 86,333,006
$ 9,444,065 $ (70,977) $ 1,543,777 $ 13,168,710
$ 3,727,763 $ (27,844) $ 1,555,333 $ 11,251,364
$ ‐ $ ‐ $ ‐ $ 9,222,332
$ 24,085,574
$ 16,506,616
$ 9,222,332
Project Component Values Res i denti a l ‐Ma rket Rate Res i denti a l ‐Affordable Retai l Offi ce
$ 195,731,912 $ (1,471,026) $ 24,899,629 $ 209,859,915
$ 77,259,337 $ (577,078) $ 25,086,016 $ 179,304,606
$ ‐ $ ‐ $ ‐ $ 146,969,441
Tota l Project Val ue
$ 429,020,430
$ 281,072,881
$ 146,969,441
$ 429,020,430 $ (42,902,043) $ (331,954,108)
$ 281,072,881 $ (28,107,288) $ (224,460,866)
$ 146,969,441 $ (14,696,944) $ (86,333,006)
$ 54,164,279 $174
$ 28,504,727 $92
$ 45,939,491 $148
Net Operating Income (NOI) Res i denti a l ‐Ma rket Rate Res i denti a l ‐Affordable Retai l Offi ce
1
Tota l Net Opera ti ng Income 1
1
Residual Land Value Estimate Tota l Project Va lue Les s : Devel oper Profi t Les s : Tota l Net Devel opment Cos t Residual Land Value (RLV) Total Per SF Land Area
1
Prepared by: HR&A Advi s ors , Inc.
HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 3
OVERVIEW OF THE RESIDUAL LAND VALUE ANALYSIS METHODOLOGY Residual land value, as used in the City’s value enhancement evaluation for Tier 3 developments that are subject to approval of a Development Agreement, is defined as the amount a developer could afford to pay for land for a given development site, based on the difference between: (1) the market value of the completed development at initial stabilization; (2) total costs of development (not including land cost); and (3) an allowance for developer profit. The residual land value estimates presented in this memo are based on detailed financial feasibility simulation models for the proposed Project and the two base cases with which the Project results are compared. Development costs (i.e., hard costs, soft costs and financing costs), operating revenues (i.e., rents, parking revenue and other land use-specific income sources) and annual operating expenses (i.e., typical land use-specific costs plus the proposed community benefit items that involve annual expenditures, as applicable) used in the analysis are based on a combination of assumptions provided by Hines for the proposed Project, which were independently reviewed by HR&A, and additional assumptions for all development scenarios that were developed by HR&A using a variety of data sources. The translation of net operating income into an estimate of market value for each scenario is based on land use-specific income capitalization rates (“cap rates”). The cap rates used in this analysis represent averages between two well-recognized data sources that cover the Los Angeles metro area real estate market. The developer profit assumption used in the analysis is equal to 10 percent of each scenario’s stabilized development market value, and represents the low end of a range often used in this type of analysis. The key calculation assumptions used in the modeling, and how the assumptions differ between the proposed Project and the two base cases, are discussed below and are also shown in the Attachment A. All dollar values in this analysis are stated in 2013 dollars, without inflation. SUMMARY OF THE PROPOSED PROJECT AND ITS RESIDUAL LAND VALUE The Project site is located at 1681 26th Street in the eastern portion of the City, and across the street from the future Olympic/26th Street Station for the Los Angeles County Metropolitan Transit Authority’s (Metro) Exposition (Expo) Light-Rail line, which will connect downtown Santa Monica to downtown Los Angeles. The approximately 7.1-acre project site is a flat, linear shaped parcel, consisting of two legal lots bound by Olympic Boulevard to the south, 26th Street to the west, commercial office uses to north, and Stewart Street to the east. The Project has been analyzed in a Draft and Final Environmental Impact Report (EIR). Subsequent to publication of the Draft EIR, and in response to public input and comment, Hines announced its intention to pursue Alternative 3 (Residential Project Alternative), which is described and analyzed in Draft EIR Chapter 6 (Alternatives to the Proposed Project). Alternative 3 includes demolition of the approximately 206,000 sf of vacant industrial and office buildings, surface parking areas, and limited vegetation currently located on the Project site and construction of five mixed-use buildings that would house creative office, retail/service, and residential uses totaling approximately 895,998 square feet (“s.f.”) of gross building area, as well as subterranean parking and ground floor recreational open space, as illustrated in Figure 1 on the following page.2 This version of the Project represents a further refinement of the originally-proposed Project which resulted from input and comments received from the City Council, Planning Commission, and the public. At the time of the Initial Study/Notice of Preparation (November 16, 2010), Hines had proposed an approximately 957,000 total square foot mixed-use project that included 566,573 sf of creative office, 83,712 sf of neighborhood serving retail/services, and 344 dwelling units.
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HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 4
Figure 1: Bergamot Transit Village Conceptual Site Plan
Source: Hines, Inc. and Gensler
HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 5
Based on further information provided by Hines and its architect, Gensler, the details of the Project’s land uses that were utilized in this analysis are shown in Table 2. Further details about the Project’s assumed physical characteristics are included in Attachment A, Appendix B (Program Summary). Table 2 Project Assumptions ‐ Bergamot Transit Village Center Market Rate Units SF/Unit 164 369 82 530 24 580 105 859 62 980 4 1,307 441
Residential Space Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR Total
NSF 60,596 43,470 13,923 90,221 60,771 5,227 274,208
Unit Total/Avg. Total Residential
NSF 309,729 363,094
Units 498
Commercial Space Retail Office
NSF 29,391 374,423
Units
Parking Retail/Office Residential
Spaces 1,189 747
13 73
Rent $1,600 $2,500 $2,600 $3,175 $3,275 $4,420
NSF 1,084 540
Affordable ‐ Low Units SF/Unit 3 361 1 540
2,523
3
4,147
7
841
Rent $680 $778 $875
NSF 6,927 4,380 1,821 10,193 6,821 1,232 31,374
Affordable ‐ Very Low Units SF/Unit 19 365 8 548 3 607 12 849 7 974 1 1,232 50
Wtd Avg Wtd Avg SF/Unit Rent 622 $2,458 Per Unit
SF/Unit 2,261 5,160
Rent $57.00 PSF $54.00 PSF
Prepared by: HR&A Advisors, Inc.
The Project proposes to utilize “Tier 3” development standards as allowed by the 2010 LUCE. City approval of Tier 3 standards requires, among other things, commitments by Hines to provide various “community benefits,” which are subject to negotiation between Hines and the City and then memorialized in a Development Agreement. As discussed further below, the analysis presented herein includes all community benefit items that have been agreed to by Hines and City staff as of the date of this report, and can be reflected as a cost of development. In the residual land value analysis, these community benefits are represented as either one-time, constructionrelated expenditures or annual operating expenditures. Development Costs The Project’s total development cost includes direct or “hard” construction costs, “soft costs” (e.g., professional fees and City permits, among others) and financing costs. Table 3 summarizes the development costs for the proposed Project, by primary land use category and total. Key assumptions are noted below, and all of the calculation details are provided in Attachment A, Appendix B-1.
HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 6
Rent $567 $648 $648 $729 $729 $810
Table 3 Development Costs - Bergamot Transit Village Project Project Elements
Office/Retail
Per GSF
Per NSF
Residential
Per NSF
Per Unit
Per GSF
Per NSF
$ 148,078,376 $ 4,657,500
$ 165.27 $ 5.20
$ 193.08 $ 6.07
$1,893 $563 $50 $1,367 $0 $0 $2,900 $47,556 $11,665
$ 1,958,683 $ 561,000 $ 50,000 $ 1,350,000 $ 14,228,074 $ 1,116,858 $ 1,444,200 $ 61,125,000 $ 11,728,484
$ 2.19 $ 0.63 $ 0.06 $ 1.51 $ 15.88 $ 1.25 $ 1.61 $ 68.22 $ 13.09
$ 2.55 $ 0.73 $ 0.07 $ 1.76 $ 18.55 $ 1.46 $ 1.88 $ 79.70 $ 15.29
$335.98
$244,967
$ 246,298,175
$ 274.89
$ 321.16
Ha rd Cos t Bui l di ng Core & Shell Cos t Demo On‐Si te Improvements New Streets , Si dewa l ks & La nds ca pi ng Tra ffi c Si gna l s (2) Tra ffi c Si gna l Synchroniza tion (2) Uti l i ty Line Undergroundi ng Offi ce Tena nt Improvements Reta i l Tena nt Improvements Res identi a l Common Area Ameni ti es Subterra nea n Pa rki ng Conti ngency
$ 61,298,910 $ 2,308,980
$138.00 $5.20
$151.80 $5.72
$ 86,779,466 $ 2,348,520
$239.00 $6.47
$174,256 $4,716
$ 1,016,009 $ 280,500 $ 25,000 $ 669,269 $ 14,228,074 $ 1,116,858 $ ‐ $ 37,441,950 $ 5,919,277
$2.29 $0.63 $0.06 $1.51 $32.03 $2.51 $0.00 $84.29 $13.33
$2.52 $0.69 $0.06 $1.66 $35.23 $2.77 $0.00 $92.72 $14.66
$ 942,674 $ 280,500 $ 25,000 $ 680,731 $ ‐ $ ‐ $ 1,444,200 $ 23,683,050 $ 5,809,207
$2.60 $0.77 $0.07 $1.87 $0.00 $0.00 $3.98 $52.42 $16.00
Subtota l Ha rd Cos ts
$ 124,304,827
$279.84
$307.83
$ 121,993,348
Total
Soft Costs Ci ty Permi ts & Fees Publi c Benefi t Pa yments Expo Buffer Contri buti on TMA Contri buti on Bi ke Sha re Contri buti on Bi g Bl ue Bus Contri buti on Hi s tori c Pres erva tion Progra ms
7,484,162
$16.85
$18.53
$ 7,612,349
$20.97
$15,286
$ 15,096,511
$ 16.85
$ 19.68
$ 1,053,096 $ 30,000 $ 20,000 $ 80,000 $ 25,000
$2.37 $0.07 $0.05 $0.18 $0.06
$2.61 $0.07 $0.05 $0.20 $0.06
$ 946,904 $ ‐ $ ‐ $ 80,000 $ 50,000
$2.61 $0.00 $0.00 $0.22 $0.14
$1,901 $0 $0 $161 $100
$ 2,000,000 $ 30,000 $ 20,000 $ 160,000 $ 75,000
$ 2.23 $ 0.03 $ 0.02 $ 0.18 $ 0.08
$ 2.61 $ 0.04 $ 0.03 $ 0.21 $ 0.10
Subtota l Publ i c Benefi t Pa yments A&E/Other Profes s i ona ls Marketi ng/Lea s i ng Commi s s i ons Lega l & Accounti ng Rea l Es ta te Ta xes Ins ura nce Devel oper Fee Conti ngency
$ 1,208,096 $ 7,458,290 $ 12,017,505 $ 621,524 $ 3,107,621 $ 1,243,048 $ 4,951,723 $ 1,142,759
$2.72 $16.79 $27.05 $1.40 $7.00 $2.80 $11.15 $2.57
$2.99 $18.47 $29.76 $1.54 $7.70 $3.08 $12.26 $2.83
$ 1,076,904 $ 7,319,601 $ 2,723,205 $ 609,967 $ 3,049,834 $ 1,219,933 $ 4,139,784 $ 832,547
$2.97 $20.16 $7.50 $1.68 $8.40 $3.36 $11.40 $2.29
$2,162 $14,698 $5,468 $1,225 $6,124 $2,450 $8,313 $1,672
$ 2,285,000 $ 14,777,891 $ 14,740,710 $ 1,231,491 $ 6,157,454 $ 2,462,982 $ 9,091,507 $ 1,975,306
$ 2.55 $ 16.49 $ 16.45 $ 1.37 $ 6.87 $ 2.75 $ 10.15 $ 2.20
$ 2.98 $ 19.27 $ 19.22 $ 1.61 $ 8.03 $ 3.21 $ 11.85 $ 2.58
Subtota l Soft Cos ts
$ 39,234,728
$88.33
$97.16
$ 28,584,124
$78.72
$57,398
$ 67,818,852
$ 75.69
$ 88.43
Financing Costs Cons truction Loa n Interes t Cons truction Loa n Fees Perma nent Loa n Fees & Cos ts
$ 11,693,078 $ 2,861,942 $ 834,052
$26.32 $6.44 $1.88
$28.96 $7.09 $2.07
$ 10,766,289 $ 2,635,106 $ 767,945
$29.65 $7.26 $2.12
$21,619 $5,291 $1,542
$ 22,459,367 $ 5,497,048 $ 1,601,997
$ 25.07 $ 6.14 $ 1.79
$ 29.29 $ 7.17 $ 2.09
$ 29,558,412
$ 32.99
$ 38.54
Subtota l Fi nanci ng Cos ts
$ 15,389,072
$34.64
$38.11
$ 14,169,340
$39.02
$28,452
Total Development Cost Les s : Commercia l Lea s e‐up Revenue Les s : Res i dentia l Lea s e‐up Revenue
$ 178,928,626 $ (11,272,673) $ ‐
$402.82 ‐$25.38 $0.00
$443.10 ‐$27.92 $0.00
$ 164,746,812 $ ‐ $ (448,658)
$453.73
$330,817
‐$1.24
‐$901
Net Development Cost
$ 167,655,953
$377.44
$415.18
$ 164,298,154
$452.49
$329,916
$ 343,675,439 $ 383.57 $ 448.13 $ (11,272,673) $ (12.58) $ (14.70) $ (448,658) $ (0.50) $ (0.59) $ 331,954,108
$ 370.49
Prepa red by: HR&A Advi s ors ,Inc.
Hard Costs. The analysis assumes Type IIIB construction (i.e., wood frame over a concrete podium). Costs per square foot for shell and core construction were provided by Hines. The assumed costs range from $151.80 per net square foot for commercial construction to $239.00 per net square foot for residential construction, including an assumed two percent premium to achieve a LEEDGold standard. Overall, these costs are about 17 percent less than costs derived from the Marshall & Swift Commercial Cost Estimator software using Los Angeles-area values as of the second quarter of 2013, which is often used by appraisers.
HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 7
$ 432.85
Three levels of subterranean parking are assumed at an average cost of $30,000 per space for the first two subterranean levels and $35,000 per space for the third level, based on various data sources, including information developed for recent City parking management studies. Other elements of hard cost include demolition ($15/s.f. of land area), office and retail tenant improvements ($38/net s.f.), residential common area furniture, fixtures and equipment including a pool ($2,900/residential unit), and a hard cost contingency factor (5% of other hard costs). The analysis of hard costs also includes several of the proposed community benefits, based on the current state of negotiations between Hines and City staff. Among the community benefits Hines has agreed to provide, which are included as hard costs, are new streets and associated sidewalks, landscaping and traffic signals required to divide the existing superblock into five parcels, consistent with the new Bergamot Area Plan ($2.5 million), and undergrounding of utility lines ($1.4 million). Soft Costs. These include architectural, engineering and related professional fees (6% of total hard costs); all applicable City planning permits, building permits, development fees (including the new Transportation Impact Fee) and other construction-related permits, which sum to $16.85 per gross s.f. (see calculation details in Attachment A, Appendix C); marketing/leasing commission fees for commercial space ($29.76/net leasable s.f.) and apartments ($7.50/net leasable s.f.); legal and accounting costs (0.5% of total hard costs); insurance (1% of total hard costs); construction period property taxes (1.25% x hard costs over two years of construction); a developer’s project management fee (3% of total hard and other soft costs), and a soft cost contingency (3% of the subtotal of all other soft costs). Among the community benefits included with soft costs are one-time payments for a buffer around the Olympic/26th Street Expo Station ($2 million); a contribution toward formation of a Transportation Management Association ($30,000); a contribution toward the cost of a bicycle sharing facility ($20,000); a contribution for the City’s Big Blue Bus system ($160,000); and a contribution to historic preservation programs ($75,000). Financing Costs. The analysis assumes a 24-month construction period for buildout of the Project as a whole,3 an interest-only construction loan equal to hard and soft costs, an interest rate of 5.5 percent, an average outstanding loan balance of 65 percent, and a 1.75 percent construction loan fee. For the permanent loan fee we assumed a loan equal to 68 percent of the hard and soft costs and a 0.75 percent loan fee, based on information from Hines. Construction Period Lease-Up Revenue. The subtotal of hard costs, soft costs and financing costs is then adjusted to account for commercial and apartment rental income that Hines estimates will be derived during a 12-month post-construction period until stabilized (i.e., 95%) occupancy is achieved. This net total development cost is used in the residual land value calculation. Stabilized Annual Net Operating Income (NOI) The next set of financial model calculations concerns annual Net Operating Income (i.e., revenues minus costs), once construction is completed and the commercial and residential space is leased. The calculations involve assumptions about average rents, parking income and other miscellaneous income, a stabilized occupancy rate (or conversely, vacancy rate), and various annual operating expenses. Among the key income assumptions used in the analysis are the following: This assumption is for analytic purposes only. Project development could be phased over many years, pursuant to the terms of the Development Agreement.
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HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 8
Market rate apartment rents were benchmarked to the Plaza at the Arboretum apartment development located in the same general area as the Project site, and adjusted up to reflect differences in average unit sizes and the higher level of residential amenities planned for the Project. Monthly rents range from $1,600 for a studio to $4,420 for a 3-bedroom unit.
Residential parking income (for market rate units only) is assumed at $110 per residential parking space per month, based on rates charged in the Project vicinity. Parking for affordable units is included with the base rent, and is available for a cash-out payment from the developer for surrendering use of the parking space.
Premium apartment income of $205 per unit per year is assumed for a percentage of tenants for on-site storage units and extra rent for pets.
Miscellaneous apartment income from laundry and other residential facilities is assumed at three percent of gross rental income.
Affordable rents are based on the City’s recently amended calculation table for the Affordable Housing Production Program.
Retail rent is assumed at $4.75 NNN per rentable s.f. per month, based on review of rents for comparable space in the Project vicinity, and represents a blended average for general retail and dining uses.
Creative office rent is assumed at $4.50 per rentable s.f. per month, full-service gross, based on review of rent for comparable space in the Project vicinity.
Weighted average parking income for reserved ($240/mo.), unreserved ($165/mo.) and guest ($40/day) commercial parking spaces was translated to an estimate of $6.99 per net s.f. of office and retail floor area per year, but allocated 100 percent as an office revenue.
Among the key operating expense assumptions used in the analysis are the following:
A vacancy and collection loss factor of five percent of gross residential, retail and office income.
General residential operating expenses, including a management fee, of $9,119 per unit per year, based on data for comparable market rate apartments. This same average cost applies to the affordable units, due to the fact that the affordable units are assumed to be integrated throughout the residential component of the Project.
An apartment replacement reserve of $150 per unit per year.
The market rate apartments operating expenses also include the negotiated cost of a transit subsidy for all residential tenants ($112,946 per year) and a share of an annual contribution to historic preservation programs ($2,332 per year).
Unreimbursed retail operating expenses of three percent of effective gross income.
Office general operating expenses of $12.50 per rentable s.f. per month.
Real estate taxes at 1.25 percent of estimated office space capitalized value.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 9
For the office uses only, the negotiated community benefits annual contributions for a Transportation Management Association ($15,000); a bike share facility ($20,000); child care facilities ($200,000); historic preservation programs ($2,668); a van pool subsidy ($65,250); and a parking cash-out program ($456,748).
The NOI results for the proposed Project, which sum to $24.1 million, are shown in Table 4. Calculation details are shown in Attachment A, Appendix D.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 10
Table 4 Net Operating Income ‐ Bergamot Transit Village Project Residential Market Rate Apartments Gross Rental Income per Year Parking Income (annual) Premium Income (annual) Other Misc. Income (annual)
$ 13,006,860 $ 877,800 $ 90,405 $ 390,206
Total Gross Income Less: Vacancy & Collection Loss Effective Gross Income (EGI) Less: Operating Expenses & Mgmt. Fee Less: Replacement Reserve Less: Annual Community Benefit Payments Residential Transit Subsidy Historic Preservation Programs
Per NSF $41.40 $2.79 $0.29 $1.24
Per Unit $29,494 $1,990 $205 $885
$ 14,365,271 $ (718,264)
$45.72 ‐$2.29
$32,574 ‐$1,629
$ 13,647,007 $ (4,021,479) $ (66,150)
$43.44 ‐$12.80 ‐$0.21
$30,946 ‐$9,119 ‐$150
$ (112,946) $ (2,332)
‐$0.36 ‐$0.01
‐$256 ‐$5
Net Operating Income ‐ Market Rate Residential
$ 9,444,100
$30.06
$21,415
Affordable Apartments Gross Rental Income per Year Parking Income (unbundled parking assumed) Premium Income (annual) Other Misc. Income (annual)
$ 456,060 $ ‐ $ 11,685 $ 13,682
Per NSF $11.42 $0.00 $0.29 $0.34
Per Unit $8,001 $0 $205 $240
Total Gross Income Less: Vacancy & Collection Loss
$ 481,427 $ (24,071)
$12.05 ‐$0.60
$8,446 ‐$422
Effective Gross Income (EGI) Less: Operating Expenses & Mgmt. Fee Less: Replacement Reserve
$ 457,356 $ (519,783) $ (8,550)
$11.45 ‐$13.01 ‐$0.21
$8,024 ‐$9,119 ‐$150
Net Operating Income ‐ Affordable Residential
$ (70,977)
‐$1.78
‐$1,245
Retail Gross Annual Rental Income (NNN) Less: Vacancy & Collection Loss
$ 1,675,287 $ (83,764)
Per NSF $57.00 ‐$0.22
Effective Gross Income (EGI) Less: Unreimbursed Operating Expenses
$ 1,591,523 $ (47,746)
$4.51 ‐$0.15
Net Operating Income ‐ Retail
$ 1,543,777
$39.76
$ 20,218,842
Per NSF $54.00
$ 2,822,660
$7.54
Gross Rental Income/Year Less: Vacancy & Collection Loss
$ 23,041,502 $ (1,152,075)
$61.54 ‐$3.08
Effective Gross Income (EGI) Less: Annual Community Benefit Payments4 TMA Contribution Bike Share Facility Child Care Contribution Historic Preservation Programs Van Pool Subsidy Parking Cash‐Out Program Less: Operating Expenses Less: Real Estate Taxes
$ 21,889,427
$58.46
$ (15,000) $ (25,000) $ (200,000) $ (2,668) $ (65,250) $ (456,748) $ (4,680,288) $ (3,275,791)
‐$0.04 ‐$0.07 ‐$0.53 ‐$0.01 ‐$0.17 ‐$1.22 ‐$12.50 ‐$8.75
Net Operating Income ‐ Office
$ 13,168,682
$35.17
Total Net Operating Income
$ 24,085,574
$64.33
Office Gross Annual Rental Income (FSG) Parking Income/Year (incl. Retail) Proposed Project
Prepapred by: HR&A Advisors, Inc.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 11
Completed Value The next component of the analysis includes estimating the sale value of the Project at initial stabilization following completion of construction and lease-up to 95 percent occupancy. This is calculated by dividing the stabilized net operating income for each prototype by an income capitalization rates (or “cap rate”) that applies to each land use. The assumed cap rates represent the average between midpoint values for the Los Angeles metro area as provided by the CBRE commercial real estate company, as of February 2013, and quarterly data published by the Real Estate Research Corporation for the Los Angeles metro area for the second quarter of 2013. As shown in Table 5, the resulting market value of the proposed Project is $429.0 million, or $559 per square foot of rentable floor area. Further calculation details are shown in Attachment A, Appendix E. Table 5 Project Value & Residual Land Value ‐ Bergamot Transit Village Project Rates Residential‐Market Rate Net Operating Income Cap Rate Value (NOI/Cap Rate) Residential‐Affordable Net Operating Income Cap Rate Value (NOI/Cap Rate) Retail Net Operating Income Cap Rate Value (NOI/Cap Rate) Office Net Operating Income Cap Rate Value (NOI/Cap Rate)
$ 9,444,065
Residual Land Value Total Per SF Land Area 1
Per Unit $21,415
4.83% $ 195,731,912
$606 $443,837
$ (70,977)
‐$2
‐$1,245
$ (1,471,026)
‐$37
‐$25,807
$ 1,543,777
$53
$ 24,899,629
$847
$ 13,168,710
$35
$ 209,859,915
$560
$ 429,020,430
$559
$ 429,020,430 $ (42,902,043) $ (331,954,108)
$559 ‐$56 ‐$433
$ 54,164,279 $174
$70
4.83%
6.20%
6.28%
Total Project Value Residual Land Value Estimate Total Project Value Less: Developer Profit Less: Total Net Development Cost
Per NSF $29
10.00%
10% x Total Total Project Value.
Prepared by: HR&A Advisors, Inc.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 12
Residual Land Value Results for Proposed Project As noted above, residual land value was calculated as capitalized project value minus total development cost and minus an allowance for developer profit (10.0% x capitalized project value). As shown in the bottom section of Table 5, above, the calculated residual land value for the proposed Project is about $54.2 million, or $174 per square foot of land area. TIER 1 BASE CASE ANALYSIS Overview of the Tier 1 Scenario The Tier 1 base case scenario is a new development, mixed-use concept that could fit within the 2010 LUCE standards for a Tier 1 development – i.e., two stories and 35 feet in height. Table 6 provides a comparison between the profile of the proposed Project and the Tier 1 base case scenario. Overall, the Tier 1 base case has 30 percent less gross floor area than the proposed Project. And, compared with the proposed Project, the Tier 1 base case features a larger proportion of commercial floor are (75% versus 53% in the Project) and a correspondingly smaller proportion of residential floor area (25% versus 47%), and 62 percent fewer residential units (-310 units).
Table 6 Bergamot Transit Village vs. Tier 1 Base Case Characteristics Development Scenario LUCE Ti er Permi t Requi rement # Pa rcel s Bl dg. Hei ght (Feet) Stori es (#) Si te Area (SF) Gros s Bl dg. Area (SF) Fl oor Area Ra ti o (FAR) ‐ Gros s Area Fl oor Area Ra ti o (FAR) ‐ Net Area Net Lea s a bl e Area s Res i denti a l (SF) Ma rket Ra te Uni ts Afforda bl e Uni ts Tota l Uni ts Reta i l (SF) Offi ce (SF) La nd Us e Mi x Res i denti a l % Commerci a l %
Differences
Proposed Project
Tier 1 Project
3 DA 5 81 6‐7 310,500 895,998 2.89 2.47 766,908 363,094 441 57 498 29,391 374,423
1 As ‐of‐Ri ght 4 35 2 310,500 624,881 2.01 1.75 543,375 134,950 169 19 188 29,611 378,814
47% 53%
25% 75%
(1) (46) (4‐5) ‐ (271,117) (0.88) (0.72) (223,533) (228,144) (272) (38) (310) 220 4,391
‐57%
‐30%
‐29%
‐62% 1% 1% ‐23% 23%
Prepa red by: HR&A Advi s ors , Inc.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 13
Development Costs Inasmuch as the Tier 1 scenario consists of generally the same land uses as the proposed Project, most of the development costs are the same on a per-s.f. basis as in the proposed Project, but applied to the differences in floor area by land use and the overall smaller total floor area in the Tier 1 scenario. Major differences include somewhat lower shell and core construction costs due to the lack of an explicit requirement to achieve a LEED-Gold standard, and the elimination of all community benefit payments associated with the Project. The Tier 1 base case would incur lower City fees for planning permits, due to the elimination of the Development Agreement and EIR. Application of formula-based City development mitigation fees would, however, be similar to the total amount for the proposed Project, despite the Tier 1 scenario’s smaller scale, but most other soft costs (e.g., architectural and engineering fees, developer fee and contingency) and financing costs would be reduced in direct proportion to the smaller scale of this base case. Table 7 provides a comparison of the major development cost categories for the Tier 1 base case scenario with the proposed Project. The overall development cost for the Tier 1 base case scenario is about $107.5 million (-32%) less than for the proposed Project. All development cost calculation details for the Tier 1 base case scenario are included in Attachment A, Appendix B-2 and Appendix C.
Table 7 Bergamot Transit Village vs. Tier 1 Base Case Development Costs Differences
Proposed Project
Tier 1 Project
$ 246,298,175
$ 165,374,088
$ (80,924,087)
‐33%
$ 15,096,511 $ 2,285,000 $ 50,437,341 $ 29,558,412
$ 9,895,097 $ ‐ $ 39,980,273 $ 20,254,975
$ (5,201,414) $ (2,285,000) $ (10,457,068) $ (9,303,437)
‐34% ‐100% ‐21% ‐31%
Tota l Devel opment Cos t Les s : Commerci a l Lea s e‐up Revenue Les s : Res i denti a l Lea s e‐up Revenue
$ 343,675,439 $ (11,272,673) $ (448,658)
$ 235,504,433 $ (10,880,430) $ (163,137)
$ (108,171,006) $ 392,243 $ 285,521
‐31% ‐3% ‐64%
Net Devel opment Cos t
$ 331,954,108
$ 224,460,866
$ (107,493,242)
‐32%
Development Costs Ha rd Cos ts Soft Cos ts Ci ty Permi ts a nd Fees Publ i c Benefi t Pa yments Other Soft Cos ts Fi na nci ng Cos ts
Prepa red by: HR&A Advi s ors , Inc.
Stabilized Annual Net Operating Income (NOI) As with the development cost profile of the Tier 1 scenario, the principal income and operating cost characteristics are generally the same as for the proposed Project, but applied to the differences in land uses and smaller scale of the Tier 1 scenario. Major assumptions differences from the proposed Project include: (1) slightly lower assumed office rent ($4.33/s.f./mo. versus $4.50/s.f./mo.) to reflect fewer development amenities; and (2) none of the Project’s community benefits that are reflected as annual operating costs. Table 8 provides a comparison of the resulting net operating income category differences between the Tier 1 base case scenario and the proposed Project. Overall total net operating income for the smaller, more commercial land use-focused Tier 1 base case scenario is about $7.6 million (-31%) less than for the proposed
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 14
Project. All NOI calculation details for the Tier 1 base case scenario are included in Attachment A, Appendix D. Table 8 Bergamot Transit Village vs. Tier 1 Base Case Net Operating Income
Residential‐Market Rate Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es Net Opera ti ng Income Residential‐Affordable Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es Net Opera ti ng Income Retail Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es
Proposed Project
Tier 1 Project
$ 13,647,007 $ (4,200,575)
$ 5,294,224 $ (1,566,461)
$ 9,444,100
$ 3,727,763
$ 457,356 $ (528,333)
$ 148,267 $ (176,111)
$ (70,977)
$ (27,844)
$ 1,591,523 $ (47,746)
$ 1,603,436 $ (48,103)
Differences
$ (5,716,337)
‐61%
$ 43,133
‐61%
$ 11,556
1%
Net Opera ti ng Income Office Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es
$ 1,543,777
$ 1,555,333
$ 21,889,427 $ (7,956,079)
$ 18,785,386 $ (7,534,022)
Net Opera ti ng Income
$ 13,168,682
$ 11,251,364
$ (1,917,318)
‐15%
Total Net Operating Income
$ 24,085,574
$ 16,506,616
$ (7,578,958)
‐31%
Prepa red by: HR&A Advi s ors , Inc.
Completed Value When the preceding profile of NOI is translated into a total market value at stabilized operation, the value reduction pattern is directly proportional to the differences in NOI from the proposed Project. As shown in Table 9, total value for the smaller, more commercial land use-focused Tier 1 base case scenario at initial stabilization is about $148.0 million (-34%) less than for the proposed Project. All market value calculation details for the Tier 1 base case scenario are included in Attachment A, Appendix E.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 15
Table 9 Bergamot Transit Village vs. Tier 1 Base Case Project Values Differences
Proposed Project
Tier 1 Project
4.83% $ 195,731,912
4.83% $ 77,259,337
$ (118,472,575)
‐61%
4.83% $ (1,471,026)
4.83% $ (577,078)
$ 893,948
‐61%
1%
Residential‐Market Rate Ca p Ra te Va l ue (NOI/Ca p Ra te) Residential‐Affordable Ca p Ra te Va l ue (NOI/Ca p Ra te) Retail Ca p Ra te Va l ue (NOI/Ca p Ra te) Office Ca p Ra te Va l ue (NOI/Ca p Ra te)
6.20% $ 24,899,629
6.20% $ 25,086,016
$ 186,387
6.28% $ 209,859,915
6.28% $ 179,304,606
$ (30,555,309)
‐15%
Total Project Value
$ 429,020,430
$ 281,072,881
$ (147,947,549)
‐34%
Prepa red by: HR&A Advi s ors , Inc.
Residual Land Value Results for the Tier 1Base Case Scenario Table 10 shows that, based on the foregoing analysis, after deducting total development costs and an allowance for developer profit from capitalized Tier 1 scenario value, the implied residual land value for the Tier 1 base case scenario is about $28.5 million, or $25.7 million less (-47%) than for the proposed Project. Stated another way, the proposed Project represents a value enhancement of $25.7 million over the Tier 1 base case scenario.
Table 10 Bergamot Transit Village vs. Tier 1 Base Case Residual Land Values Proposed Project
Tier 1 Project
Total Project Value Less: Developer Profit Less: Total Net Development Cost
$ 429,020,430 $ (42,902,043) $ (331,954,108)
$ 281,072,881 $ (28,107,288) $ (224,460,866)
Residual Land Value Amount Per SF of Land Area
$ 54,164,279 $174
$ 28,504,727 $92
Differences
‐$25,659,552 ‐$82
‐47% ‐47%
Prepared by: HR&A Advisors, Inc.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 16
ZONING-COMPLIANT BASE CASE ANALYSIS Overview of the Zoning Compliant Scenario The Zoning Compliant base case scenario corresponds to Draft EIR Alternative #2: No Project/Reasonably Foreseeable Development (Zoning Compliant). It would involve adding a new mezzanine level with about 104,000 s.f. within the frame of the existing one-story industrial building located on the Project site. The entire building would be renovated and reused for 310,500 s.f. of general and creative office uses, but no retail or residential space would be included. Table 11 provides a comparison between the profile of the proposed Project and the Zoning Compliant base case scenario. It shows that the Zoning Compliant base case features about 60 percent less floor area as the proposed Project, and is 100 percent in commercial use.
Table 11 Bergamot Transit Village vs. Zoning Compliant Base Case Characteristics Development Scenario LUCE Ti er Permi t Requi rement # Pa rcel s Bl dg. Hei ght (Feet) Stori es (#) Si te Area (SF) Gros s Bl dg. Area (SF) Fl oor Area Ra ti o (FAR) ‐ Gros s Area Fl oor Area Ra ti o (FAR) ‐ Net Area Net Lea s a bl e Area s Res i denti a l (SF) Ma rket Ra te Uni ts Afforda bl e Uni ts Tota l Uni ts Reta i l (SF) Offi ce (SF) La nd Us e Mi x Res i denti a l % Commerci a l %
Proposed Project
Zoning Compliant Project
3 DA 5 81 6‐7 310,500 895,998 2.89 2.47 766,908 363,094 441 57 498 29,391 374,423
1 As ‐of‐Ri ght 2 35 1 310,500 357,075 1.15 1.00 310,500 ‐ ‐ ‐ ‐ ‐ 310,500
47% 53%
0% 100%
Differences
(3) (46) (4‐5) ‐ (538,923) (1.74) (1.47) (456,408) (363,094) (441) (57) (498) (29,391) (63,923)
‐57%
‐60%
‐60%
‐100% ‐100% ‐17% ‐47% 47%
Prepa red by: HR&A Advi s ors , Inc.
Development Costs Analysis of the Zoning Compliant base case assumes less expensive building commercial shell and core construction cost ($126.47 per net s.f.) than both the proposed Project ($151.80) and the Tier 1 base case ($155.25), and significantly less expensive surface parking for 600 vehicles ($1,000 per space) rather than 100 percent subterranean parking. Most other development costs are the same on a per-s.f. basis as for the proposed Project, but applied to the Zoning Compliant base case’s smaller amount of floor area and/or total hard cost. Other major differences from the development costs for the proposed Project are the elimination of all community benefit HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 17
payments associated with Project construction, and lower City fees for planning permits, due to the elimination of the Development Agreement and EIR. But formula-based City development mitigation fees would actually be higher than for the proposed Project, due to the child care fee on office space, which is counted with community benefits in the proposed Project, rather than as a City development fee. Table 12 provides a comparison between the major development cost categories for the Zoning Compliant base case scenario and the proposed Project. The overall development cost for the Zoning Compliant base case scenario is about $245.6 million (-74%) less than for the proposed Project. All development cost calculation details for the Zoning Compliant base case scenario are included in Attachment A, Appendix B-3 and Appendix C.
Table 12 Bergamot Transit Village vs. Zoning Compliant Base Case Development Costs Proposed Project
Zoning Compliant Project
Differences
Development Costs Ha rd Cos ts Soft Cos ts Ci ty Permi ts a nd Fees Publ i c Benefi t Payments Other Soft Cos ts Fi na nci ng Cos ts
$ 246,298,175
$ 59,772,825
$ (186,525,350)
‐76%
$ 15,096,511 $ 2,285,000 $ 50,437,341 $ 29,558,412
$ 9,657,580 $ ‐ $ 18,579,652 $ 5,135,387
$ (5,438,931) $ (2,285,000) $ (31,857,689) $ (24,423,025)
‐36% ‐100% ‐63% ‐83%
Tota l Devel opment Cos t Les s : Commerci a l Lea s e‐up Revenue Les s : Res i denti a l Lea s e‐up Revenue
$ 343,675,439 $ (11,272,673) $ (448,658)
$ 93,145,444 $ (6,812,438) $ ‐
$ (250,529,995) $ 4,460,235 $ 448,658
‐73% ‐40% ‐100%
Net Devel opment Cos t
$ 331,954,108
$ 86,333,006
$ (245,621,102)
‐74%
Prepa red by: HR&A Advi s ors , Inc.
Stabilized Annual Net Operating Income (NOI) The principal income and operating cost characteristics for the Zoning Compliant base case scenario are very different from the proposed Project, due to the more limited range of uses. Major assumptions differences from the proposed Project include: (1) no residential or retail land uses; (2) somewhat lower assumed office rent ($4.33/s.f./mo. versus $4.50/s.f./mo.) to account for fewer development amenities than in the proposed Project; and (3) none of the Project’s community benefits that are reflected as annual operating costs. Table 13 provides a comparison between the resulting net operating income categories for the Zoning Compliant base case scenario and the proposed Project. Overall total net operating income for the smaller, more commercial land use-focused Zoning Compliant base case scenario is about $14.9 million (-62%) less than for the proposed Project. All NOI calculation details for the Zoning Compliant base case scenario are included in Attachment A, Appendix D.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 18
Table 13 Bergamot Transit Village vs. Zoning Compliant Base Case Net Operating Income Proposed Project Residential‐Market Rate Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es Net Opera ti ng Income Residential‐Affordable Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es Net Opera ti ng Income Retail Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es
Zoning Compliant Project
$ 13,647,007 $ (4,200,575)
$ ‐ $ ‐
$ 9,444,100
$ ‐
$ 457,356 $ (528,333)
$ ‐ $ ‐
$ (70,977)
$ ‐
$ 1,591,523 $ (47,746)
$ ‐ $ ‐
Differences
$ (9,444,100)
‐100%
$ 70,977
‐100%
$ (1,543,777)
‐100%
Net Opera ti ng Income Office Effecti ve Gros s Income Les s : Al l Opera ti ng Expens es
$ 1,543,777
$ ‐
$ 21,889,427 $ (7,956,079)
$ 15,397,695 $ (6,175,363)
Net Opera ti ng Income
$ 13,168,682
$ 9,222,332
$ (3,946,350)
‐30%
Total Net Operating Income
$ 24,085,574
$ 9,222,332
$ (14,863,242)
‐62%
Prepa red by: HR&A Advi s ors , Inc.
Completed Value When the preceding, more limited profile of NOI for the Zoning Compliant base case is translated into a total market value at stabilized operation, as shown in Table 14, total value for the smaller, all-commercial Zoning Compliant base case scenario at initial stabilization is about $282.1 million (-66%) less than for the proposed Project. All market value calculation details for the Tier 1 base case scenario are included in Attachment A, Appendix E.
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 19
Table 14 Bergamot Transit Village vs. Zoning Compliant Base Case Project Values Proposed Project
Zoning Compliant Project
4.83% $ 195,731,912
4.83% $ ‐
$ (195,731,912)
‐100%
4.83% $ (1,471,026)
4.83% $ ‐
$ 1,471,026
‐100%
Differences
Residential‐Market Rate Ca p Ra te Va l ue (NOI/Ca p Ra te) Residential‐Affordable Ca p Ra te Va l ue (NOI/Ca p Ra te) Retail Ca p Ra te Va l ue (NOI/Ca p Ra te) Office Ca p Ra te Va l ue (NOI/Ca p Ra te)
6.20% $ 24,899,629
6.20% $ ‐
$ (24,899,629)
‐100%
6.28% $ 209,859,915
6.28% $ 146,969,441
$ (62,890,474)
‐30%
Total Project Value
$ 429,020,430
$ 146,969,441
$ (282,050,989)
‐66%
Prepa red by: HR&A Advi s ors , Inc.
Residual Land Value Results for the Zoning Compliant Base Case Scenario Finally, Table 15 shows that based on the foregoing analysis, after deducting total development costs and an allowance for developer profit from capitalized value, the implied residual land value for the Zoning Compliant base case scenario is about $45.9 million, or $8.2 million less (-15%) than for the proposed Project. Stated another way, the proposed Project represents a value enhancement of $8.2 million over the Zoning Compliant base case scenario.
Table 15 Bergamot Transit Village vs. Zoning Compliant Base Case Residual Land Values Proposed Project
Zoning Compliant Project
Total Project Value Less: Developer Profit Less: Total Net Development Cost
$ 429,020,430 $ (42,902,043) $ (331,954,108)
$ 146,969,441 $ (14,696,944) $ (86,333,006)
Residual Land Value Amount Per SF of Land Area Prepared by: HR&A Advisors, Inc.
$ 54,164,279 $174
$ 45,939,491 $148
HR&A ADVISORS, INC.
Differences
‐$8,224,788 ‐$26
‐15% ‐15%
BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 20
ATTACHMENT A Residual Land Value Calculation Models for the Bergamot Transit Village, Tier 1 Base Case Scenario and Zoning-Compliant Base Case Scenario
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BERGAMOT TRANSIT VILLAGE VALUE ENHANCEMENT ANALYSIS| 21
Residual Land Value Analysis - Summary of Results Bergamot Transit Village Project vs. Tier 1 Project Scenario and Zoning-Compliant Project Scenario Program Summary (see App. A) Development Scenario
Proposed Project
LUCE Tier Permit Requirement # Parcels Bldg. Height (Feet) Stories (#) Site Area (SF) Gross Bldg. Area (SF) Floor Area Ratio (FAR) - Gross Area Floor Area Ratio (FAR) - Net Area Net Leasable Areas Residential (SF) Market Rate Units Affordable Units Total Units Retail (SF) Office (SF) Development Costs (see App. B & C) Land Costs Hard Costs Soft Costs City Permits and Fees Public Benefit Payments Other Soft Costs Financing Costs Total Development Cost Less: Commercial Lease-up Revenue Less: Residential Lease-up Revenue Net Development Cost Net Operating Income (NOI) (see App. D) Residential-Market Rate Effective Gross Income Less: All Operating Expenses Net Operating Income Residential-Affordable Effective Gross Income Less: All Operating Expenses Net Operating Income Retail Effective Gross Income Less: All Operating Expenses Net Operating Income Office Effective Gross Income Less: All Operating Expenses Net Operating Income Total Net Operating Income
Tier 1 Project
3 DA 5 81 6-7 310,500 895,998 2.89 2.47
1 As-of-Right 4 35 2 310,500 624,881 2.01 1.75
363,094 441 57 498 29,391 374,423
$
See Below 246,298,175
Zoning-Compliant Project 1 As-of-Right 1 35 2 310,500 357,000 1.15 1.00
134,950 169 19 188 29,611 378,814
$
See Below 165,374,088
310,500
$
See Below 59,772,825
$ $ $ $ $ $ $ $
15,096,511 2,285,000 50,437,341 29,558,412 343,675,439 (11,272,673) (448,658) 331,954,108
$ $ $ $ $ $ $ $
9,895,097 39,980,273 20,254,975 235,504,433 (10,880,430) (163,137) 224,460,866
$ $ $ $ $ $ $ $
9,657,580 18,579,652 5,135,387 93,145,444 (6,812,438) 86,333,006
$ $ $
13,647,007 (4,200,575) 9,444,065
$ $ $
5,294,224 (1,566,461) 3,727,763
$ $ $
-
$ $ $
457,356 (528,333) (70,977)
$ $ $
148,267 (176,111) (27,844)
$ $ $
-
$ $ $
1,591,523 (47,746) 1,543,777
$ $ $
1,603,436 (48,103) 1,555,333
$ $ $
-
$ $ $ $
21,889,427 (8,720,717) 13,168,710 24,085,574
$ $ $ $
18,785,386 (7,534,022) 11,251,364 16,506,616
$ $ $ $
15,397,695 (6,175,363) 9,222,332 9,222,332
Page 1 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 Summary 08-29-2013
Development Scenario Project Component Values (see App. E) Residential-Market Rate NOI Cap Rate Value Residential-Affordable NOI Cap Rate Value Retail NOI Cap Rate Value Office NOI Cap Rate Value Total Project Value Residual Land Value Estimate Total Project Value Less: Developer Profit Less: Total Net Development Cost Residual Land Value Total Per SF Land Area Project vs. Tier 1 Project Total Difference Per SF Land Area Project vs. Zoning Compliant Project Total Difference Per SF Land Area
Proposed Project
$ $ $ $ $ $ $
Tier 1 Project
9,444,065 4.83% 195,731,912
$
(70,977) 4.83% (1,471,026)
$
1,543,777 6.20% 24,899,629
$ $
13,168,710 6.28% 209,859,915 429,020,430
$ $ $ $
$
$ $ $ $
3,727,763 4.83% 77,259,337 (27,844) 4.83% (577,078) 1,555,333 6.20% 25,086,016
Zoning-Compliant Project
$
4.83% -
$ $
4.83% -
$ $
6.20% -
$
$ $
11,251,364 6.28% 179,304,606 281,072,881
$ $ $
9,222,332 6.28% 146,969,441 146,969,441
429,020,430 (42,902,043) (331,954,108)
$ $ $
281,072,881 (28,107,288) (224,460,866)
$ $ $
146,969,441 (14,696,944) (86,333,006)
54,164,279 $174
$
28,504,727 $92
$
45,939,491 $148
$
25,659,552 $83 $
8,224,788 $26
Page 2 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 Summary 08-29-2013
Appendix A Physical Parameters
Development Scenario LUCE Tier Permit Requirement # Parcels Max. Bldg. Height (Feet) Stories (#) Land Area (SF) Gross Bldg. Area (SF)3 Residential Retail Office Floor Area Ratio (FAR)-Gross SF Floor Area Ratio (FAR)-Net SF Net Leasable Areas (Net SF)1 Residential Retail Office Residential Unit Mix2 Market Rate Units Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR Market Rate Units Net SF (NSF) Studio NSF 1 BR NSF 1 BR Loft NSF 2 BR NSF 2 BR Townhouse NSF 3 BR NSF
Proposed Project1 3 DA 5 81 6-7 310,500 895,998 451,803 32,330 411,865 2.89 2.47 766,908 363,094 29,391 374,423
Tier 1 Project2 1 As-of-Right 4 35 2 310,500 624,881 155,193 34,053 435,636 2.01 1.75 543,375 134,950 29,611 378,814
441 164 82 24 105 62 4 369 530 580 859 980 1,307
Page 3 of 16
Zoning-Compliant Project2 1 As-of-Right 1 35 2 310,500 357,000 357,000 1.15 1.00 310,500 310,500
169 63 40 66 -
-
369 541 904 -
HR&A Advisors, Inc.. Residual Land Value Analysis_v2_08-29-13 A-Program 08-29-2013
Development Scenario Affordable Rate Units Studio - Very Low Income Studio - Low Income 1 BR - Very Low Income 1 BR - Low Income 1 BR Loft - Very Low Income 2 BR - Very Low Income 2 BR - Low Income 2 BR Townhouse -Very Low Income 3 BR- Very Low Income Affordable Units Net SF (NSF) Studio - Very Low Income Studio - Low Income 1 BR - Very Low Income 1 BR - Low Income 1 BR Loft - Very Low Income 2 BR - Very Low Income 2 BR - Low Income 2 BR Townhouse -Very Low Income 3 BR- Very Low Income Parking4 Surface Parking (spaces) Subterranean Parking (spaces) Levels 1-2 Office/Retail Residential Level 3 Office/Retail Residential Construction Period (months)
1
Proposed Project
Tier 1 Project
57 19 3 8 1 3 12 3 7 1
Zoning-Compliant Project2
2
19 7
-
-
365 361 548 540 607 849 841 974 1,232
364 562 888 -
-
1,936 1,297 797 500 639 392 247
1,373 1,373 1,091 282 -
600 -
24
24
12
5 7
1
Per Hines; Draft EIR; and City staff. Per Hines and City staff. 3 Per Hines and City staff for Project; HR&A estimate for other scenarios (1.15 x NSF). 4 Assumes Tier 1 parking is provided at the same overall ratios as the Proposed Project (i.e., 2.65 spaces/1,000 NSF of office/retail and 1.52 spaces/residential unit). 2
Page 4 of 16
HR&A Advisors, Inc.. Residual Land Value Analysis_v2_08-29-13 A-Program 08-29-2013
Appendix B1: Development Costs Proposed Project Development Scenario1
Office/Retail
Assumptions
Land Area Gross Bldg. Area (GSF) Residential Retail Office Net Leasable Areas (NSF) Residential Retail Office Residential Units Subterranean Parking (spaces) Levels 1-2 Office/Retail Residential Level 3 Office/Retail Residential
Per Appendix A Per Appendix A
Per Appendix A
766,908 363,094 29,391 374,423
Per Appendix A Per Appendix A
498 1,930 1,285 793 492 645 390 255 Office/Retail
Per GSF Per NSF
Residential
see Residual Value
$15
$ $
IIIB $138.00 61,298,910 2,308,980
$1,958,683 $280,500 $50,000 $1,350,000 $38 $38 $2,900 $1,000
Allocated Each Each Allocated x NSF Office x NSF Retail per Unit per Space
$ $ $ $ $ $ $ $
1,016,009 280,500 25,000 669,269 14,228,074 1,116,858 -
$2.29 $0.63 $0.06 $1.51 $32.03 $2.51 $0.00 $0.00
$30,000 per Space $35,000 per Space 5% x Subtotal Hard Costs
$ $ $
23,778,300 13,663,650 5,919,277
$53.53 $30.76 $13.33
$
124,304,827
$2.61
Per NSF
Per Unit
see Residual Value
Varies Varies x Land Area
Subtotal Hard Costs
Subtotal Public Benefit Payments A&E/Other Professionals Marketing/Leasing Commissions4 Residential Retail/Office Legal & Accounting Real Estate Taxes Insurance Developer Fee Contingency
310,500 895,998
451,803
Land Cost
Soft Costs1 City Permits & Fees (See App. C) Public Benefit Payments3 Expo Buffer Contribution TMA Contribution Bike Share Contribution Big Blue Bus Contribution Historic Preservation Programs
Total
156,568
32,330 411,865
Project Elements
Hard Cost1 Construction Type Building Construction/GSF2 Building Core & Shell Cost Demo On-Site Improvements New Streets, Sidewalks & Landscaping3 Traffic Signals (2)3 Traffic Signal Synchronization (2)3 Utility Line Undergrounding Office Tenant Improvements Retail Tenant Improvements Residential Common Area Amenities3 Surface Parking3 Subterranean Parking Levels 1-2 Level 3 Contingency
Residential
153,932
Total
Per GSF
Per NSF
148,078,376 $ 165.27 4,657,500 $ 5.20
$ 193.08 $ 6.07
see Residual Value
$ $
IIIB $192.07 86,779,466 2,348,520
$2.52 $0.69 $0.06 $1.66 $35.23 $2.77 $0.00 $0.00
$ $ $ $ $ $ $ $
942,674 280,500 25,000 680,731 1,444,200 -
$2.60 $0.77 $0.07 $1.87 $0.00 $0.00 $3.98 $0.00
$1,893 $563 $50 $1,367 $0 $0 $2,900 $0
$ $ $ $ $ $ $ $
1,958,683 561,000 50,000 1,350,000 14,228,074 1,116,858 1,444,200 -
$ $ $ $ $ $ $ $
2.19 0.63 0.06 1.51 15.88 1.25 1.61 -
$ $ $ $ $ $ $ $
2.55 0.73 0.07 1.76 18.55 1.46 1.88 -
$58.88 $33.84 $14.66
$ $ $
14,771,700 8,911,350 5,809,207
$40.68 $24.54 $16.00
$29,662 $17,894 $11,665
$ $ $
38,550,000 $ 22,575,000 $ 11,728,484 $
43.02 25.20 13.09
$ $ $
50.27 29.44 15.29
$279.84 $307.83
$
121,993,348
$335.98 $244,967
$
$138.00 $151.80 $5.20 $5.72
IIIB $239.00 $174,256 $6.47 $4,716
$ $
7,484,162
$16.85
$18.53
$
7,612,349
$20.97
$15,286
$
246,298,175 $ 274.89 15,096,511 $
16.85
$
19.68
$ $ $ $ $
2.23 0.03 0.02 0.18 0.08
$ $ $ $ $
2.61 0.04 0.03 0.21 0.10
$75,000
x NSF Lump Sum Lump Sum Lump Sum Allocation
$ $ $ $ $
1,053,096 30,000 20,000 80,000 25,000
$2.37 $0.07 $0.05 $0.18 $0.06
$2.61 $0.07 $0.05 $0.20 $0.06
$ $ $ $ $
946,904 80,000 50,000
$2.61 $0.00 $0.00 $0.22 $0.14
$1,901 $0 $0 $161 $100
$ $ $ $ $
6.0%
x Hard Costs
$ $
1,208,096 7,458,290
$2.72 $16.79
$2.99 $18.47
$ $
1,076,904 7,319,601
$2.97 $20.16
$2,162 $14,698
$ $
2,285,000 $ 14,777,891 $
2.55 16.49
$ $
2.98 19.27
$7.50 $29.76 0.5% 1.25% 1.0% 3.0% 3.0%
x NSF x NSF x Hard Costs x hard costs x 2 yrs. x Hard Costs x Hard + Soft Costs x Subtotal Soft Costs
$ $ $ $ $ $ $
12,017,505 621,524 3,107,621 1,243,048 4,951,723 1,142,759
$0.00 $27.05 $1.40 $7.00 $2.80 $11.15 $2.57
$0.00 $29.76 $1.54 $7.70 $3.08 $12.26 $2.83
$ $ $ $ $ $ $
2,723,205 609,967 3,049,834 1,219,933 4,139,784 832,547
$7.50
$5,468
$1.68 $8.40 $3.36 $11.40 $2.29
$1,225 $6,124 $2,450 $8,313 $1,672
$ $ $ $ $ $ $
2,723,205 12,017,505 1,231,491 6,157,454 2,462,982 9,091,507 1,975,306
$ $ $ $ $ $ $
3.04 13.41 1.37 6.87 2.75 10.15 2.20
$ $ $ $ $ $ $
3.55 15.67 1.61 8.03 3.21 11.85 2.58
$88.33
$97.16
$
28,584,124
$78.72
$57,398
$
67,818,852 $
75.69
$
88.43
$368.17 $404.99
$
150,577,472
$414.71 $302,364
$
Subtotal Soft Costs
$
39,234,728
Subtotal Hard + Softs Costs
$
163,539,554
Page 5 of 16
2,000,000 30,000 20,000 160,000 75,000
$ 321.16
314,117,027 $ 350.58
$ 409.59 HR&A Advisors, Inc.. Residual Land Value Analysis_v2_08-29-13 B1-Dev Cost-Project 08-29-2013
Office/Retail
Assumptions Financing Costs4 Loan Term (months) Average Loan Balance Construction Loan Interest Rate Construction Loan Interest Construction Loan Fees Permanent Loan Percent x Cost Permanent Loan Fees & Costs
1 2 3 4 5
Residential
Per NSF
Per Unit
Total
Per GSF
Per NSF
24 65.00% 5.50% $ $
1.75% 68.00% 0.75%
Subtotal Financing Costs Total Development Cost Less: Commercial Lease-up Revenue4 Less: Residential Lease-up Revenue4 Net Development Cost
Per GSF Per NSF
$25.38 $901
Hard + Soft + Financing x NSF Commercial per Unit
11,693,078 2,861,942
$26.32 $6.44
$28.96 $7.09
$ $
10,766,289 2,635,106
$29.65 $7.26
$21,619 $5,291
$ $
22,459,367 $ 5,497,048 $
25.07 6.14
$ $
29.29 7.17
$
1.79
$
2.09
29,558,412 $
32.99
$
38.54
$
834,052
$1.88
$2.07
$
767,945
$2.12
$1,542
$
$
15,389,072
$34.64
$38.11
$
14,169,340
$39.02
$28,452
$
$ $ $
178,928,626 (11,272,673) -
$402.82 $443.10 -$25.38 -$27.92 $0.00 $0.00
$ $ $
164,746,812 (448,658)
$453.73 $330,817 -$901
$ $ $
343,675,439 $ 383.57 $ 448.13 (11,272,673) $ (12.58) $ (14.70) (448,658) $ (0.50) $ (0.59)
$
167,655,953
$377.44 $415.18
$
164,298,154
$452.49 $329,916
$
331,954,108 $ 370.49
-$1.24
1,601,997
$ 432.85
Per Program Summary, Appendix A. Per Hines based on contractor estimates plus 2% allowance for LEED-Gold. These unit costs are somewhat less than those derived by HR&A from the Marshall & Swift construction cost estimation software. Per Hines and verified by City staff. Per Hines, and determined by HR&A to be generally reasonable based on current market conditions. Per Development Agreement negotiations as of the date this analysis was prepared, per Hines and City staff.
Page 6 of 16
HR&A Advisors, Inc.. Residual Land Value Analysis_v2_08-29-13 B1-Dev Cost-Project 08-29-2013
Appendix B2: Development Costs Tier 1 Project Development Scenario1 Land Area Gross Bldg. Area (GSF) Residential Retail Office Net Leasable Areas (NSF) Residential Retail Office Residential Units Surface Parking (spaces) Subterranean Parking (spaces) Levels 1-2 Office/Retail Residential Level 3 Office/Retail Residential
Assumptions Per Appendix A Per Appendix A
Office/Retail 233,386
Residential 77,114
Total 310,500 624,881
155,193 34,053 435,636 Per Appendix A
543,375 134,950 29,611 378,814
Per Appendix A
188 1,373 1,373 1,091 282 -
Per Appendix A 1,091 -
282
-
Project Elements
Office/Retail
Land Cost
Per GSF
Per NSF
see Residual Value
Residential
Per NSF
Per Unit
see Residual Value
Total
Per GSF
Per NSF
see Residual Value
1
Hard Cost Construction Type 2 Building Construction/GSF Building Core & Shell Cost Demo/On-Site Improvements On-Site Improvements New Streets, Sidewalks & Landscaping 3 Traffic Signals (2) 3 Traffic Signal Synchronization (2) Office Tenant Improvements Retail Tenant Improvements 3 Residential Common Area Amenities 3 Surface Parking Subterranean Parking Levels 1-2 Level 3 Contingency Subtotal Hard Costs Soft Costs1 City Permits & Fees (See App. C) 4 Public Benefit Payments Expo Buffer Contribution TMA Contribution Bike Share Contribution Big Blue Bus Contribution Historic Preservation Programs Subtotal Public Benefit Payments A&E/Other Professionals 3 Marketing/Leasing Commissions Residential Retail/Office Legal & Accounting Real Estate Taxes Insurance Developer Fee Contingency Subtotal Soft Costs Subtotal Hard + Softs Costs
$15
Varies Varies x Land Area
$ $
IIIB $135.00 63,407,981 3,500,790
$250,000 $50,000 $38 $38 $2,900 $1,000
Each Each x NSF Office x NSF Retail per Unit per Space
$ $ $ $ $ $ $ $ $ $ $
$30,000 $35,000 5%
per Space per Space x Subtotal Hard Costs
6.0%
x Hard Costs
$7.50 $29.76 0.5% 1.25% 1.0% 3.0% 3.0%
x NSF x NSF x Hard Costs x hard costs x 2 yrs. x Hard Costs x Hard + Soft Costs x Subtotal Soft Costs
$135.00 $7.45
$155.25 $8.57
$ $
500,000 100,000 14,394,932 1,125,218 -
$0.00 $1.06 $0.21 $30.65 $2.40
$0.00 $1.22 $0.24 $38.00 $38.00
$0.00
$0.00
$ $ $ $ $ $ $
32,730,000 5,787,946 121,546,867
$69.68 $0.00 $12.32 $258.78
$80.14 $0.00 $14.17 $297.60
IIIB $203.48 31,578,300 1,156,710
$234.00 $8.57
$167,970 $6,153
$ $
94,986,281 4,657,500
$ $
152.01 7.45
$ $
174.81 8.57
545,200 -
$0.00 $0.00 $0.00 $0.00 $0.00 $4.04 $0.00
$0.00 $0.00 $0.00 $0.00 $0.00 $2,900 $0.00
$ $ $ $ $ $ $
500,000 100,000 14,394,932 1,125,218 545,200 -
$ $ $ $ $ $ $
0.80 0.16 23.04 1.80 0.87 -
$ $ $ $ $ $ $
0.92 0.18 26.49 2.07 1.00 -
$ $ $ $
8,460,000 2,087,011 43,827,221
$62.69 $0.00 $15.47 $324.77
$45,000 $0 $11,101 $233,124
$ $ $ $
41,190,000 7,874,957 165,374,088
$ $ $ $
65.92 12.60 264.65
$ $ $ $
75.80 14.49 304.35
7,437,598
$15.84
$18.21
$
2,457,499
$18.21
$13,072
$
9,895,097
$
15.84
$
18.21
$ $ $ $ $ $ $
7,292,812
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $15.53
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $17.86
$ $ $ $ $ $ $
2,629,633
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $19.49
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $13,987
$ $ $ $ $ $ $
9,922,445
$ $ $ $ $ $ $
15.88
$ $ $ $ $ $ $
18.26
$ $ $ $ $ $ $ $
12,154,728 607,734 3,038,672 1,215,469 4,598,816 1,387,228 40,190,555
$0.00 $25.88 $1.29 $6.47 $2.59 $9.79 $2.95 $85.57
$0.00 $29.76 $1.49 $7.44 $2.98 $11.26 $3.40 $98.40
$ $ $ $ $ $ $ $
1,012,125 219,136 1,095,681 438,272 1,550,387 282,082 9,684,815
$7.50
$5,384
$1.62 $8.12 $3.25 $11.49 $2.09 $71.77
$1,166 $5,828 $2,331 $8,247 $1,500 $51,515
$ $ $ $ $ $ $ $
1,012,125 12,154,728 826,870 4,134,352 1,653,741 6,149,203 1,669,310 49,875,370
$ $ $ $ $ $ $ $
1.62 19.45 1.32 6.62 2.65 9.84 2.67 79.82
$ $ $ $ $ $ $ $
1.86 22.37 1.52 7.61 3.04 11.32 3.07 91.79
$
161,737,422
$344.35
$396.00
$
53,512,036
$396.53
$284,638
$
215,249,458
$
344.46
$
396.13
Page 7 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 B2-Dev Cost-Tier 1 08-29-2013
Office/Retail
Assumptions
Per GSF
Per NSF
Residential
Per NSF
Per Unit
Total
Per GSF
Per NSF
3
Financing Costs Loan Term (months) Average Loan Balance Construction Loan Interest Rate Construction Loan Interest Construction Loan Fees Permanent Loan Percent x Cost Permanent Loan Fees & Costs Subtotal Financing Costs Total Development Cost Less: Commercial Lease-up Revenue 3 Less: Residential Lease-up Revenue 3 Net Development Cost 1 2 3 4
24 65.00% 5.50% 1.75% 68.00% 0.75%
$23.17 $868
Hard + Soft + Financing x NSF Commercial per Unit
$ $
11,564,226 2,830,405
$24.62 $6.03
$28.31 $6.93
$ $
3,826,111 936,461
$28.35 $6.94
$20,352 $4,981
$ $
15,390,337 3,766,866
$ $
24.63 6.03
$ $
28.32 6.93
$ $
824,861 15,219,492
$1.76 $32.40
$2.02 $37.26
$ $
272,911 5,035,483
$2.02 $37.31
$1,452 $26,784
$ $
1,097,772 20,254,975
$ $
1.76 32.41
$ $
2.02 37.28
$ $ $ $
176,956,914 (10,880,430) 166,076,484
$376.75 -$23.17 $0.00 $353.59
$433.27 -$26.64 $0.00 $406.63
$ $ $ $
58,547,519 (163,137) 58,384,382
$433.85
$311,423
-$1.21 $432.64
-$868 $310,555
$ $ $ $
235,504,433 (10,880,430) (163,137) 224,460,866
$ $ $ $
376.88 (17.41) (0.26) 359.21
$ $ $ $
433.41 (20.02) (0.30) 413.09
All assumptions per HR&A review of market data, financial feasibility peer reviews of recent developments and HR&A experience, unless noted otherwise. Per Hines based on contractor estimates. These unit costs are less than those derived by HR&A from the Marshall & Swift construction cost estimation software. Per Hines, and determined by HR&A to be generally reasonable, based on current market conditions. Per Development Agreement negotiations as of the date this analysis was prepared, per Hines and City staff.
Page 8 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 B2-Dev Cost-Tier 1 08-29-2013
Appendix B3: Development Costs Zoning Compliant Project Development Scenario1 Land Area Gross Bldg. Area (GSF) Residential Retail Office Net Leasable Areas (NSF) Residential Retail Office Residential Units 3 Surface Parking Subterranean Parking (spaces) Levels 1-2 Office/Retail Residential Level 3 Office/Retail Residential
Assumptions Per Appendix A Per Appendix A
Office/Retail 310,500
Residential
Total 310,500 357,000
-
357,000 Per Appendix A
310,500 310,500
Per Appendix A Per Appendix A Per Appendix A
-
600
600 -
-
Project Elements
Office/Retail
Land Cost
Per GSF
Per NSF
see Residual Value
Residential
Per NSF
Per Unit
see Residual Value
Total
Per GSF
Per NSF
see Residual Value
1
Hard Cost Construction Type 2 Building Construction/GSF Building Core & Shell Cost Demo/On-Site Improvements On-Site Improvements New Streets, Sidewalks & Landscaping 3 Traffic Signals (2) 3 Traffic Signal Synchronization (2) Office Tenant Improvements Retail Tenant Improvements 3 Residential Common Area Amenities Surface Parking Subterranean Parking Levels 1-2 Level 3 Contingency Subtotal Hard Costs
$15
Varies Varies x Land Area
$ $
IIIB $110.00 39,270,000 4,657,500
$250,000 $50,000 $38 $38 $2,900 $1,000
Each Each x NSF Office x NSF Retail per Unit per Space
$ $ $ $ $ $ $ $ $ $ $
$30,000 $35,000 5%
per Space per Space x Subtotal Hard Costs
$110.00 $13.05
$126.47 $15.00
$ $
500,000 100,000 11,799,000 600,000
$0.00 $1.40 $0.28 $33.05 $0.00
$0.00 $1.61 $0.32 $38.00 $0.00
$1.68
$1.93
$ $ $ $ $ $ $
2,846,325 59,772,825
$0.00 $0.00 $7.97 $167.43
$0.00 $0.00 $9.17 $192.51
9,657,580
$27.05
$ $ $ $ $ $ $
3,586,370
$ $ $ $ $ $ $ $ $
IIIB $0.00 -
$0.00 $0.00
$0.00 $0.00
$ $
39,270,000 4,657,500
$ $
110.00 13.05
$ $
126.47 15.00
-
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$ $ $ $ $ $ $
500,000 100,000 11,799,000 600,000
$ $ $ $ $ $ $
1.40 0.28 33.05 1.68
$ $ $ $ $ $ $
1.61 0.32 38.00 1.93
$ $ $ $
-
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$ $ $ $
2,846,325 59,772,825
$ $ $ $
7.97 167.43
$ $ $ $
9.17 192.51
$31.10
$
-
$0.00
$0.00
$
9,657,580
$
27.05
$
31.10
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $10.05
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $11.55
$ $ $ $ $ $ $
-
$0.00
$0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$ $ $ $ $ $ $
3,586,370
$ $ $ $ $ $ $
10.05
$ $ $ $ $ $ $
11.55
9,240,480 298,864 1,494,321 597,728 2,539,445 822,444 28,237,232
$0.00 $25.88 $0.84 $4.19 $1.67 $7.11 $2.30 $79.10
$0.00 $29.76 $0.96 $4.81 $1.93 $8.18 $2.65 $90.94
$ $ $ $ $ $ $ $
-
$0.00
$0.00
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$ $ $ $ $ $ $ $
9,240,480 298,864 1,494,321 597,728 2,539,445 822,444 28,237,232
$ $ $ $ $ $ $ $
25.88 0.84 4.19 1.67 7.11 2.30 79.10
$ $ $ $ $ $ $ $
29.76 0.96 4.81 1.93 8.18 2.65 90.94
88,010,057
$246.53
$283.45
$
-
$0.00
$0.00
$
88,010,057
$
246.53
$
283.45
1
Soft Costs City Permits & Fees (See App. C) 4 Public Benefit Payments Expo Buffer Contribution TMA Contribution Bike Share Contribution Big Blue Bus Contribution Historic Preservation Programs Subtotal Public Benefit Payments A&E/Other Professionals 3 Marketing/Leasing Commissions Residential Retail/Office Legal & Accounting Real Estate Taxes Insurance Developer Fee Contingency Subtotal Soft Costs Subtotal Hard + Softs Costs
6.0%
x Hard Costs
$7.50 $29.76 0.5% 1.25% 1.0% 3.0% 3.0%
x NSF x NSF x Hard Costs x hard costs x 2 yrs. x Hard Costs x Hard + Soft Costs x Subtotal Soft Costs
Page 9 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 B3-Dev Cost-Compliant 08-29-2013
Office/Retail
Assumptions
Per GSF
Per NSF
Residential
Per NSF
Per Unit
Total
Per GSF
Per NSF
3
Financing Costs Loan Term (months) Average Loan Balance Construction Loan Interest Rate Construction Loan Interest Construction Loan Fees Permanent Loan Percent x Cost Permanent Loan Fees & Costs Subtotal Financing Costs Total Development Cost Less: Commercial Lease-up Revenue 3 Less: Residential Lease-up Revenue 3 Net Development Cost 1 2 3 4
12 65.00% 5.50% 1.75% 68.00% 0.75%
$19.08 $0
Hard + Soft + Financing x NSF Commercial per Unit
$ $
3,146,360 1,540,176
$8.81 $4.31
$10.13 $4.96
$ $
-
$0.00 $0.00
$0.00 $0.00
$ $
3,146,360 1,540,176
$ $
8.81 4.31
$ $
10.13 4.96
$ $
448,851 5,135,387
$1.26 $14.38
$1.45 $16.54
$ $
-
$0.00 $0.00
$0.00 $0.00
$ $
448,851 5,135,387
$ $
1.26 14.38
$ $
1.45 16.54
$ $ $ $
93,145,444 (6,812,438) 86,333,006
$260.91 -$19.08 $0.00 $241.83
$299.99 -$21.94 $0.00 $278.05
$ $ $ $
-
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$ $ $ $
93,145,444 (6,812,438) 86,333,006
$ $ $ $
260.91 (19.08) 241.83
$ $ $ $
299.99 (21.94) 278.05
All assumptions per HR&A review of market data, financial feasibility peer reviews of recent developments and HR&A experience, unless noted otherwise. Per Hines based on contractor estimates. These unit costs are less than those derived by HR&A from the Marshall & Swift construction cost estimation software. Per Hines, and determined by HR&A to be generally reasonable, based on current market conditions. Per Development Agreement negotiations as of the date this analysis was prepared, per Hines and City staff.
Page 10 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 B3-Dev Cost-Compliant 08-29-2013
Appendix C Proposed New Fees, Existing City Fees & Permit Costs Development Scenario1 Land Area Gross Bldg. Area (SF) Residential Units Market Rate Units Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR
Proposed Project 310,500 895,998
Assumptions
Subtotal Affordable Rate Units Studio - Very Low Income Studio - Low Income 1 BR - Very Low Income 1 BR - Low Income 1 BR Loft - Very Low Income 2 BR - Very Low Income 2 BR - Low Income 2 BR Townhouse -Very Low Income 3 BR- Very Low Income
Planning Permits2 Development Review Development Agreement Multiple Permit Fee Architectural Review Board Coastal Zone Concept Review CEQA Categorical Exemption Negative Declaration EIR
Subtotal
-
-
441
169
-
7
-
40 66
5 7 19 134,950 29,611 378,814
310,500
$14,276 $25,000 $1,544 $1,544 $276
per project per project per project per project per project
$ $ $ $ $
25,000 1,544 1,544 -
$ $ $ $ $
1,544 1,544 -
$ $ $ $ $
1,544 1,544 -
$13,873 $21,912
per project per project Allowance
$ $ $
1,000,000
$ $ $
-
$ $ $
-
$
1,028,088
$
3,088
$
3,088
$ $ $ $
1,146,600 617,211 3,631,903
$ $ $ $
439,400 621,831 3,674,496
$ $ $ $
3,011,850
$
5,395,714
$
4,735,727
$
3,011,850
99,600 4,925,964
$ $ $
37,600 438,272
$ $ $
3,215,040 597,728
$ $ $
25,094 134,138 2,401,681
$ $ $
1,968,570
$2,600 $0.00 $21.00 $9.70
per unit per unit x NSF x NSF
Subtotal Other Requirements2 Recreational Unit Tax Office Mitigation Fee Arts Fee3 Child Care Fee Residential Retail Office School Facilities Fee Residential Commercial
63 -
57 363,094 29,391 374,423
Subtotal TIF Fees Market Rate-Area 1 Affordable Retail-Area 1 Office-Area 1
164 82 24 105 62 4
19 3 8 1 3 12 3 7 1
Subtotal Residential (Net Leasable SF) Retail (Net Leasable SF) Office (Net Leasable SF)
Zoning-Compliant Project 310,500 357,000
Tier 1 Project 310,500 624,881
$200 $10.88 1.00%
x units x NSF > 15,000 x hard cost
$ $ $
$133.48 $4.53 $6.34
per unit x NSF x NSF
$ $ $
$3.20 $0.51
x NSF x NSF
$ $
1,161,901 205,945
$ $
431,840 208,297
$ $
158,355
$
6,393,410
$
3,676,922
$
5,939,693
-
Page 11 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 C-City Cost Detail 08-29-2013
Proposed Project
Assumptions Bldg./Construction Permits2 Plan Check Residential 4+ stories Commercial 10K SF/4 stories Mechanical Electrical Plumbing Building Permits/Inspections Multi-family 4+ Stories Commercial 1-Story Commercial 4+ stories Tenant Improvements >10K SF Geotechnical Reports
$0.8439 $1.0600 $0.3170 $486 $486 $246
x NSF x NSF x NSF per project per project per project
$
$1.0605 $0.7716 $0.8102 $0.2756 $2,508
x NSF x NSF x NSF x NSF per project
Subtotal Utility Fees2 Water Meter4 Fire Line Meter4 Wastewater Capital Facilities Studio/1-BR Units 2-BR+ Units Commercial
306,415 $31,154 118,692 $486 $486 $246
$
$ $ $ $ $
385,061 22,678 303,358 111,291 2,508
$
$
Zoning-Compliant Project
Tier 1 Project
113,884 $31,388 120,084 $486 $486 $246
$ $ $
$ $ $ $ $
143,114 22,848 306,915 112,562 2,508
$ $ $ $ $
251,567 85,574 2,508
1,282,375
$
854,521
$
439,296
$
98,429 $486 $486 $246
$3,747 $18,026
3/4" meter per parcel 4" meter per parcel
$ $
18,735 90,130
$ $
14,988 72,104
$ $
3,747 18,026
$1,168 $1,557 $779
per unit per unit per 1,000 NSF
$ $ $
355,072 218,416 314,571
$ $ $
134,320 85,264 318,163
$ $ $
241,880
Subtotal
$
996,924
$
624,839
$
263,653
Total City Permits & Fees per GSF
$
$
9,895,097 $15.84
$
9,657,580 $27.05
1 2 3 4
15,096,511 $16.85
Per Program Summary, Appendix A. Per FY 2012-13 City fees schedule and new Transportation Impact Fee per Ordinance No. 2420 (CCS). For proposed Project, assumes 2% x hard cost for on-site art. Includes meter and captial facilities charge.
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 C-City Cost Detail 08-29-2013
Page 12 of 16
Appendix D Net Operating Income
Development Scenario1
Assumptions
Land Area Gross Bldg. Area (SF) Residential Units Market Rate
Proposed Project
Tier 1 Project
310,500 895,998
310,500 624,881 NSF
Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR
164 82 24 105 62 4
Subtotal Market Rate
441
Affordable Studio - Very Low Income Studio - Low Income 1 BR - Very Low Income 1 BR - Low Income 1 BR Loft - Very Low Income 2 BR - Very Low Income 2 BR - Low Income 2 BR Townhouse -Very Low Income 3 BR- Very Low Income
19 3 8 1 3 12 3 7 1
Subtotal Affordable Retail (Net SF) Office (Net SF) Residential (Net SF) Market Rate (% of total units) Affordable (% of total units) Parking Spaces Residential Market Rate (% of total units) Affordable (% of total units) Office/Retail Residential Market Rate Apartments 2 Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR Gross Rental Income per Month Gross Rental Income per Year Parking Income (unbundled; annual)2 Premium Income (annual)3 Other Misc. Income (annual)2 Total Gross Income Less: Vacancy & Collection Loss2 Effective Gross Income (EGI) Less: Operating Expenses & Mgmt. Fee2 Less: Replacement Reserve2 Less: Annual Community Benefit Payments4 Residential Transit Subsidy Historic Preservation Programs Net Operating Income - Market Rate Residential
63 40 66 -
365 361 548 540 607 849 841 974 1,232
7 5 7 -
57
19 29,611 378,814 134,950 121,455 13,495
100% 89% 11% 100% 89% 11%
$1,600 $2,500 $2,600 $3,175 $3,275 $4,420
per unit/month per unit/month per unit/month per unit/month per unit/month per unit/month
$ $ $ $ $ $
262,400 205,000 62,400 333,375 203,050 17,680
$4.33 $4.72 $4.48 $3.70 $3.34 $3.38
12 $110 $205
months per space/month per unit/year
$ $ $ $
1,083,905 13,006,860 877,800 90,405
$3.35 $40.25 $2.72 $0.28
390,206 14,365,271 (718,264)
282 254 28 1,091 Per Unit
364 562 888 -
$2,458 $29,494 $1,990 $205
$ $ $ $
420,950 5,051,400 335,280 34,645
$3.47 $41.59 $2.76 $0.29
$1.21 $44.45 -$2.22
$885 $32,574 -$1,629
$ $ $
151,542 5,572,867 (278,643) 5,294,224 (1,541,111) (25,350)
per unit/year per unit/year
$ $ $
13,647,007 (4,021,479) (66,150)
$42.23 -$12.44 -$0.20
$30,946 -$9,119 -$150
$ $ $
$5,000
Allocated Allocated
$ $
(112,946) (2,367)
-$0.35 -$0.01
-$256 -$5
$ $
$29.22
$21,415
$
Page 13 of 16
3,727,763
-
310,500 -
100% 90% 10%
$4.33 $0.00 $4.81 $0.00 $3.62 $0.00
$9,119 $150
-
100% 90% 10%
Per NSF
x Gross Income/year
-
-
100,800 104,000 216,150 -
5.0%
9,444,065
-
$ $ $ $ $ $
$ $ $
$
NSF
369 541 904 -
169
Per NSF
3% x Gross Rental Income
310,500 357,000 NSF
369 530 580 859 980 1,307
29,391 374,423 363,094 323,154 39,940 747 665 82 1,189
Zoning-Compliant Project
600 Per Unit
Per NSF $ $ $ $ $ $
-
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$2,491 $29,890 $1,984 $205
$ $ $ $
-
$0.00 $0.00 $0.00 $0.00
$1.25 $45.88 -$2.29
$897 $32,976 -$1,649
$ $ $
-
$0.00 $0.00 $0.00
$43.59 -$12.69 -$0.21
$31,327 -$9,119 -$150
$ $ $
-
$0.00 $0.00 $0.00
$0.00 $0.00
$0 $0
$ $
-
$0.00 $0.00
$30.69
$22,058
$
-
$0.00
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 D-Net Ops Income 08-29-2013
Proposed Project1 Per NSF Per Unit
Assumptions Affordable Apartments 5 Studio - Very Low Income Studio - Low Income 1 BR - Very Low Income 1 BR - Low Income 1 BR Loft - Very Low Income 2 BR - Very Low Income 2 BR - Low Income 2 BR Townhouse -Very Low Income 3 BR- Very Low Income Gross Rental Income per Month Gross Rental Income per Year Parking Income (included in rent) Premium Income (annual)2 Other Misc. Income (annual)2 Total Gross Income Less: Vacancy & Collection Loss2 Effective Gross Income (EGI) Less: Operating Expenses & Mgmt. Fee2 Less: Replacement Reserve2 Net Operating Income - Affordable Residential Retail Average Rent/SF/Month (NNN)6 Gross Annual Rental Income (NNN) Less: Vacancy & Collection Loss Effective Gross Income (EGI) Less: Unreimbursed Operating Expenses
$567 $680 $648 $778 $648 $729 $875 $729 $810
per unit/month per unit/month per unit/month per unit/month per unit/month per unit/month per unit/month per unit/month per unit/month
$ $ $ $ $ $ $ $ $
10,773 2,040 5,184 778 1,944 8,748 2,625 5,103 810
$1.56 $1.88 $1.18 $1.44 $1.07 $0.86 $1.04 $0.75 $0.66
$189 $36 $91 $14 $34 $153 $46 $90 $14
$ $ $ $ $ $ $ $ $
3,969 3,240 5,103 -
$1.56 $0.00 $1.15 $0.00 $0.73 $0.00 $0.00 $0.00 $0.00
12 months $0 $205 per unit/year 3% x Gross Rental Income
$ $ $ $ $
38,005 456,060 11,685 13,682
$0.95 $11.42 $0.00 $0.29 $0.34
$667 $8,001 $0 $205 $240
$ $ $ $ $
12,312 147,744 3,895 4,432
$0.91 $10.95 $0.00 $0.29 $0.33
5.0%
x Gross Income
$ $
481,427 (24,071)
$12.05 -$0.60
$8,446 -$422
$ $
156,071 (7,804)
$9,119 $150
per unit/year per unit/year
$ $ $
457,356 (519,783) (8,550)
$11.45 -$13.01 -$0.21
$8,024 -$9,119 -$150
$ $ $
$
(70,977)
-$1.78
-$1,245
$ $
$4.75 1,675,287 (83,764)
-
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$648 $7,776 $0 $205 $233
$ $
-
$0.00 $0.00
$ $
-
$0.00 $0.00
$11.57 -$0.58
$8,214 -$411
$ $
-
$0.00 $0.00
148,267 (173,261) (2,850)
$10.99 -$12.84 -$0.21
$7,804 -$9,119 -$150
$ $ $
-
$0.00 $0.00 $0.00
$
(27,844)
-$2.06
-$1,465
$
-
$0.00
$57.00 -$0.22
$ $
$4.75 1,687,827 (84,391)
$57.00 -$2.85
$ $ $
-
Per NSF $0.00 $0.00 $0.00
$ $
1,591,523 (47,746)
$4.38 -$0.15
$ $
1,603,436 (48,103)
$54.15 -$1.62
$ $
-
$0.00 $0.00
$
1,543,777
$38.65
$
1,555,333
$52.53
$
-
$0.00
$
$4.50 $54.00 20,218,842
$54.00
$
$4.35 $52.20 19,774,091
$52.20
$ $ $
2,822,660 -
$7.54 $0.00 $0.00
$ $ $
2,499,561 -
$ $
23,041,502 (1,152,075)
$61.54 -$3.08
$ $
$
21,889,427
$58.46
$ $ $ $ $ $ $ $
(15,000) (25,000) (200,000) (2,633) (65,250) (456,748) (4,680,288) (3,275,798)
-$0.04 -$0.07 -$0.53 -$0.01 -$0.17 -$1.22 -$12.50 -$8.75
per NSF/month
5.0% 3.0%
x EGI
2
Effective Gross Income (EGI) Less: Annual Community Benefit Payments4 TMA Contribution Bike Share Facility Child Care Contribution Historic Preservation Programs Van Pool Subsidy Parking Cash-Out Program Less: Operating Expenses Less: Real Estate Taxes 8 Net Operating Income - Office Total Net Operating Income 1 2 3 4 5 6 7 8
Per NSF
Per NSF per NSF/month per NSF/year
$6.99 $6.12 $3.48
per NSF/year per NSF/year per NSF/year
5.0%
$5,000
Allocated Estimate Estimate $12.50 per NSF/year 1.25%x subtotal NOI x cap rate
Zoning-Compliant Project1 Per NSF
Per Unit $ $ $ $ $ $ $ $ $
Per NSF $4.75
Net Operating Income - Retail Office Average Monthly Rent (FSG) Average Annual Rent (FSG) Gross Annual Rental Income (FSG) Parking Income/Year (incl. Retail)7 Proposed Project Tier 1 Project Zoning-Compliant Project Gross Rental Income/Year Less: Vacancy & Collection Loss
Tier 1 Project1 Per NSF
Per NSF
Per NSF
$
$4.35 $52.20 16,208,100
$52.20
$0.00 $6.60 $0.00
$ $ $
1,080,540
$0.00 $0.00 $3.48
19,774,091 (988,705)
$52.20 -$2.61
$ $
16,208,100 (810,405)
$52.20 -$2.61
$
18,785,386
$49.59
$
15,397,695
$49.59
$ $ $ $ $ $ $ $
(4,735,175) (2,798,847)
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 -$12.50 -$7.39
$ $ $ $ $ $ $ $
(3,881,250) (2,294,113)
$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 -$12.50 -$7.39
$
13,168,710
$35.17
$
11,251,364
$29.70
$
9,222,332
$29.70
$
24,085,574
$64.33
$
16,506,616
$43.57
$
9,222,332
$29.70
Per Program Summary, Appendix A. Per Hines, and verified by HR&A as reasonable assumptions based on current market conditions. Per Hines (100 units purchase storage units at $50/mo. and pay additional rent for pets at $25/month). Per current Development Agreement negotiations. Per City's maximum AHPP rents, as modified by City Council action on June 11, 2013. Per HR&A. Accounts for a mix of retail tenants (assuming $3.50 psf per mo.) and dining tenants (assumes $6.00 psf per mo.). For Proposed Project and Tier 1 Project, weighted average of reserved monthly ($240; 10%), unreserved monthly ($165; 80%) and daily ($40; 5%); for Zoning Compliant, $150 unreserved. HR&A estimates.
Page 14 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 D-Net Ops Income 08-29-2013
Appendix E Residual Land Values Development Scenario1
Assumptions
Proposed Project
Land Area Gross Bldg. Area (SF) Residential Units Market Rate Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR Affordable Studio - Very Low Income Studio - Low Income 1 BR - Very Low Income 1 BR - Low Income 1 BR Loft - Very Low Income 2 BR - Very Low Income 2 BR - Low Income 2 BR Townhouse -Very Low Income 3 BR- Very Low Income Residential (Net SF) Market Rate (% of total units) Affordable (% of total units) Retail (Net SF) Office (Net SF)
Project Value Residential-Market Rate Net Operating Income Cap Rate1 Value Residential-Affordable Net Operating Income Cap Rate1 Value Retail Net Operating Income Cap Rate1 Value Office Net Operating Income Cap Rate1 Value Total Project Value
Zoning-Compliant Project
Tier 1 Project
310,500 895,998
310,500 624,881
441 164 82 24 105 62 4 57 19 3 8 1 3 12 3 7 1 363,094 323,154 39,940 29,391 374,423
169 63 40 66 19 7 5 7 134,950 121,455 13,495 29,611 378,814
310,500 357,000
310,500
From App, D
$
9,444,065
Per NSF $29
Per Unit $21,415
$
3,727,763
Per NSF Per Unit $31 $22,058
$
-
Per NSF $ -
NOI/Cap Rate
$
195,731,912
$606
$443,837
$
77,259,337
$636 $457,156
$
-
$
-
From App, D
$
(70,977)
-$2
-$1,245
$
(27,844)
-$2
-$1,465
$
-
$
-
NOI/Cap Rate
$
(1,471,026)
-$37
-$25,807
$
(577,078)
-$43
-$30,373
$
-
$
-
From App, D
$
1,543,777
$53
$
1,555,333
$53
$
-
$
-
NOI/Cap Rate
$
24,899,629
$847
$
25,086,016
$847
$
-
$
-
From App, D
$
13,168,710
$35
$
11,251,364
$30
$
9,222,332
$30
NOI/Cap Rate
$ $
209,859,915 429,020,430
$560 $559
$ $
179,304,606 281,072,881
$473 $517
$ $
146,969,441 146,969,441
$473 $473
4.83%
4.83%
6.20%
6.28%
Page 15 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 E-Residual Values 08-29-2013
Development Scenario1 Residual Land Value Estimate Total Project Value Less: Developer Profit 2 Less: Total Net Development Cost Residual Land Value Total Per SF Land Area
Assumptions
10.00%
From above x Total Project Value From App, B
Proposed Project
Zoning-Compliant Project
Tier 1 Project
$ $ $
429,020,430 (42,902,043) (331,954,108)
$559 -$56 -$433
$ $ $
281,072,881 (28,107,288) (224,460,866)
$517 -$52 -$413
$ $ $
146,969,441 (14,696,944) (86,333,006)
$473 -$47 -$278
$
54,164,279 $174
$70
$
28,504,727 $92
$52
$
45,939,491 $148
$148
1 Average of the high end of the cap rate range per CBRE, Cap Rate Survey, February 2013, Los Angeles area data; and and point estimates by Real Estate Research Corp., Real Estate Report, 2nd Quarter 2013, Los Angeles Area data. 2 10-15% typical, per HR&A.
Page 16 of 16
HR&A Advisors, Inc. Residual Land Value Analysis_v2_08-29-13 E-Residual Values 08-29-2013
MEMORANDUM To:
Jing Yeo, City of Santa Monica
From:
Paul J. Silvern
Date:
August 29, 2013
Re:
Financial Feasibility of Bergamot Transit Village Alternatives
Per your request, HR&A Advisors, Inc. (HR&A) prepared analysis of certain alternatives to the proposed Bergamot Transit Village Center mixed-use development as proposed by Hines, Inc. (“Hines) for a 7.1-acre site fronting Olympic Boulevard between 26th Street and Stewart Street in the City of Santa Monica (“City”). The Hines development consists of 498 residential units, of which 57 will be designated as affordable to lower-income households (including 50 units for very low-income households), approximately 29,000 net square feet of neighborhood retail, approximately 374,000 square feet of creative office space and about 1,930 subterranean parking spaces, and would require approval by the City of a Development Agreement (“Project”). The two alternatives analyzed in this memo are the same alternatives analyzed in HR&A’s companion memorandum report on the Project’s “value enhancement” impacts: (1) an alternative that could be developed under the Tier 1 development standards, pursuant to the City’s 2010 Land Use and Circulation Elements Update (“2010 LUCE”), consisting of a new, twostory, 625,000 gross square foot mixed-use development with 188 dwelling units (of which 19 are designated affordable; 10% for very low-income households) and about 408,000 net square feet of commercial space; and (2) a zoning-compliant alternative that could be developed under current City zoning standards for the Project site, as analyzed in the Project’s Environmental Impact Report (EIR), by adding a new mezzanine level within the existing building shell, such that would include about 310,500 net square feet of general and creative office space, but no retail or residential units. For purposes of this analysis, we compare the residual land values implied by the two alternatives with the Project site’s current assessed land value, and HR&A’s separate estimate of the Project’s residual land value. The alternatives would be considered feasible if their residual land values are reasonably close to or exceed either the current assessed value of land or the residual land value for the proposed Project as Hines proposes to pursue it. If not, the resulting financial loss in the value of the acquired property would serve as a significant deterrent to development of an alternative, and effectively render it infeasible. All of the details of the underlying residual land value calculations are included in HR&A’s separate memorandum report on the Project’s value enhancement impacts and are not repeated herein.
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SUMMARY OF RESULTS FOR THE PROJECT ALTERNATIVES We conclude that both alternatives are not financially feasible, because their implied residual land values are substantially below: (1) the current assessed value of the land, based on Hines’ property purchase in 2007; and (2) HR&A’s estimate of the Project’s residual land value, as reflected in the value enhancement analysis. More specifically: The Tier 1 Alternative would result in a residual land value that is 63 percent less than the current assessed value of the property and 47 percent less than the Project’s estimated residual land value. We estimate that the residual land value for the Tier 1 alternative is $28.5 million, as compared with the property’s current assessed land value of $76.3 million and our own estimate of $54.2 million for the Project’s residual land value. The implied loss in land value from development of this alternative, ranging from -$47.8 million to -$25.7 million, would likely deter a developer from proceeding with this development of this alternative. The Zoning-Compliant Alternative would result in a residual land value that is 40 percent less than the current assessed value of the property and 15 percent less than the Project’s estimated residual land value. We estimate that the residual land value for the Zoning Compliant alternative is $45.9 million, as compared with the property’s current assessed land value of $76.3 million and our own estimate of $54.2 million for Project’s residual land value. The implied loss in land value that would be incurred from development of this alternative, ranging from -$30.3 million to -$8.2 million, would likely deter a developer from proceeding with its development. These comparisons are shown in Table 1, which also summarizes the costs of development, net operating income and achievable market values for each of the three development scenarios from the related HR&A memorandum on value enhancement.
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FEASIBILITY OF PROJECT ALTERNATIVES| 2
Table 1 Financial Feasibility of Alternatives to the Bergamot Transit Village Center Development Scenario1
Proposed Project
LUCE Tier Bldg. Height (Feet) Stories (#) Site Area (SF) Gross Bldg. Area (SF) Net Leasable Areas Residential (SF) Market Rate Units Affordable Units Total Units Retail (SF) Office (SF) Development Costs1 Land Costs Hard Costs Soft Costs Financing Costs Total Development Cost
Tier 1 Project
Zoning-Compliant Project
3 70 6-7 310,500 895,998
1 35 2 310,500 624,881
1 35 2 310,500 357,000
353,000 441 57 498 29,391 374,423
134,950 169 19 188 29,611 378,814
310,500
$
See Below 246,298,175
$
See Below 165,374,088
$
See Below 59,772,825
$ $
29,558,412 343,675,439
$ $
20,254,975 235,504,433
$ $
5,135,387 93,145,444
Less: Commercial Lease-up Revenue Less: Residential Lease-up Revenue
$ $
(11,272,673) (448,658)
$ $
(10,880,430) (163,137)
$ $
(6,812,438) -
Net Development Cost
$
331,954,108
$
224,460,866
$
86,333,006
Net Operating Income (NOI) Residential-Market Rate Residential-Affordable Retail Office
1
$ $ $ $
9,444,065 (70,977) 1,543,777 13,168,710
$ $ $ $
3,727,763 (27,844) 1,555,333 11,251,364
$ $ $ $
9,222,332
$
24,085,574
$
16,506,616
$
9,222,332
$ $ $ $
195,731,912 (1,471,026) 24,899,629 209,859,915
$ $ $ $
77,259,337 (577,078) 25,086,016 179,304,606
$ $ $ $
146,969,441
$
429,020,430
$
281,072,881
$
146,969,441
$ $ $
429,020,430 (42,902,043) (331,954,108)
$ 281,072,881 $ (28,107,288) $ (224,460,866)
$ $ $
146,969,441 (14,696,944) (86,333,006)
Residual Land Value (RLV)1 Total Per SF Land Area
$
54,164,279 $174
$
$
45,939,491 $148
Project Site Assessed Land Value2
$
76,276,995 $246
Total Net Operating Income Project Component Values Residential-Market Rate Residential-Affordable Retail Office
1
Total Project Value 1
Residual Land Value Estimate Total Project Value Less: Developer Profit Less: Total Net Development Cost
RLV of Alternatives vs. Project Site Assessed Land Value Amount Percent RLV of Alternatives vs. Project RLV Amount Percent 1
Refer to HR&A memorandum report on Value Enhancement.
2
Los Angeles County Assessor, FY 2012-13.
28,504,727 $92
Tier 1 Alternative
Zoning Compliant Alternative
$
(47,772,268) -63%
$
(30,337,504) -40%
$
(25,659,552) -47%
$
(8,224,788) -15%
Prepared by: HR&A Advisors, Inc.
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ATTACHMENT C FISCAL IMPACT ANALYSIS
53
MEMORANDUM To:
Jing Yeo, City of Santa Monica
From:
Paul J. Silvern and David Berneman
Date:
August 29, 2013
Re:
Estimates of Net Fiscal Impacts from Construction and Annual Operation of the Bergamot Transit Village Center
At your request, HR&A Advisors, Inc. (HR&A) prepared estimates for the scale of fiscal impacts that the Bergamot Transit Village Center mixed-use development will have on the City of Santa Monica’s (“City”) General Fund, and certain revenues that will accrue to the Santa Monica-Malibu Unified School District and Santa Monica College. The development, which is being proposed by Hines, Inc. (“Hines”), for a 7.1-acre site fronting Olympic Boulevard between 26th Street and Stewart Street, consists of 498 residential units, of which 57 will be designated as affordable units, approximately 29,000 net square feet of neighborhood retail, approximately 374,000 net square feet of creative office space and about 1,930 parking spaces (“Project”). Following a summary of the estimates and projections, this memo describes how Project-related revenues to the City were estimated and projected, along with some of the accounting concepts used in the analysis, and a discussion of certain assumptions. SUMMARY OF BERGAMOT TRANSIT VILLAGE CENTER NET FISCAL IMPACTS Based on a series of calculations that are described below and shown in Appendix A to this memo, HR&A estimates that construction of the Project would generate approximately $1.7 million in one-time tax revenues for the City’s General Fund, not including one-time Community Benefit payments. Based on the amount of the Project’s net increase in commercial floor area and number of new residential units, and the particulars of the tax rates and tax formulas that apply in the City, we estimate that the completed Project would also generate approximately $2.3 million in annual revenues for the City’s General Fund, again not including annual Community Benefit payments. After deducting projected average annual City service costs, the net fiscal annual impact of the Project to the City’s General Fund is estimated to be about $420,000 per year. All dollar amounts in this memo are expressed in constant 2013 dollars (i.e., without annual inflation). Calculation details are included in Appendix A. More specifically, the Project’s fiscal impacts include the following:
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One-Time Impacts The Project’s one-time construction-related tax revenue impacts are as follows:
$1.7 million in one-time revenues to the City’s General Fund;
$166,000 in one-time revenues to the Santa Monica-Malibu Unified School District; and
$6.2 million in one-time Community Benefit payments.
Annually Recurring Impacts Once the Project is operational and achieves stabilization the annually recurring tax revenue impacts to the City will be as follows:
$2.3 million in annual revenues to the City’s General Fund;
$1.9 million in annual City service costs;
$420,000 annual net fiscal impact to the City’s General Fund;
$538,000 in annual bond payments and direct assessment revenues to the City;
$232,000 in sales tax, annual bond payments and direct assessment revenues to Santa Monica-Malibu Unified School District;
$339,000 in annual bond payments to Santa Monica College; and
$880,000 in annual Community Benefit payments.
PROJECT DESCRIPTION The Project site is located at 1681 26th Street in the eastern portion of the City, and across the street from the future Olympic/26th Street Station for the Los Angeles County Metropolitan Transit Authority’s (Metro) Exposition (Expo) Light-Rail line, which will connect downtown Santa Monica to downtown Los Angeles. The approximately 7.1-acre project site is a flat, linear shaped parcel, consisting of two legal lots bound by Olympic Boulevard to the south, 26th Street to the west, commercial office uses to north, and Stewart Street to the east. The Project has been analyzed in a Draft and Final Environmental Impact Report (EIR). Subsequent to publication of the Draft EIR, and in response to public input and comment, Hines announced its intention to pursue Alternative 3 (Residential Project Alternative), which is described and analyzed thoroughly in Draft EIR Chapter 6 (Alternatives to the Proposed Project). Alternative 3 includes demolition of the approximately 206,000 sf of vacant industrial and office buildings, surface parking areas, and limited vegetation currently located on the Project site and construction of five mixed-use buildings that would house creative office, retail/service, and residential uses totaling approximately 895,998 gross sf of building area, as well as subterranean parking and ground floor recreational open space, as illustrated in Figure 1, on the following page.1
This version of the Project represents a further refinement of the originally-proposed Project which resulted from input and comments received from the City Council, Planning Commission, and the public. At the time of the Initial Study/Notice of Preparation (November 16, 2010), Hines had proposed an approximately 957,000 total square foot mixed-use project that included 566,573 sf of creative office, 83,712 sf of neighborhood serving retail/services, and 344 dwelling units.
1
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Figure 1: Site Plan
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Based on further information provided by Hines, the details of the Project’s land uses that have been utilized in the analysis presented herein are shown in Table 1. Table 1 Bergamot Transit Village Center Project Assumptions Market Rate Residential Space Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR Total
1
NSF Units SF/Unit 60,596 164 369 43,470 82 530 13,923 24 580 90,221 105 859 60,771 62 980 5,227 4 1,307 274,208 441 Wtd Avg NSF Units SF/Unit 309,729 498 622 363,094
Unit Total/Avg. Total Residential Commercial Space Retail Office
1
1
Parking Retail/Office Residential 1
Affordable ‐ Low Rent $1,600 $2,500 $2,600 $3,175 $3,275 $4,420
NSF Units SF/Unit 1,084 3 361 540 1 540 2,523
3
4,147 Wtd Avg Rent $2,253 Per Unit
7
841
Affordable ‐ Very Low Rent $680 $778
NSF Units SF/Unit 6,927 19 365 4,380 8 548 1,821 3 607 $875 10,193 12 849 6,821 7 974 1,232 1 1,232 31,374 50
Rent $567 $648 $648 $729 $729 $810
NSF Units SF/Unit Rent 29,391 13 2,261 $57.00 PSF 374,423 73 5,160 $54.00 PSF Spaces 1,189 747
Per Hines.
The Project proposes to utilize “Tier 3” development standards as provided by the City’s 2010 Land Use and Circulation Elements Update. City approval of Tier 3 standards requires commitments by Hines to provide various “community benefits,” which are subject to negotiation between Hines and the City and then memorialized in a Development Agreement. Based on the current state of those negotiations, among the community benefits Hines has agreed to provide are one-time payments for a buffer around the Olympic/26th Street Expo Station; a contribution toward formation of a Transportation Management Association (TMA); a contribution toward the cost of a bicycle sharing facility; a contribution for the City’s Big Blue Bus system; a contribution for historic preservation programs; undergrounding certain existing overhead utility lines; and new streets, sidewalks, landscaping and traffic signals to divide the superblock into five parcels. Hines has also agreed to make annual payments over the useful life of the Project for operation of the TMA; operation of the bicycle sharing facility; child care facilities; and subsidized transit passes. The current estimates of these one-time and annual contributions are included in this analysis for informational purposes, but these amounts are for the stated uses and cannot be used to pay for the cost of basic City services. OVERVIEW OF THE FISCAL IMPACT ANALYSIS METHODOLOGY The tax revenue estimates presented in this memo are based on the first round of Project-related spending only — i.e., the tax revenues derived directly from Project construction and annual sales
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by commercial uses and spending by households. Secondary and tertiary sources of tax revenue will also be generated as a result of indirect and induced economic activity that result from expenditures for construction and operation of the completed Project,2 but the amounts of these additional revenues, and the degree to which they will accrue to the City, are not susceptible to reliable estimation. Therefore, the estimates presented here understate, to some unknown degree, the actual tax revenues that the Project will produce for the City. The tax revenue estimates are based on a case study approach that utilizes a combination of data specific to the Project’s land uses, generally accepted tax revenue estimating approaches and previous HR&A analysis for comparable projects. The estimates assume that all of the taxes that would now apply to the Project would remain in place and that these taxes would continue under the same tax formulas and rates that are now in effect. The analysis focuses primarily on revenues that will be recorded in the City’s General Fund, along with estimates of a few nonGeneral Fund revenue sources and certain revenue sources to the Santa Monica-Malibu Unified School District (SMMUSD) and Santa Monica College (SMC), for informational purposes. The cost to the City to provide public services to the Project is based on a per-capita estimation approach applied to both Project employees and Project residents (as discussed further below). The net annual fiscal impact of the Project is equal to the annual revenues it generates for the City’s General Fund minus annual service costs paid out of the General Fund. The calculation of City service costs depend on how the accounting is performed, and whether “average” or “marginal” public service costs are used in the calculation. The marginal cost approach examines the degree to which a project’s service demands can be accommodated by existing service capacities, or would cause the need for an expansion of capacity, which is consistent with the way traffic and other environmental impacts, are calculated. It is similar in concept to the approach used to measure incremental environmental impacts (e.g., incremental traffic impacts). On the other hand, the marginal cost approach does not account for the sunk (i.e., already expended) cost of producing any existing surplus service capacity, nor the opportunity cost when a project uses up existing service capacity that will then no longer be available to a future project. The marginal cost approach also does not include costs for services that historically do not actually change as each new project is developed. Alternatively, it is also possible to estimate the average costs of city services that are provided directly to commercial uses and households. This is a much more conservative method for estimating the cost of city services associated with a project, because it assumes that services are delivered to the project site at the same average cost as all development in a city. For consistency with the fiscal analysis conducted for the LUCE EIR process in 2010, we elected to use the more conservative average cost approach. FISCAL IMPACTS OF PROJECT CONSTRUCTION HR&A estimates that the Project will generate about $1.7 million in new, one-time, constructionrelated revenues from various taxes, as summarized in Table 2. Most of these one-time revenues (about $831,000) consist of the City’s share of the sales tax on certain construction materials, assuming the construction contractor designates the Project site as the point of sales for construction material purchases. The balance comes from the business tax on the construction contractor’s gross receipts and from the unit dwelling tax on the Project’s new apartments. Estimates of these “multiplier effect” impacts are presented in a separate HR&A analysis of the Project’s general economic impacts in the City.
2
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Other one-time revenues include SMMUSD’s share of the sales tax on construction materials, pursuant to an agreement between the City and the SMMUSD for sharing a sales tax surcharge approved by City voters. The one-time Community Benefit payments to be made by Hines to the City, per the draft Development Agreement are also shown in Table 2. The calculation details for the estimates of one-time construction-related revenues are included in Appendix A, Appendix Table 13. Note that these estimates do not include any planning and construction permit fees, because those City charges are generally set at levels that are intended to directly offset City staff time to process them, and therefore they do not represent net new revenue to the City. Fees for traffic and other environmental mitigation included are also omitted, because such fees are generally set at levels to offset direct Project impacts, and therefore also do not represent net new City revenues. Table 2 Bergamot Transit Village Center Fiscal and Other Revenue Impacts from One‐Time Revenues During Construction 2013 $ One‐Time Revenues to the City's General Fund Construction Materials Sales Tax Contractor Business License Tax Unit Dwelling Tax Total One‐Time Revenues to the City's General Fund Other One‐Time Revenues Construction Materials Sales Tax (SMMUSD) Total Other One‐Time Revenues
$831,256 $738,715 $99,600 $1,669,571
$166,251 $166,251
1
One‐Time Community Benefit Payments Expo Buffer TMA Contribution Bike Share Faciltiy Big Blue Bus Power and Phone Line Traffic Signals Historic Preservation New Streets, Sidewalks & Landscaping
$2,000,000 $30,000 $20,000 $160,000 $1,350,000 $560,000 $75,000 $1,958,683 2
Total One‐Time Community Benefit Payments 1
$6,153,683
Per draft Development Agreement.
2
Not including the value of dedicated surface easements for new streets and sidewalks. Prepared by: HR&A Advisors, Inc.
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REVENUES FROM ANNUAL OPERATION OF THE COMPLETED PROJECT As summarized in Table 3, the Project is estimated to generate about $2.3 million in annual revenues to the City’s General Fund, an additional $1.1 million in other revenues to the City, SMMUSD and SMC, and an additional $880,000 in annual Community Benefit payments. After accounting for the cost to provide City services to the Project’s business and residents, the net fiscal impact to the City’s General Fund will be approximately $420,000. Each annual tax revenue category utilizes a different estimation approach, which is briefly described below. Appendix A includes calculation worksheets for each tax category.
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Table 3 Bergamot Transit Village Center Net Fiscal and Other Revenue Impacts from Annual Operations 2013 $ Annual Revenues to City's General Fund Property Tax
1
MVLF In Lieu of Proeprty Tax Business License Tax Sales Tax Parking Tax Utility Users' Tax Licenses and Permits Fines and Forfeitures
$594,442 1
$134,491 $453,397 $180,428 $370,046 $129,142 $322,115 $152,604
Total Annual Revenues to City's General Fund Less: City Service Costs Net Fiscal Impact to City's General Fund
$2,336,664 ($1,916,608) $420,056
Other Annual Revenues 1
$28,984
Property Tax (City Share of Voter‐Approved Indebtedness) Property Tax (City Share of Direct Assessments) City Revenue Subtotal Sales Tax (SMMUSD)
1
$508,807 $537,791 $36,086
Property Tax (SMMUSD Share of Voter‐Approved Indebtedness) Property Tax (SMMUSD Share of Direct Assessments) SMMUSD Revenue Subtotal
1
Property Tax (SMC Share of Voter‐Approved Indebtedness) Total Other Annual Revenues
1
$194,900 $1,124 $232,109
1
$339,099 $1,108,999
2
Annual Community Benefit Payments TMA Contribution Bike Share Facility Child Care Contribution Residential Transit Subsidy Van Pool Subsidy Employee Parking Cash Out Historic Preservation Total Annual Recurring Community Benefits 1
$15,000 $25,000 $200,000 $112,946 $65,250 $456,748 $5,000 $879,944
Net increases over existing taxes.
2
Per draft Development Agreement. Prepared by: HR&A Advisors, Inc.
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Net Property Tax Estimate. The property tax applicable to the Project site includes a one percent levy on the assessed value of land and buildings, which is distributed among different local public agency accounts, plus a proportional share of voter-approved indebtedness (calculated as a percentage of assessed value). The Project’s assessed value is assumed to be equal to the capitalized value of the office/retail and apartment components at stabilized operation, per HR&A’s separate analysis of the Project’s residual land value. The City receives 13.9 percent of the one percent general levy for general governmental purposes at the Project’s location.3 The Project will also be subject to various voter-approved bond measures, based on percentages of assessed value, and direct assessments whose charges are based on assessment-specific formulae. For example, the City receives direct assessment revenue for storm water cleanup and beach cleanup, while SMMUSD receives operating revenue from a parcel tax, and both SMMUSD and SMC receive property tax to pay for school facility construction bonds. For calculation convenience, the analysis assumes that the current bond debt shares of assessed value and assessment shares of assessed value, as derived from the Project site’s current tax bill, will remain about the same for the Project. See Appendix A, Appendix Table 4 for more details on the calculation methodology for each form of indebtedness and special assessment. The Project’s property tax revenues to the City, SMMUSD and SMC are presented net of existing property tax revenues generated from the Project site today, as are all other property-related taxes discussed below. HR&A estimates that the net new property tax revenue to the City’s General Fund will be approximately $594,000 at Project stabilization in 2016. Other net new property tax revenue generated from voter-approved indebtedness and direct assessments will be approximately $538,000 to the City, $196,000 to SMMUSD and $339,000 to SMC.4 All of the calculation details for the property tax estimates are included in Appendix A, Appendix Table 4. Net Motor Vehicle License Fee (MVLF) In Lieu Estimate. Beginning in 2005, the State reduced the Motor Vehicle License Fee from two percent to 0.65 percent. The State kept local government revenues whole by swapping the lost Motor Vehicle License Fee revenue for an equivalent amount of property tax revenue. In the City of Santa Monica, the rebate is equal to approximately 0.03 percent of Citywide assessed valuation. The Project’s estimated revenues were calculated net of existing revenues to estimate net new MVLF in lieu revenues. Applying the rebate rate to the Project’s assessed value, the Project will yield about $134,000 at stabilization. Further calculation details are included in Appendix A, Appendix Table 4. Business License Tax Estimate. The City collects a tax on the gross receipts (i.e., sales) earned by businesses within its boundaries, according to a tax rate schedule that varies by type of business and business category. Applying the City tax rates applicable to office tenants, retail tenants and real estate landlords to their respective sales, based on the Applicant’s financial projections of earnings as the landlord, and HR&A’s estimation of the future tenants’ annual gross sales per square foot based on a periodic U.S. government economic survey, results in about an estimate of $453,000 in annual business license tax revenue to the City’s General Fund. Further calculation details are included in Appendix A, Appendix Table 7. 3 Both SMMUSD and SMC also receive shares of the 1% general levy, but since these net new revenues will be offset by a reduction in State financial aid under California’s system of K-14 public school financing, this does not represent a net benefit to either school district. Accordingly, these property tax shares are not included in this analysis.
The net increase on SMMUSD’s direct assessment parcel tax is derived from the planned re-division of the site into five parcels from two parcels currently.
4
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Sales Tax Estimate. The City receives 1.25 percent out of the 9.50 percent tax applicable to retail and certain other sales within the City limits that are subject to the State sales and use tax. The balance of the tax goes to the County and the State of California, although the City does receive some additional portions of the State and County sales tax shares for special purposes, including public safety, road maintenance and public transportation projects. In addition to the City’s share, SMMUSD also receives 0.25 percent of the sales tax. The sales tax revenue projection for the Project’s retail uses is based on HR&A’s projection of sales that are subject to the sales tax. From these assumptions it is projected that the Project will generate about $180,000 per year in annual sales tax revenue to the City.5 SMMUSD would receive an additional $36,000 per year in sales tax revenue. All of the sales tax calculation assumptions are detailed in Appendix A, Appendix Table 5. Parking Tax Estimate. The City imposes a 10.0 percent tax on the cost of parking. This tax applies to the monthly parking fees for office and retail tenants and users and residents. Based on assumptions for parking revenue provided by Hines, it is estimated that the Project will generate approximately $370,000 to the City in annual parking tax revenue. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 8. Utility User’s Tax Estimate. The City charges a 10.0 percent tax on the cost of electricity and the cost of natural gas.6 All of the Project’s commercial and residential uses are subject to this tax. Using utility cost per square foot factors from the U.S. Department of Energy’s Commercial Building Energy Consumption Survey and HR&A estimates of household utility costs, and applying the tax rates to those projected utility costs, it is estimated that the Project will generate about $129,000 to the City annually in utility users’ tax revenue. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 9. Licenses and Permits Revenue Estimate. The City generates approximately $304 per residentequivalent7 from licenses and permits. Using this factor and applying it to the projected number of resident-equivalents at the Project, it is estimated that the Project will generate about $322,000 annually to the City in license and permit fees. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 10. Fines and Forfeitures Revenue Estimate. The City generates approximately $144 per residentequivalent from fines and forfeitures. Using this factor and applying it to the projected number of resident-equivalents at the Project, it is estimated that the Project will generate about $153,000 annually to the City in fines and forfeitures. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 10. ANNUAL CITY SERVICE COSTS AND NET FISCAL IMPACTS Projections of the cost to provide City services to the Project were calculated to determine the net fiscal impact to the City. This was accomplished by using a per-“resident-equivalent” average cost accounting approach for those City departments that provide direct services to households, businesses and institutions (e.g., Police and Fire). As noted above, this is a conservative estimating approach, because it assumes that City services are delivered to the Project at the same average 5 HR&A estimates that Project households will contribute only a very small amount of new taxable spending (i.e., about $400 annually), which is not included in this analysis. 6
Also: telephone and cable television, but these are not susceptible to reliable estimation.
7
The term “resident-equivalent” is explained in more detail in the next section of this memo about City service costs.
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cost per person as all other locations in the City, despite the fact that the Project provides some internal services (e.g., security) that would reduce these City-wide average costs. Only some City departments provide direct services to commercial business and residents, and only some of these are supported primarily by General Fund tax revenues, rather than fees for services, grants or other non-General Fund revenue sources. The departments that fit both of these categories include: Records & Elections, Police, Fire, Community & Cultural Services, Housing, Planning & Economic Development, Library, and Public Works (see Appendix A, Appendix Table 11 for list of impacted and non-impacted departments). Altogether, the FY 2011-12 estimated actual appropriations for these seven departments, net of other departmental revenues, account for about 75 percent of all City departmental appropriations.8 Based on the number of City residents, the number of employees working in the City and the number of daily visitors to the City, expressed as resident-equivalents to reflect their presence in the City for only a portion of a day (see Appendix A, Appendix Table 3 for more details), it is possible to derive per-capita costs of each of these City services. The projections of the cost to provide City services to the Project were calculated using the direct on-site employment estimates derived from HR&A’s separate Economic Impact Analysis and the projected residential population (see Appendix A, Appendix Table 12 for more details). It is estimated that City services provided to the Project will cost approximately $1.9 million annually, as shown in Table 4. Thus, the net fiscal benefit to the City after deducting these City service costs to the Project from Project-generated General Fund revenues will be approximately $420,000 per year. Table 4 Bergamot Transit Village Center Net Fiscal Impacts from Annual Operations
Total Annual Recurring Revenues to City's General Fund Less: City Service Costs Net Fiscal Impact to City's General Fund
2013 $ $2,336,664 ($1,916,608) $420,056
Prepared by: HR&A Advisors, Inc.
************************* We are available to answer any questions that you, Hines, City decision makers, or members of the public may have about the net fiscal impacts of the Project as presented in this memorandum.
8
City of Santa Monica, FY 2013-15 Proposed Budget.
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APPENDIX A Detailed Calculations of Fiscal Impact Analysis Appendix Table 1 – Fiscal and Other Revenue Impacts ........................................................................ 13 Appendix Table 2 – Project Assumptions .................................................................................................. 14 Appendix Table 3 – Project Resident Equivalents ................................................................................... 15 Appendix Table 4 – Estimated Property Taxes ....................................................................................... 16 Appendix Table 5 – Estimated Sales Taxes ............................................................................................. 17 Appendix Table 6 – Estimated Office Gross Sales Calculation............................................................ 18 Appendix Table 7 – Estimated Business License Taxes ........................................................................... 19 Appendix Table 8 – Estimated Parking Taxes ......................................................................................... 20 Appendix Table 9 – Estimated Utility Users’ Taxes ................................................................................. 21 Appendix Table 10 – Estimated Other Taxes .......................................................................................... 22 Appendix Table 11 – City Services Categories ....................................................................................... 23 Appendix Table 12 – Estimated City Service Costs ................................................................................ 24 Appendix Table 13 – Estimated Construction-Related Taxes ............................................................... 25 Appendix Table 14 – Estimated Community Benefit Payments............................................................. 26
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Appendix Table 1 Bergamot Transit Village Center Fiscal and Other Revenue Impacts from Annual Operations and One‐Time Revenues During Construction 2013 $ Annual Revenues to City's General Fund Property Tax
1
MVLF In Lieu of Proeprty Tax Business License Tax Sales Tax Parking Tax Utility Users' Tax Licenses and Permits Fines and Forfeitures
$594,442 1
$134,491 $453,397 $180,428 $370,046 $129,142 $322,115 $152,604
Total Annual Recurring Revenues to City's General Fund Less: City Service Costs Net Fiscal Impact to City's General Fund
$2,336,664 ($1,916,608) $420,056
Other Annual Revenues Property Tax (City Share of Voter‐Approved Indebtedness) Property Tax (City Share of Direct Assessments) City Revenue Subtotal Sales Tax (SMMUSD)
1
$28,984
1
$508,807 $537,791 $36,086
Property Tax (SMMUSD Share of Voter‐Approved Indebtedness) Property Tax (SMMUSD Share of Direct Assessments) SMMUSD Revenue Subtotal
1
Property Tax (SMC Share of Voter‐Approved Indebtedness) Total Annual Other Revenues
1
$194,900 $1,124 $232,109
1
$339,099 $1,108,999
2
Annual Community Benefit Payments TMA Contribution Bike Share Facility Child Care Contribution Residential Transit Subsidy Van Pool Subsidy Employee Parking Cash Out Historic Preservation Total Annual Recurring Community Benefits
$15,000 $25,000 $200,000 $112,946 $65,250 $456,748 $5,000 $879,944
One‐Time Revenues to the City's General Fund Construction Materials Sales Tax Contractor Business License Tax Unit Dwelling Tax
$831,256 $738,715 $99,600
Total One‐Time Revenues to the City's General Fund Other One‐Time Revenues Construction Materials Sales Tax (SMMUSD) Total Other One‐Time Revenues
$1,669,571
$166,251 $166,251
2
One‐Time Community Benefit Payments Expo Buffer TMA Contribution Bike Share Faciltiy Big Blue Bus Power and Phone Line Traffic Signals Historic Preservation New Streets, Sidewalks & Landscaping
$2,000,000 $30,000 $20,000 $160,000 $1,350,000 $560,000 $75,000 $1,958,683 3
Total One‐Time Community Benefit Payments 1
Net increases over existing taxes.
2
Per draft Development Agreement.
$6,153,683
3
Not including the value of dedicated surface easements for new streets and sidewalks. Prepared by: HR&A Advisors, Inc.
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Appendix Table 2 Bergamot Transit Village Center Project Assumptions Market Rate Residential Space Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR Total
1
NSF 60,596 43,470 13,923 90,221 60,771 5,227 274,208 NSF 309,729 363,094
Unit Total/Avg. Total Residential Commercial Space Retail Office 1
Parking Retail/Office Residential 1
1
NSF 29,391 374,423
Units SF/Unit 164 369 82 530 24 580 105 859 62 980 4 1,307 441
Affordable ‐ Very Low
Affordable ‐ Low Rent $1,600 $2,500 $2,600 $3,175 $3,275 $4,420
NSF 1,084 540
Units
SF/Unit 3 361 1 540
2,523
3
4,147
7
841
Rent $680 $778 $875
NSF 6,927 4,380 1,821 10,193 6,821 1,232 31,374
Units SF/Unit 19 365 8 548 3 607 12 849 7 974 1 1,232 50
Rent $567 $648 $648 $729 $729 $810
Wtd Avg Wtd Avg Units SF/Unit Rent 498 622 $2,458 Per Unit
Units SF/Unit 13 2,261 73 5,160
Rent $57.00 PSF $54.00 PSF
Spaces 1,189 747
Per Hines.
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Appendix Table 3 Bergamot Transit Village Center Project Resident‐Equivalents Number
% of Day in City
Resident‐Equivalents
Out‐Commuting Resident Workers Group Quarters Population Remaining Residential Population
37,894 2,126 50,357
67% 50% 100%
25,389 1,063 50,357
Subtotal
90,377
1
Population in Households
2
Non‐Resident Daytime Employment Population Subtotal
3
72,270
76,809 24%
72,270
17,345 17,345
4
Visitor Population Overnight & Day Visitors Non‐Resident Beach Visitors
12,822 7,797
Subtotal
20,619
10,162
183,266
104,316
Grand Total 1
5
75% 7%
9,617 546
Population per 2011 ACS, U.S. Census Bureau.
2
Out‐communting resident wokers per Longitudinal Employment Housing Data, 2011, U.S. Census Bureau.
3
In‐communting resident wokers per Longitudinal Employment Housing Data, 2011, U.S. Census Bureau.
4
Data per City of Santa Monica Land Use & Circulation Element, Opportunities & Challenges, Table 3.1‐5. Does not include non‐resident Santa Monica college students or non‐resident students attending SMMUSD on permit.
5
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Appendix Table 4 Bergamot Transit Village Center Estimated Property Taxes 1
Stabilized Valuation Office/Retail NOI Cap Rate Valuation Residential Units NOI Cap Rate Valuation Grand Total (2013 $)
$14,712,487 6.3% $234,759,544 $9,373,088 4.8% $194,260,886 $429,020,430
Motor Vehicle License Fee (MVLF) In Lieu City MVLF in Lieu of Property Tax Citywide Assessed Value MVLF In Lieu Share of Assessed Valuation
$7,565,006 $24,000,000,000 2
Project Tax General Levy City General Fund Revenue MVLF In Lieu City Revenue
0.032%
1.0% 13.9%
$4,290,204 $597,712
0.03%
$135,231
0.7% 7.9% 4.6%
$29,143 $340,964 $195,972
0.1% $375
$511,605 $1,873
3
Voter Indebtedness City Revenue SMC Revenue SMMUSD Revenue Direct Assessments
3
4
City Revenue SMMUSD Revenue 5
Existing Tax Assessed Value General Levy City General Fund Revenue MVLF In Lieu City Revenue
1.0% 13.9%
$2,346,757 $23,468 $3,270
0.03%
$740
3
Voter Indebtedness City Revenue SMC Revenue SMMUSD Revenue Direct Assessments
0.7% 7.9% 4.6%
$159 $1,865 $1,072
0.1% $375
$2,799 $749
3
4
City Revenue SMMUSD Revenue 6
Net New Property Tax General Levy City General Fund Revenue MVLF In Lieu City Revenue Voter Indebtedness City Revenue SMC Revenue SMMUSD Revenue Direct Assessments City Revenue SMMUSD Revenue
$594,442 $134,491 $28,984 $339,099 $194,900 $508,807 $1,124
1
Per Hines and HR&A Residual Land Value Analysis.
2
City MVLF in Lieu of Property Tax is calculated as a percent of total City assessed valuation.
3
Assumes tax rates effective 1/1/2013 remain in effect throughout projection period.
4
City has two direct assessments: storm water fee and clean beach tax.
5
LA County Assessor Data.
6
Project minus existing. Does not include general levy property tax shares to SMMUSD or SMC because such revenues are not a source of net new revenue.
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Appendix Table 5 Bergamot Transit Village Center Estimated Sales Tax Gross Sales 1
Tenant Type Restaurants Coffee Shop Mini‐Grocer Misc Retailers Totals
NSF 15,500 1,000 2,000 10,891 $29,391
2
Per SF $650 $350 $500 $400
Annual Gross Sales $10,075,000 $350,000 $1,000,000 $4,356,400 $15,781,400
Annual Gross Sales with 5% Vacancy $9,571,250 $332,500 $950,000 $4,138,580 $14,992,330
3
City's Sales Tax Rate Annual Sales Tax Revenue (2013 $)
Taxable % 100% 75% 50% 100%
Annual Taxable Retail Sales $9,571,250 $249,375 $475,000 $4,138,580 $14,434,205 1.25% $180,428
3
0.25% $36,086
Other Sales Tax Rate (SMMUSD) Annual Sales Tax Revenue (2013 $) 1
Per Hines.
2
Per Hines and HR&A, Advisors Inc. Assumes tax rates effective 1/1/2013 remain in effect without change over the projection period.
3
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Appendix Table 6 Bergamot Transit Village Center Estimated Office Gross Sales Calculation Employer sales, shipments, receipts, revenue, or business done
Number of employer 1
establishments 27,780 $1,989,415
City of Santa Monica Total Gross Receipts per Establishments Gross Receipts per Employee
1
per pay period ($1,000) $15,166,017 263,239
$763 3
Adjustment for Non‐Taxable Receipts 1 U.S. Census Bureau, 2007 Economic Census. 3
1
Number of paid employees
$209,946
2
Gross Receipts per Square Foot
2
1
($1,000) $55,265,950
Annual payroll
$229
275 square feet per employee, per City of Santa Monica, Land Use and Circulation Element. 70% adjustment, per gross recepits data from Ocean Park Business Park and Lantana Office Park, provided by Santa Monica Finance Department.
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Appendix Table 7 Bergamot Transit Village Center Estimated Business License Tax Landlord Gross Receipts Office Space
Tenant Gross Receipts @ 95% Occupancy # Office Tenants
1
374,423
Sales per Tenant
Occupied Square Footage (95%)
355,702
Office Sales
1
$54.00 $20,768,886
# Retail Tenants Sales per Tenant
$2,822,660 $23,591,546
Retail Sales
Net Square Feet
Annual Rental Rate (Full Gross) Annual Rental Income 4
Parking Income Office Total Income Retail Space 1 Net Square Feet Occupied Square Footage (95%) Annual Rental Rate (NNN) Retail Total Income
1
2
3
73
$1,122,612 $81,467,069 13 $1,153,256 $14,992,330
29,391 28,215 $57.00 $1,675,287
Residential Units 1
Units Occupied Units
498 473 5
Monthly Rental Rate per Unit 1
Annual Rental Income 1
Premium Income 1
Parking Income 1
Other Income Residential Total Income
$2,458 $13,462,920 $102,090 $877,800 $403,888 $14,846,698
Gross Sales Landlord Income Retail Tenant Office Tenant Total (2013 $)
Less: $60,000 Per Building or Tenant
$40,113,531 $14,992,330 $81,467,069
$60,000 $780,000 $4,354,152
Taxable Sales $40,053,531 $14,212,330 $77,112,917
1
Per Hines and HR&A residual Land Value Analysis.
2
See Office Gross Sales Calculation in Appendix Table 6.
3
See Sales Tax calculation in Appendix Table 5.
4
See Parking Tax calculation in Appendix Table 8.
5
See weighted average rent in Appendix Table 2. Assumes tax rates effective 1/1/2013 remain in effect without change over the projection period.
6
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Tax Per $1,000
6
$1.25 $1.25 $5.00
Tax Amount $50,067 $17,765 $385,565 $453,397
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Appendix Table 8 Bergamot Transit Village Center Estimated Parking Tax Parking Space Revenue per Allocation Residential
3
Parking Tax Revenue (2013 $)
Month
665
1
Office/Retail
1
NSF 374,423
1
Annual Revenue
110
$877,800
Revenue per
Annual Revenue $2,822,660
1
Year $7.54
City Tax
2
10%
Parking Tax $87,780
2
City Tax Parking Tax 10% $282,266 $370,046
1
Per Hines.
2
Assumes tax rates effective 1/1/2013 remain in effect without change over the projection period. Only applies to market rate residential parking, affordable units are not charged parking fees.
3
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Appendix Table 9 Bergamot Transit Village Center Estimated Utility Users' Taxes 1
Total Cost City Tax $724,038 10.00% $102,165 10.00%
3
Total Cost City Tax $465,218 10.00%
Retail/Office Electricity Gas
Gross SF Cost / Sq Ft 444,195 $1.63 444,195 $0.23
Residential Electricity & Gas
Units Cost / Unit 498 $934.17
2
Tax Revenue $72,404 $10,216
2
Tax Revenue $46,522
1
$129,142
Totals (2013 $) 1
Per U.S. Department of Energy 2006 Commercial Building Energy Consumption Survey, inflated to 2013.
2
Assumes tax rates effective 1/1/2013 remain in effect without change over the projection period. Per U.S. Department of Energy 2009 Residential Energy Cosumption Survey, inflated to 2013.
3
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Appendix Table 10 Bergamot Transit Village Center Estimated Other Taxes % of Day in City Residential Units
Resident‐ Equivalents
498
Renter Occupied Persons per Household Residential Resident‐Equivalents Office Resident‐Equivalents
1
2
803
3
Retail/Parking Resident‐Equivalents
1.61
3
88%
710
1,399
24%
336
89
24%
21
Grand Total Project Resident‐Equivalents
1,067
Fines and Forfeitures FY 2012‐2013 Estimated Actual Revenues
4
5
Total Resident‐Equivalents Per Resident‐Equivalent Annual Revenues (2013 $)
Licenses and Permits 4 FY 2012‐2013 Estimated Actual Revenues 5
Total Resident‐Equivalents Per Resident‐Equivalent Annual Revenues (2013 $)
$15,045,000 104,316 $144.23 $153,904
$31,756,901 104,316 $304.43 $324,860
1
Per 2011 ACS, U.S. Census Bureau.
2
88% equals weighted average between out‐commuting resident‐workers and remaining residential population.
3
See HR&A Economic Imapct Analysis.
4
Per FY 2013‐2015 Proposed Budget City of Santa Monica. See Resident‐Equivalent calculation in Appendix Table 3.
5
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Appendix Table 11 Bergamot Transit Village Center City Service Cost Categoreis
1
City Service Catoegories City Council City Manager Records & Election Services City Attorney Finance Human Resources Informaiton Technology Planning & Community Development Police Fire Community & Cultural Services Library Housing & Econ Development Public Works
Impacted by Project
Not Impacted by Project
1
Per FY 2013‐2015 Proposed Budget, City of Santa Monica.
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Appendix Table 12 Bergamot Transit Village Center Estimated City Service Costs 2012‐2013 Rev. Budget Records & Election Services Police Fire Community & Cultural Services Library Housing & Econ Development Public Works
1
104,316 104,316 104,316 104,316 104,316 104,316 104,316
$26.41 $705.97 $301.85 $343.62 $109.81 $67.12 $256.60
$188,956,114
Number Project Residential Units
$1,811.38
% of Day in City
Resident‐Equivalents
498
Renter Occupied Persons per Household Residential Resident‐Equivalents Office Resident‐Equivalents
Cost Per Resident‐ Equivalent
2
$2,755,331 $73,644,046 $31,488,227 $35,844,827 $11,454,656 $7,001,264 $26,767,763
Total Operating Budget, from Impacted Departments
Total Resident‐ Equivalent Population
3
4
5
Retail/Parking Resident‐Equivalents
5
Total Resident‐Equivalents Cost per Resident‐Equivalent (from above) Total Cost of City Services (2013 $)
1.61 803 1,399
88% 24%
710 336
89
24%
21 1,067 $1,811.38 $1,932,941
1
FY 2013‐15 Proposed Budget, City of Santa Monica.
2
See Appendix Table 3.
3
Per 2011 ACS, U.S. Census Bureau.
4 5
88% equals weighted average between out‐commuting resident‐workers and remaining residential population. See HR&A Economic Impact Analysis.
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Appendix Table 13 Bergamot Transit Village Center Estimated Construction Related (One‐Time) Taxes Construction Materials Sales Tax Hard Construction Cost ‐ Office/Retail
1
$124,304,827
1
$121,993,348 $246,298,175
Hard Construction Cost ‐ Residential Hard Construction Cost of New Development 2
60.00%
Materials Share
Materials Share Subject to Tax
2
50.00%
Materials Share Subject to Tax in Santa Monica
2
3
90.00% 1.25%
Tax Rate
4
One‐Time Revenue (2013 $)
$831,256
Construction Materials Sales Tax (SMMUSD) Hard Construction Cost ‐ Office/Retail
1
$124,304,827
1
$121,993,348 $246,298,175
Hard Construction Cost ‐ Residential Hard Construction Cost of New Development 2
60.00%
Materials Share
Materials Share Subject to Tax
2
Materials Share Subject to Tax in Santa Monica
50.00% 2
3
90.00% 0.25%
Tax Rate
4
One‐Time Revenue (2013 $)
Construction Business License Tax Contractor's Tax Total Hard Construction Costs Less: $60,000/Project Gross Receipts ‐ $60,000/Project
$166,251
$246,298,175 $60,000 $246,238,175
3
Tax Rate Per $1,000 >$60,000 One‐Time Revenue (2013 $) Unit Dwelling Tax Total Dwelling Units
$3.00 $738,715
498
3
Tax Rate Per Dwelling Unit One‐Time Revenue (2013 $)
$200 $99,600
1
Per Hines and HR&A Residual Land Value Analysis.
2
Per HR&A.
3
Assumes tax rates effective 1/1/2013 remain in effect without change over the projection period. Assumes Project site is registered as point of sale for all construction materials.
4
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Appendix Table 14 Bergamot Transit Village Center Estimated Community Benefit Payments 1
Annual Recurring Community Benefit Payments TMA Contribution Bike Share Facility Child Care Contribution Residential Transit Subsidy Van Pool Subsidy Employee Parking Cash Out Historic Preservation Total Annual Recurring Community Benefit Payments
$15,000 $25,000 $200,000 $112,946 $65,250 $456,748 $5,000 $879,944
1
One‐Time Community Benefit Payments Expo Buffer TMA Contribution Bike Share Faciltiy Big Blue Bus Power and Phone Line Traffic Signals & Synchronization Historic Preservation New Streets, Sidewalks & Landscaping
$2,000,000 $30,000 $20,000 $160,000 $1,350,000 $560,000 $75,000 $1,958,683 2
Total One‐Time Community Benefit Payments
$6,153,683
1
Per draft Development Agreement. Not including the value of dedicated surface easements for new streets and sidewalks.
2
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ATTACHMENT D ECONOMIC IMPACT ANALYSIS
54
MEMORANDUM To:
Jing Yeo, City of Santa Monica
From:
Paul J. Silvern and David Berneman
Date:
August 29, 2013
Re:
Estimates of Economic Impacts from Construction and Annual Operation of the Bergamot Transit Village Center
At your request, HR&A Advisors, Inc. (HR&A) prepared estimates of the scale of impact that the Bergamot Transit Village Center mixed-use development will have on the City of Santa Monica’s (“City”) economy. The development, which is being proposed by Hines, Inc. (“Hines”) for a 7.1acre site fronting Olympic Boulevard between 26th Street and Stewart Street, consists of 498 residential units, of which 57 will be designated as affordable units; approximately 29,000 net square feet of neighborhood retail; approximately 374,000 net square feet of creative office space; and about 1,930 parking spaces (“Project”). Following a summary of the economic impact analysis results, this memo describes how Project-related economic impacts were estimated and projected. SUMMARY OF BERGAMOT TRANSIT VILLAGE CENTER IMPACTS IN THE CITY OF SANTA MONICA ECONOMY The "economic impact" of the Project, as used in this analysis, is the incremental difference that its construction and annual operation will make to the number of people employed, employee compensation earned (i.e., wages and benefits) and the resulting circulation of dollars throughout the City economy. Using a well-established input-output economic model for the County of Los Angeles, which has been tailored to the City economy based on the City’s ZIP codes, estimates were made of the Project’s economic impact. The estimates include the “direct” effects of the Project (i.e., the construction expenditures and annual operation of the Project once it is completed), as well as the “multiplier effect” from the circulation of these direct impacts within the City economy. Based on the IMPLAN model analysis, we conclude that the development of the Bergamot Transit Village Center will have the following impacts in the City’s economy (all dollar-denominated impacts are stated in 2013 dollars):
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Construction Impacts The total planned private investment of $242 million (2013 $) to construct the Project translates to the following economic impact results: About 2,325 total jobs (i.e., direct on-site + “multiplier effect”). o Of which about 1,781 will be on-site construction jobs. About $109 million (2013 $) in compensation paid to workers directly and indirectly associated with project construction. o Of which about $83 million (2013 $) will be paid to on-site construction workers. About $322 million in total economic output (2013 $). o Including an approximately $246 million (2013 $) private investment in hard construction. Annual Operations Impacts The Project’s new retail, office and residential uses will have the following net new economic impacts once construction has been completed and the Project has achieved stabilized operation:
About 2,109 total jobs (i.e., direct on-site + “multiplier effect”) o Of which 1,448 jobs will be located in commercial space on site.
About $146 million (2013 $) in compensation paid to workers directly and indirectly associated with annual project operation. o Of which $113 million (2013 $) will be paid to on-site workers.
About $385 million in total economic output (2013 $). o Including $282 million (2013 $) associated with business operations on site, measured in producer prices.
PROJECT DESCRIPTION The Project site is located at 1681 26th Street in the eastern portion of the City, and across the street from the future Olympic/26th Street Station for the Los Angeles County Metropolitan Transit Authority’s (Metro) Exposition (Expo) Light-Rail line, which will connect downtown Santa Monica to downtown Los Angeles. The approximately 7.1-acre project site is a flat, linear shaped parcel, consisting of two legal lots bound by Olympic Boulevard to the south, 26th Street to the west, commercial office uses to north, and Stewart Street to the east. The Project has been analyzed in a Draft and Final Environmental Impact Report (EIR). Subsequent to publication of the Draft EIR, and in response to public input and comment, Hines announced its intention to pursue Alternative 3 (Residential Project Alternative), which is described and analyzed thoroughly in Draft EIR Chapter 6 (Alternatives to the Proposed Project). Alternative 3 includes demolition of the approximately 206,000 sf of vacant industrial and office buildings, surface parking areas, and limited vegetation currently located on the Project site and construction of five mixed-use buildings that would house creative office, retail/service, and residential uses totaling approximately 895,998 gross sf of building area, as well as subterranean parking and ground floor recreational open space, as illustrated in Figure 1, on the following page.1 This version of the Project represents a further refinement of the originally-proposed Project which resulted from input and comments received from the City Council, Planning Commission, and the public. At the time of the Initial Study/Notice of Preparation (November 16, 2010), Hines had proposed an approximately 957,000 total square
1
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Figure 1: Conceptual Site Plan
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Based on further information provided by Hines, the details of the Project’s land uses that have been utilized in the analysis presented herein are shown in Table 1. Table 1 Bergamot Transit Village Center Project Assumptions Market Rate Residential Space Studio 1 BR 1 BR Loft 2 BR 2 BR Townhouse 3 BR Total
1
NSF Units SF/Unit 60,596 164 369 43,470 82 530 13,923 24 580 90,221 105 859 60,771 62 980 5,227 4 1,307 274,208 441 Wtd Avg NSF Units SF/Unit 309,729 498 622 363,094
Unit Total/Avg. Total Residential Commercial Space Retail Office
1
1
Parking Retail/Office Residential 1
Affordable ‐ Low Rent $1,600 $2,500 $2,600 $3,175 $3,275 $4,420
NSF Units SF/Unit 1,084 3 361 540 1 540 2,523
3
4,147 Wtd Avg Rent $2,253 Per Unit
7
841
Affordable ‐ Very Low Rent $680 $778
NSF Units SF/Unit 6,927 19 365 4,380 8 548 1,821 3 607 $875 10,193 12 849 6,821 7 974 1,232 1 1,232 31,374 50
Rent $567 $648 $648 $729 $729 $810
NSF Units SF/Unit Rent 29,391 13 2,261 $57.00 PSF 374,423 73 5,160 $54.00 PSF Spaces 1,189 747
Per Hines.
OVERVIEW OF THE IMPLAN INPUT-OUTPUT MODEL Employment and other economic impacts related to the construction of the Project and its annual operation once it is completed, were estimated using the IMPLAN input-output model and data specific to Los Angeles County as of 2011, which is the latest year for which model data are available, and then modified to fit the boundaries of the City based on ZIP codes. Input-output analysis is an economic impact modeling method for understanding the interactions among the industries in a local economy that result from investment in a new development project or other economic changes. In form, it resembles a giant matrix, or spreadsheet, in which the “inflows” of goods and services needed by an industry (i.e., the purchasing sectors) are the columns and the rows consist of the outputs, or selling sectors. This type of economic model enables analysis of the specific sectors in an area’s economy that are affected, and by how much, when a dollar’s worth of investment, new employment or other measure of “final demand” is added to a particular sector or sectors. These inter-industry relationships can be expressed in terms of dollar impacts (measured in producer prices) or employment impacts. IMPLAN is a widely accepted model that HR&A and many others, including many public agencies, use to estimate the economic consequences of new investment in, or other changes to, a local or regional economy. It explicitly accounts for impact “leakage,” or the fact that not all economic impacts are necessarily experienced inside the geographic area under study. The IMPLAN model
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can be used to generate estimates of direct, indirect and induced employment, compensation (i.e., wages and benefits) and total economic output (i.e., a summary measure of all spending and economic activity), for both the construction phase of a project, and annually, once it has been completed and occupied. “Employment” includes all individual full-time and part-time jobs, regardless of whether they are permanent or temporary, and self-employed persons as well as wage and salary workers. “Direct” impacts include the investment in Project construction, and for the completed Project, retail and business sales and local household spending. Therefore, the direct impacts occur at the Project site wholly within the City. “Indirect” impacts are those resulting from construction contractor purchases of goods and services to support Project construction, and goods and services purchased by Project retailers and office tenants to support their business operations. These occur elsewhere in the City. “Induced” impacts result when direct and indirect employees (related to construction and annual business operations) spend their compensation on consumer and other household-related goods and services, plus local spending from the Project’s new dwelling units, both market rate and affordable. These impacts are spread throughout the City. The indirect and induced effects are together sometimes referred to as the “multiplier effect” of the direct impacts. ECONOMIC IMPACTS OF PROJECT CONSTRUCTION The economic impact estimates for Project construction are based on Hines’ and HR&A estimates of all hard construction costs, including site-related work, building construction, parking construction, public amenities construction and tenant improvements (see Appendix A, Appendix Table 1 for more details). Further details about these costs are also provided in companion HR&A memoranda about the Project’s residual land value and net fiscal impacts. These final demand values are assigned to the applicable commercial and residential construction sectors in the IMPLAN model, which then generates the direct, indirect, induced employment, employee compensation and economic impacts associated with Project construction. These are, essentially, one-time impacts that occur incrementally over the months of Project construction. This analysis assumes that construction will occur in stages between 2014 and 2016, with a grand opening in 2016. The component results of the IMPLAN analysis are summarized in Table 2. IMPLAN model results by individual industry sector, for employment, compensation and output are included in Appendix A.
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Table 2 Bergamot Transit Village Center Employment and Other Economic Impacts in City of Santa Monica Economy from CONSTRUCTION, 2013 Dollars Impact Category Employment Construction Other Total Employee Compensation Total Economic Output 1
Direct Impact
Indirect Impact
Induced Impact
Total Impact
1
1,781
0
0
1,781
0
304
239
544
1,781
304
239
2,325
$82,618,572
$16,060,956
$10,281,918
$108,961,447
$246,298,174
$43,084,329
$32,689,672
$322,072,175
Totals may not sum precisely due to independent rounding.
Sources: Hines; Minnesota IMPLAN Group, Inc.; HR&A Advisors, Inc.
ECONOMIC IMPACTS OF ANNUAL PROJECT OPERATION The annual economic impacts of the Project, once it is completed, were also derived from the IMPLAN model. In this case, final demand is defined in terms of the estimated number of direct jobs on site. The direct jobs were estimated using the same employment density factors that were utilized in preparing analysis of the City’s 2010 Land Use and Circulation Elements update (i.e., 275 square feet per office job and 425 square feet per creative retail job), in addition to an HR&A parking space per job factor to account for parking garage staff (i.e., 100 spaces per job). HR&A also made assumptions about the distribution of commercial office jobs between four general industry sectors that are consistent with City’s definition of “creative office” uses (i.e., 25% of the total jobs estimate assigned to businesses in motion pictures production and distribution, architectural and engineering services, computer programming, and other design services). Further details about these direct employment estimates are provided in Appendix B, Appendix Table 3. IMPLAN was then used to translate the numbers of direct jobs by industry sector into total jobs, total compensation and total economic output impacts2 in the City’s economy. In addition to using direct jobs to account for the impacts derived from the various non-residential components of the Project, projected household spending by Project residents was used to derive induced impacts from the residential components of the Project. Household spending estimates were generated using factors derived from the U.S. Bureau of Labor Statistic’s annual Consumer Expenditure Survey, by household income brackets, and factored to account for estimated shares of spending likely to occur within Santa Monica, and net of spending at the Project’s on-site retail and dining businesses to avoid impact double counting (i.e., the analysis separately accounts for the jobs-related impacts of the Project’s on-site retail and dining businesses). The applicable household income brackets were derived using standard assumptions about the relationship between monthly rent and household income required to pay rent. Further details regarding the household income and spending estimates can be found in Appendix B, Appendix Table 4. As noted above, IMPLAN expresses economic output in producer prices, not consumer prices. Therefore “direct” (i.e., on-site) output is not always the same as “sales.” For example, IMPLAN converts many categories of gross retail sales to output using “margins” to eliminate the manufacturing, transportation and wholesale costs associated with the consumer sale price of retail goods. For the Project’s restaurants and commercial office uses, economic output is equal to sales.
2
HR&A ADVISORS, INC.
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The component results of the IMPLAN analysis are summarized in Table 3. IMPLAN model results by individual industry sector, for employment, compensation and output are included in Appendix B. Table 3 Bergamot Transit Village Center Employment and Other Economic Impacts in City of Santa Monica Economy from ANNUAL OPERATION, 2013 Dollars Impact Category
Direct Impact
Indirect Impact
Induced Impact
Total Impact
1
Impacts from Commercial Operations Employment Employee Compensation Total Economic Output Employment Employee Compensation Total Economic Output Employment
1,448
334
255
2,037
$113,039,624
$18,627,547
$10,973,795
$142,640,966
$281,973,438 $58,277,300 Impacts from Spending by Households
$34,876,600
$375,127,338
0
0
72
72
$0
$0
$3,116,988
$3,116,988
$0
$10,002,515
$10,002,515
$0 TOTAL PROJECT IMPACTS 1,448
334
327
2,109
Employee Compensation
$113,039,624
$18,627,547
$14,090,783
$145,757,954
Total Economic Output
$281,973,438
$58,277,300
$44,879,115
$385,129,854
1
Totals may not sum precisely due to independent rounding.
Sources: Hines; Minnesota IMPLAN Group, Inc.; HR&A Advisors, Inc.
************************* We are available to answer any questions that you, Hines, City decision makers, or members of the public may have about the economic impacts of the Project on the City’s economy as presented in this memorandum.
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APPENDIX A Sector by Sector IMPLAN Results - Construction Appendix Table 1 – Construction Inputs .......................................................................................................9 Appendix Table 2 – Construction IMPLAN Results ................................................................................... 10
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Appendix Table 1 Bergamot Transit Village Center Construction Inputs
Land Use Office/Retail Residential Total
Hard Construction Cost (2013 $) $124,304,827 $121,993,348 $246,298,175
IMPLAN Sector Name 34 Commercial & Institutional Bldgs. 37 Residential Bldgs.
Source: Hines; IMPLAN
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Appendix Table 2 Bergamot Transit Village Center Construction ‐ Employment
34 37 369 413 324 319 360 320 394 397 327 330 329 331 325 425 356 367 398 295 323 354 328 414 400 382 386 368 335 426 321 322 411 387 392 374 399 395 381 326 396 391 355 20 377 393 351 419 388 39 384 401 380 432 424 407 96 375 365 338 427 422 423 371 370 404 421 415 376 379
IMPLAN Sector Construction of new nonresidential commercial and health care s Construction of new residential permanent site single‐ and multi‐ Architectural, engineering, and related services Food services and drinking places Retail Stores ‐ Food and beverage Wholesale trade businesses Real estate establishments Retail Stores ‐ Motor vehicle and parts Offices of physicians, dentists, and other health practitioners Private hospitals Retail Stores ‐ Clothing and clothing accessories Retail Stores ‐ Miscellaneous Retail Stores ‐ General merchandise Retail Nonstores ‐ Direct and electronic sales Retail Stores ‐ Health and personal care Civic, social, professional, and similar organizations Securities, commodity contracts, investments, and related activiti Legal services Nursing and residential care facilities Wood kitchen cabinet and countertop manufacturing Retail Stores ‐ Building material and garden supply Monetary authorities and depository credit intermediation activit Retail Stores ‐ Sporting goods, hobby, book and music Automotive repair and maintenance, except car washes Individual and family services Employment services Business support services Accounting, tax preparation, bookkeeping, and payroll services Transport by truck Private household operations Retail Stores ‐ Furniture and home furnishings Retail Stores ‐ Electronics and appliances Hotels and motels, including casino hotels Investigation and security services Private junior colleges, colleges, universities, and professional sc Management, scientific, and technical consulting services Child day care services Home health care services Management of companies and enterprises Retail Stores ‐ Gasoline stations Medical and diagnostic labs and outpatient and other ambulator Private elementary and secondary schools Nondepository credit intermediation and related activities Extraction of oil and natural gas Advertising and related services Other private educational services Telecommunications Personal care services Services to buildings and dwellings Maintenance and repair construction of nonresidential structures Office administrative services Community food, housing, and other relief services, including reh All other miscellaneous professional, scientific, and technical ser Other state and local government enterprises Grantmaking, giving, and social advocacy organizations Fitness and recreational sports centers Veneer and plywood manufacturing Environmental and other technical consulting services Commercial and industrial machinery and equipment rental and l Scenic and sightseeing transportation and support activities for t US Postal Service Other personal services Religious organizations Custom computer programming services Specialized design services Promoters of performing arts and sports and agents for public fig Dry‐cleaning and laundry services Car washes Scientific research and development services Veterinary services All Other Sectors Total
HR&A ADVISORS, INC.
Direct 1,040.84 740.57 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,781.42
Indirect 0.00 0.00 62.43 10.83 19.16 14.84 8.28 11.39 0.00 0.00 10.13 9.99 8.87 7.80 8.14 7.72 6.68 7.45 0.00 9.36 6.75 4.98 4.84 4.40 0.00 4.87 4.77 4.41 4.70 0.00 3.15 3.28 2.59 3.43 0.08 3.27 0.00 0.00 3.05 2.19 0.00 0.00 1.51 3.02 2.33 0.14 2.28 0.00 2.03 2.14 2.23 0.00 2.07 0.49 0.00 0.69 2.00 1.65 1.84 1.29 0.77 0.13 0.00 1.18 1.24 0.31 0.13 0.48 0.51 0.00 9.89 304.22
Induced 0.00 0.00 0.60 29.70 9.27 8.06 9.93 6.60 17.17 16.32 5.19 4.85 4.28 5.19 3.84 3.69 3.85 2.77 9.98 0.25 2.38 2.48 2.45 2.88 6.74 1.37 1.11 0.99 0.67 5.26 1.77 1.60 2.03 1.13 4.37 1.17 4.14 4.09 0.97 1.70 3.86 3.77 2.10 0.58 1.08 3.15 0.95 3.09 0.86 0.71 0.54 2.74 0.25 1.70 2.16 1.42 0.01 0.34 0.05 0.50 0.73 1.33 1.41 0.19 0.10 0.94 0.99 0.64 0.57 1.06 10.72 239.37
Total 1,040.84 740.57 63.02 40.54 28.43 22.90 18.21 17.99 17.17 16.32 15.32 14.83 13.15 12.99 11.98 11.41 10.54 10.22 9.98 9.61 9.13 7.46 7.29 7.28 6.74 6.24 5.88 5.41 5.37 5.26 4.92 4.87 4.61 4.56 4.44 4.44 4.14 4.09 4.01 3.89 3.86 3.77 3.61 3.60 3.41 3.29 3.24 3.09 2.89 2.85 2.77 2.74 2.32 2.19 2.16 2.12 2.01 1.99 1.89 1.79 1.51 1.46 1.41 1.37 1.34 1.25 1.12 1.12 1.08 1.06 20.61 2,325.00
% Total 44.8% 31.9% 2.7% 1.7% 1.2% 1.0% 0.8% 0.8% 0.7% 0.7% 0.7% 0.6% 0.6% 0.6% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.0% 0.0% 0.0% 0.0% 0.9% 100.0%
Cum % 44.8% 76.6% 79.3% 81.1% 82.3% 83.3% 84.1% 84.8% 85.6% 86.3% 86.9% 87.6% 88.1% 88.7% 89.2% 89.7% 90.2% 90.6% 91.0% 91.4% 91.8% 92.2% 92.5% 92.8% 93.1% 93.3% 93.6% 93.8% 94.1% 94.3% 94.5% 94.7% 94.9% 95.1% 95.3% 95.5% 95.7% 95.8% 96.0% 96.2% 96.3% 96.5% 96.7% 96.8% 97.0% 97.1% 97.2% 97.4% 97.5% 97.6% 97.7% 97.9% 98.0% 98.1% 98.1% 98.2% 98.3% 98.4% 98.5% 98.6% 98.6% 98.7% 98.8% 98.8% 98.9% 98.9% 99.0% 99.0% 99.1% 99.1% 100.0%
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 10
Appendix Table 2 Bergamot Transit Village Center Construction ‐ Employee Compensation
34 37 369 319 397 394 413 320 324 367 356 425 354 325 381 295 327 329 398 323 330 322 360 368 374 351 20 355 432 392 331 377 386 384 396 414 328 411 321 335 382 31 391 400 39 427 326 424 395 345 387 273 380 393 365 375 371 376 399 346 388 370 96 333 401 426 430 419 32 338
IMPLAN Sector Construction of new nonresidential commercial and health care s Construction of new residential permanent site single‐ and multi‐ Architectural, engineering, and related services Wholesale trade businesses Private hospitals Offices of physicians, dentists, and other health practitioners Food services and drinking places Retail Stores ‐ Motor vehicle and parts Retail Stores ‐ Food and beverage Legal services Securities, commodity contracts, investments, and related activiti Civic, social, professional, and similar organizations Monetary authorities and depository credit intermediation activit Retail Stores ‐ Health and personal care Management of companies and enterprises Wood kitchen cabinet and countertop manufacturing Retail Stores ‐ Clothing and clothing accessories Retail Stores ‐ General merchandise Nursing and residential care facilities Retail Stores ‐ Building material and garden supply Retail Stores ‐ Miscellaneous Retail Stores ‐ Electronics and appliances Real estate establishments Accounting, tax preparation, bookkeeping, and payroll services Management, scientific, and technical consulting services Telecommunications Extraction of oil and natural gas Nondepository credit intermediation and related activities Other state and local government enterprises Private junior colleges, colleges, universities, and professional sc Retail Nonstores ‐ Direct and electronic sales Advertising and related services Business support services Office administrative services Medical and diagnostic labs and outpatient and other ambulator Automotive repair and maintenance, except car washes Retail Stores ‐ Sporting goods, hobby, book and music Hotels and motels, including casino hotels Retail Stores ‐ Furniture and home furnishings Transport by truck Employment services Electric power generation, transmission, and distribution Private elementary and secondary schools Individual and family services Maintenance and repair construction of nonresidential structures US Postal Service Retail Stores ‐ Gasoline stations Grantmaking, giving, and social advocacy organizations Home health care services Software publishers Investigation and security services Wiring device manufacturing All other miscellaneous professional, scientific, and technical ser Other private educational services Commercial and industrial machinery and equipment rental and l Environmental and other technical consulting services Custom computer programming services Scientific research and development services Child day care services Motion picture and video industries Services to buildings and dwellings Specialized design services Veneer and plywood manufacturing Transport by rail Community food, housing, and other relief services, including reh Private household operations State and local government passenger transit Personal care services Natural gas distribution Scenic and sightseeing transportation and support activities for t All Other Sectors Total
HR&A ADVISORS, INC.
Direct 51,278,756.76 31,339,815.18 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 82,618,571.94
Indirect 0.00 0.00 5,207,844.26 955,599.19 9.18 5.49 256,731.05 587,038.72 612,096.37 596,358.29 514,389.40 410,259.72 347,671.15 327,551.19 335,879.75 397,184.79 259,320.13 260,576.97 0.00 257,087.49 212,568.85 211,894.88 137,324.62 243,185.03 214,207.48 198,863.72 233,863.57 115,340.54 56,357.08 4,164.24 144,539.41 152,036.34 172,108.25 162,548.67 75.17 118,962.10 122,040.79 99,851.34 112,312.01 148,873.21 131,663.10 82,904.03 0.00 0.00 108,739.87 69,811.59 74,706.47 37.47 0.00 94,947.79 80,780.23 98,225.94 92,439.52 4,370.15 95,128.03 79,909.63 81,665.22 38,358.23 0.00 16,430.78 50,928.59 63,735.41 68,003.17 54,585.98 1.19 0.00 24,666.55 1.95 25,514.46 35,924.52 400,755.87 16,060,956.18
Induced 0.00 0.00 49,668.20 518,956.50 1,352,759.26 1,056,110.95 703,788.87 340,223.50 296,002.02 222,170.91 296,600.01 195,853.13 173,013.36 154,449.54 106,417.53 10,491.91 132,710.93 125,856.55 366,034.77 90,700.70 103,131.93 103,282.53 164,691.61 54,711.60 76,878.86 82,750.79 45,061.24 159,808.36 196,825.34 240,076.21 96,172.78 70,381.87 39,977.35 39,551.16 199,977.94 77,771.80 61,899.42 78,315.44 63,254.44 21,135.71 37,165.55 75,383.66 158,080.91 151,741.58 36,286.73 65,955.29 57,941.98 131,921.91 123,649.96 16,406.63 26,733.25 5,601.63 11,359.09 95,244.75 2,582.05 16,520.36 13,022.30 42,838.46 75,937.53 57,170.27 21,532.45 5,056.76 400.55 9,311.65 63,112.82 61,110.35 35,474.96 59,243.77 31,188.45 13,751.84 612,725.87 10,281,918.40
Total 51,278,756.76 31,339,815.18 5,257,512.46 1,474,555.69 1,352,768.45 1,056,116.44 960,519.92 927,262.22 908,098.39 818,529.21 810,989.41 606,112.85 520,684.51 482,000.73 442,297.28 407,676.69 392,031.06 386,433.52 366,034.77 347,788.19 315,700.79 315,177.41 302,016.23 297,896.64 291,086.34 281,614.52 278,924.82 275,148.91 253,182.42 244,240.44 240,712.18 222,418.21 212,085.60 202,099.83 200,053.11 196,733.90 183,940.22 178,166.78 175,566.46 170,008.92 168,828.64 158,287.69 158,080.91 151,741.58 145,026.60 135,766.88 132,648.45 131,959.38 123,649.96 111,354.42 107,513.48 103,827.57 103,798.61 99,614.90 97,710.08 96,429.98 94,687.53 81,196.69 75,937.53 73,601.05 72,461.05 68,792.18 68,403.72 63,897.63 63,114.02 61,110.35 60,141.51 59,245.72 56,702.91 49,676.36 1,013,481.73 108,961,446.52
% Total 47.1% 28.8% 4.8% 1.4% 1.2% 1.0% 0.9% 0.9% 0.8% 0.8% 0.7% 0.6% 0.5% 0.4% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.0% 0.9% 100.0%
Cum % 47.1% 75.8% 80.6% 82.0% 83.2% 84.2% 85.1% 85.9% 86.8% 87.5% 88.3% 88.8% 89.3% 89.8% 90.2% 90.5% 90.9% 91.2% 91.6% 91.9% 92.2% 92.5% 92.8% 93.0% 93.3% 93.6% 93.8% 94.1% 94.3% 94.5% 94.7% 94.9% 95.1% 95.3% 95.5% 95.7% 95.9% 96.0% 96.2% 96.3% 96.5% 96.6% 96.8% 96.9% 97.1% 97.2% 97.3% 97.4% 97.5% 97.6% 97.7% 97.8% 97.9% 98.0% 98.1% 98.2% 98.3% 98.4% 98.4% 98.5% 98.6% 98.6% 98.7% 98.7% 98.8% 98.9% 98.9% 99.0% 99.0% 99.1% 100.0%
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 11
Appendix Table 2 Bergamot Transit Village Center Construction ‐ Output
34 37 369 361 319 360 354 413 397 394 20 367 356 324 351 320 331 295 327 31 325 330 329 381 335 425 323 377 368 326 398 414 411 374 396 432 322 380 345 355 365 96 32 392 321 328 386 273 39 384 400 349 333 382 423 395 376 419 393 371 424 391 422 346 387 370 399 388 375 362
Direct IMPLAN Sector Construction of new nonresidential commercial and health care s 124,304,827.88 Construction of new residential permanent site single‐ and multi‐ 121,993,345.96 Architectural, engineering, and related services 0.00 Imputed rental activity for owner‐occupied dwellings 0.00 Wholesale trade businesses 0.00 Real estate establishments 0.00 0.00 Monetary authorities and depository credit intermediation activit Food services and drinking places 0.00 Private hospitals 0.00 Offices of physicians, dentists, and other health practitioners 0.00 Extraction of oil and natural gas 0.00 Legal services 0.00 Securities, commodity contracts, investments, and related activiti 0.00 Retail Stores ‐ Food and beverage 0.00 Telecommunications 0.00 Retail Stores ‐ Motor vehicle and parts 0.00 Retail Nonstores ‐ Direct and electronic sales 0.00 Wood kitchen cabinet and countertop manufacturing 0.00 0.00 Retail Stores ‐ Clothing and clothing accessories Electric power generation, transmission, and distribution 0.00 Retail Stores ‐ Health and personal care 0.00 Retail Stores ‐ Miscellaneous 0.00 Retail Stores ‐ General merchandise 0.00 Management of companies and enterprises 0.00 Transport by truck 0.00 Civic, social, professional, and similar organizations 0.00 Retail Stores ‐ Building material and garden supply 0.00 Advertising and related services 0.00 Accounting, tax preparation, bookkeeping, and payroll services 0.00 0.00 Retail Stores ‐ Gasoline stations Nursing and residential care facilities 0.00 Automotive repair and maintenance, except car washes 0.00 Hotels and motels, including casino hotels 0.00 Management, scientific, and technical consulting services 0.00 Medical and diagnostic labs and outpatient and other ambulator 0.00 Other state and local government enterprises 0.00 Retail Stores ‐ Electronics and appliances 0.00 0.00 All other miscellaneous professional, scientific, and technical ser Software publishers 0.00 Nondepository credit intermediation and related activities 0.00 0.00 Commercial and industrial machinery and equipment rental and l Veneer and plywood manufacturing 0.00 Natural gas distribution 0.00 0.00 Private junior colleges, colleges, universities, and professional sc Retail Stores ‐ Furniture and home furnishings 0.00 Retail Stores ‐ Sporting goods, hobby, book and music 0.00 Business support services 0.00 Wiring device manufacturing 0.00 0.00 Maintenance and repair construction of nonresidential structures Office administrative services 0.00 Individual and family services 0.00 Cable and other subscription programming 0.00 Transport by rail 0.00 Employment services 0.00 Religious organizations 0.00 Home health care services 0.00 Scientific research and development services 0.00 Personal care services 0.00 Other private educational services 0.00 Custom computer programming services 0.00 Grantmaking, giving, and social advocacy organizations 0.00 Private elementary and secondary schools 0.00 Other personal services 0.00 Motion picture and video industries 0.00 Investigation and security services 0.00 Specialized design services 0.00 Child day care services 0.00 Services to buildings and dwellings 0.00 Environmental and other technical consulting services 0.00 Automotive equipment rental and leasing 0.00 All Other Sectors 0.00 Total 246,298,173.83
HR&A ADVISORS, INC.
Indirect 0.00 0.00 9,666,511.73 0.00 2,647,747.61 1,483,815.57 2,132,131.50 705,506.77 17.84 11.46 1,735,446.31 1,496,798.30 1,289,403.24 1,360,992.39 1,334,431.80 1,174,870.75 894,969.23 1,290,922.48 766,638.56 556,069.15 642,889.13 600,075.24 583,277.86 653,730.70 683,530.76 523,518.72 567,126.97 491,092.14 576,672.33 380,894.41 0.00 374,240.84 332,655.49 434,880.90 220.26 127,043.15 374,535.45 488,294.71 450,131.03 212,287.76 483,789.18 475,235.64 211,324.69 7,593.60 279,870.16 272,884.81 332,073.65 352,589.38 241,785.51 242,510.49 0.00 187,868.01 239,076.01 215,292.57 0.00 0.00 107,936.98 7.11 9,025.68 177,148.88 58.17 0.00 17,282.66 44,346.65 148,497.13 178,459.72 0.00 128,351.23 150,575.93 72,924.90 1,474,437.87 43,084,329.19
Induced 0.00 0.00 92,191.36 5,294,760.92 1,437,910.23 1,779,520.45 1,061,023.41 1,934,038.83 2,627,797.74 2,204,218.59 334,388.83 557,626.27 743,477.64 658,158.61 555,281.22 680,906.78 595,489.34 34,100.59 392,338.68 505,627.14 303,140.19 291,138.23 281,718.44 207,122.96 97,041.68 249,921.64 200,082.90 227,340.27 129,739.35 295,419.85 664,368.52 244,660.97 260,908.49 156,078.33 585,975.38 443,694.18 182,557.35 60,002.29 77,780.98 294,132.13 13,131.46 2,799.25 258,319.81 437,785.61 157,623.66 138,407.92 77,134.16 20,107.45 80,684.36 59,007.38 295,212.54 96,844.62 40,783.20 60,772.28 254,114.81 232,165.57 120,544.00 216,039.28 196,709.27 28,248.09 204,839.69 204,495.14 181,964.91 154,302.46 49,143.36 14,158.98 187,692.67 54,266.51 31,129.76 90,957.74 1,988,605.38 32,689,672.09
Total 124,304,827.88 121,993,345.96 9,758,703.10 5,294,760.92 4,085,657.84 3,263,336.03 3,193,154.91 2,639,545.60 2,627,815.58 2,204,230.05 2,069,835.14 2,054,424.57 2,032,880.88 2,019,150.99 1,889,713.02 1,855,777.52 1,490,458.57 1,325,023.07 1,158,977.24 1,061,696.29 946,029.32 891,213.47 864,996.30 860,853.66 780,572.44 773,440.36 767,209.87 718,432.42 706,411.68 676,314.27 664,368.52 618,901.81 593,563.98 590,959.23 586,195.65 570,737.33 557,092.80 548,297.01 527,912.02 506,419.89 496,920.64 478,034.89 469,644.50 445,379.22 437,493.83 411,292.74 409,207.81 372,696.83 322,469.86 301,517.87 295,212.54 284,712.63 279,859.21 276,064.85 254,114.81 232,165.57 228,480.98 216,046.39 205,734.95 205,396.97 204,897.86 204,495.14 199,247.58 198,649.10 197,640.49 192,618.70 187,692.67 182,617.75 181,705.70 163,882.64 3,463,043.25 322,072,175.11
% Total 38.6% 37.9% 3.0% 1.6% 1.3% 1.0% 1.0% 0.8% 0.8% 0.7% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.5% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 1.1% 100.0%
Cum % 38.6% 76.5% 79.5% 81.1% 82.4% 83.4% 84.4% 85.2% 86.1% 86.7% 87.4% 88.0% 88.7% 89.3% 89.9% 90.4% 90.9% 91.3% 91.7% 92.0% 92.3% 92.6% 92.8% 93.1% 93.4% 93.6% 93.8% 94.1% 94.3% 94.5% 94.7% 94.9% 95.1% 95.3% 95.4% 95.6% 95.8% 96.0% 96.1% 96.3% 96.4% 96.6% 96.7% 96.9% 97.0% 97.1% 97.3% 97.4% 97.5% 97.6% 97.7% 97.7% 97.8% 97.9% 98.0% 98.1% 98.1% 98.2% 98.3% 98.3% 98.4% 98.5% 98.5% 98.6% 98.6% 98.7% 98.8% 98.8% 98.9% 98.9% 100.0%
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 12
APPENDIX B Sector by Sector IMPLAN Results – Annual Operations Appendix Table 3 – Operation Inputs ....................................................................................................... 15 Appendix Table 4 – Operation Household Spending Inputs ................................................................. 16 Appendix Table 5 – Operation IMPLAN Results ...................................................................................... 17
HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 13
Appendix Table 3 Bergamot Transit Village Center Operation Inputs
Land Use Type Office
Retail
Parking Total
Square Feet (Spaces) 374,423 93,606 93,606 93,606 93,606 29,391 15,500 1,000 2,000 10,891 1,930
SF (Spaces) / Direct Job 275
425
100
Direct Jobs 1,362
Direct Jobs by Subcategory
Sector # IMPLAN Sector Name
Margin?
340 340 340 340
346 369 371 377
Motion Picture Industries Architectural & Design Computer Programming Design Servicess
No No No No
36 2 5 26 19 1,450
413 324 324 330 422
Food Restaurants Retail‐F&B Retail‐F&B Retail‐Misc Other Personal
No Yes Yes Yes No
69
19 1,450
Sources: Hines; ULI Dollars and Cents; City of Santa Monica Land Use and Circulation Element; IMPLAN; HR&A Advisors, Inc.
HR&A ADVISORS, INC.
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 14
Appendix Table 4 Bergamot Transit Village Center Household Spending Inputs Apartments
Sources
Household Spending Impacts Total Apartments Average Monthly Rent Average Yearly Rent Total Annual Housing Cost Housing Cost/Household Income Required Gross Hhld. Income Total Project Gross Hhld. Income Total From Occupied Units Annual Hhld. Spending/Total Hhld. Income Annual Hhld. Spending Adjustment for Local Spending Annual Hhld. Spending After Adjustment IMPLAN Sector
498 $2,458 $29,496 $29,496 35% $84,274 $41,968,594 $39,870,165 76.83% $30,632,627 59.2% $18,149,622 10007
Hines Hines
HR&A
95% US BLS See analysis ‐‐>
Hhld. Spending Category Hhld. Income Before Taxes Personal Taxes Income After Taxes Annual Consumer Expenditures Hhld. Expenditures/Income Before Taxes Food Away from Home Alcoholic Beverages Household Furnishings & Equipment Housekeeping Supplies Apparel & Services Transportation Entertainment (less Fees & Admissions) Personal Care Products & Services Tobacco Products Reading Miscellaneous Food at Home All Other Housing Costs Health Care Entertainment‐Fees & Admissions Education Cash Contributions Personal Insurance and Pensions
Amount $ 74,647 $ 2,474 $ 72,173 $ 57,352 76.83% $ 3,118 $ 562 $ 1,953 $ 722 $ 2,035 $ 10,921 $ 2,085 $ 747 $ 363 $ 137 $ 957 $ 3,977 $ 16,157 $ 3,216 $ 719 $ 843 $ 1,931 $ 6,910
Subtotal
$ 57,353
Percent
Taxable?
% of Project Household Purchases Purchases in in City of SM SM
Adjustment for Shopping @ Project
100.00% 5.44% 0.98% 3.41% 1.26% 3.55% 19.04% 3.64% 1.30% 0.63% 0.24% 1.67% 6.93% 28.17% 5.61% 1.25% 1.47% 3.37% 12.05% 100.00%
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No No No No No No No
60% 75% 25% 75% 50% 50% 25% 75% 75% 75% 60% 90% 75% 60% 50% 50% 50% 50%
$1,871 $422 $488 $542 $1,018 $5,461 $521 $560 $272 $103 $574 $3,579 $12,118 $1,930 $360 $422 $966 $3,455
‐5% ‐5% 0% ‐10% 0% 0% 0% ‐10% ‐10% ‐10% ‐10% ‐10% 0% 0% 0% 0% 0% 0%
$34,659
Sources: Hines; US Bureau of Labor Statistics; IMPLAN; HR&A Advisors, Inc.
HR&A ADVISORS, INC.
Adjusted Purchases in SM
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 15
$1,777 $400 $488 $487 $1,018 $5,461 $521 $504 $245 $92 $517 $3,221 $12,118 $1,930 $360 $422 $966 $3,455 $33,981 59.2%
Appendix Table 5 Bergamot Transit Village Center Operations and Household Spending ‐ Employment
346 377 369 371 413 360 330 382 394 422 397 374 324 319 367 398 405 384 386 368 356 320 387 425 400 411 354 351 381 327 331 375 380 426 329 392 414 395 404 325 396 388 399 355 427 391 419 39 393 370 401 328 432 323 407 338 349 424 321 326 322 421 376 335 389 345 257 362 423 31 402 336
IMPLAN Sector Motion picture and video industries Advertising and related services Architectural, engineering, and related services Custom computer programming services Food services and drinking places Real estate establishments Retail Stores ‐ Miscellaneous Employment services Offices of physicians, dentists, and other health practitioners Other personal services Private hospitals Management, scientific, and technical consulting services Retail Stores ‐ Food and beverage Wholesale trade businesses Legal services Nursing and residential care facilities Independent artists, writers, and performers Office administrative services Business support services Accounting, tax preparation, bookkeeping, and payroll services Securities, commodity contracts, investments, and related activiti Retail Stores ‐ Motor vehicle and parts Investigation and security services Civic, social, professional, and similar organizations Individual and family services Hotels and motels, including casino hotels Monetary authorities and depository credit intermediation activit Telecommunications Management of companies and enterprises Retail Stores ‐ Clothing and clothing accessories Retail Nonstores ‐ Direct and electronic sales Environmental and other technical consulting services All other miscellaneous professional, scientific, and technical ser Private household operations Retail Stores ‐ General merchandise Private junior colleges, colleges, universities, and professional sc Automotive repair and maintenance, except car washes Home health care services Promoters of performing arts and sports and agents for public fig Retail Stores ‐ Health and personal care Medical and diagnostic labs and outpatient and other ambulator Services to buildings and dwellings Child day care services Nondepository credit intermediation and related activities US Postal Service Private elementary and secondary schools Personal care services Maintenance and repair construction of nonresidential structures Other private educational services Specialized design services Community food, housing, and other relief services, including reh Retail Stores ‐ Sporting goods, hobby, book and music Other state and local government enterprises Retail Stores ‐ Building material and garden supply Fitness and recreational sports centers Scenic and sightseeing transportation and support activities for t Cable and other subscription programming Grantmaking, giving, and social advocacy organizations Retail Stores ‐ Furniture and home furnishings Retail Stores ‐ Gasoline stations Retail Stores ‐ Electronics and appliances Dry‐cleaning and laundry services Scientific research and development services Transport by truck Other support services Software publishers Software, audio, and video media for reproduction Automotive equipment rental and leasing Religious organizations Electric power generation, transmission, and distribution Performing arts companies Transit and ground passenger transportation All Other Sectors Total
HR&A ADVISORS, INC.
Direct 340.00 340.00 340.00 340.00 36.00 0.00 26.00 0.00 0.00 19.00 0.00 0.00 7.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,448.00
Indirect 28.47 18.32 11.70 2.20 29.66 38.91 0.20 25.38 0.00 1.09 0.00 19.10 0.31 2.29 8.96 0.00 11.64 9.71 8.28 8.41 3.98 0.17 7.75 4.02 0.00 5.66 4.72 6.65 6.47 0.15 0.12 6.79 6.74 0.00 0.13 0.06 2.01 0.00 4.29 0.12 0.00 4.19 0.00 2.33 3.70 0.00 0.00 3.21 0.10 3.56 0.00 0.07 1.09 0.10 1.38 2.26 2.64 0.00 0.05 0.03 0.05 0.78 1.30 1.02 1.64 1.70 1.87 1.26 0.00 1.07 0.54 0.89 12.65 333.96
Induced 0.72 1.50 0.82 0.26 41.58 14.26 6.74 1.88 24.13 1.76 21.73 1.61 12.89 11.80 3.81 12.60 0.19 0.74 1.54 1.38 5.55 9.19 1.55 4.93 8.63 2.71 3.50 1.34 1.33 7.21 7.22 0.47 0.35 6.73 5.96 5.89 3.93 5.69 1.26 5.34 5.38 1.16 5.27 2.86 1.00 4.62 4.23 0.98 4.06 0.14 3.51 3.41 2.34 3.31 1.92 0.67 0.24 2.77 2.47 2.37 2.22 1.30 0.73 0.90 0.26 0.20 0.01 0.56 1.81 0.69 1.22 0.77 13.24 327.37
Total 369.19 359.82 352.51 342.46 107.24 53.17 32.94 27.26 24.13 21.85 21.73 20.71 20.20 14.09 12.76 12.60 11.83 10.46 9.82 9.79 9.53 9.36 9.30 8.95 8.63 8.37 8.22 7.99 7.80 7.37 7.34 7.26 7.09 6.73 6.09 5.96 5.94 5.69 5.56 5.46 5.39 5.35 5.27 5.18 4.70 4.62 4.23 4.20 4.16 3.69 3.51 3.49 3.43 3.41 3.30 2.94 2.88 2.77 2.51 2.40 2.27 2.07 2.03 1.93 1.90 1.90 1.88 1.82 1.81 1.77 1.76 1.66 25.89 2,109.33
% Total 17.5% 17.1% 16.7% 16.2% 5.1% 2.5% 1.6% 1.3% 1.1% 1.0% 1.0% 1.0% 1.0% 0.7% 0.6% 0.6% 0.6% 0.5% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 1.2% 100.0%
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 16
Cum % 17.5% 34.6% 51.3% 67.5% 72.6% 75.1% 76.7% 78.0% 79.1% 80.1% 81.2% 82.2% 83.1% 83.8% 84.4% 85.0% 85.5% 86.0% 86.5% 87.0% 87.4% 87.9% 88.3% 88.7% 89.1% 89.5% 89.9% 90.3% 90.7% 91.0% 91.4% 91.7% 92.1% 92.4% 92.7% 92.9% 93.2% 93.5% 93.8% 94.0% 94.3% 94.5% 94.8% 95.0% 95.2% 95.5% 95.7% 95.9% 96.1% 96.2% 96.4% 96.6% 96.7% 96.9% 97.1% 97.2% 97.3% 97.5% 97.6% 97.7% 97.8% 97.9% 98.0% 98.1% 98.2% 98.3% 98.4% 98.4% 98.5% 98.6% 98.7% 98.8% 100.0%
Appendix Table 5 Bergamot Transit Village Center Operations and Household Spending ‐ Employee Compensation
346 369 371 377 413 397 394 374 405 367 319 360 381 384 382 356 330 351 324 354 368 422 320 425 398 427 432 355 386 375 392 411 380 396 31 349 257 325 387 39 345 400 391 370 327 329 395 424 404 414 376 322 331 388 323 393 20 430 399 321 328 431 326 338 419 401 348 426 358 389 372 32
IMPLAN Sector Direct Motion picture and video industries 36,959,817.94 Architectural, engineering, and related services 28,363,761.90 Custom computer programming services 23,496,459.91 Advertising and related services 22,167,753.03 Food services and drinking places 853,046.48 Private hospitals 0.00 Offices of physicians, dentists, and other health practitioners 0.00 Management, scientific, and technical consulting services 0.00 Independent artists, writers, and performers 0.00 Legal services 0.00 Wholesale trade businesses 0.00 0.00 Real estate establishments Management of companies and enterprises 0.00 Office administrative services 0.00 Employment services 0.00 Securities, commodity contracts, investments, and related activiti 0.00 Retail Stores ‐ Miscellaneous 553,340.59 Telecommunications 0.00 Retail Stores ‐ Food and beverage 223,570.00 0.00 Monetary authorities and depository credit intermediation activit Accounting, tax preparation, bookkeeping, and payroll services 0.00 Other personal services 421,873.92 Retail Stores ‐ Motor vehicle and parts 0.00 Civic, social, professional, and similar organizations 0.00 Nursing and residential care facilities 0.00 US Postal Service 0.00 Other state and local government enterprises 0.00 Nondepository credit intermediation and related activities 0.00 Business support services 0.00 Environmental and other technical consulting services 0.00 0.00 Private junior colleges, colleges, universities, and professional sc Hotels and motels, including casino hotels 0.00 0.00 All other miscellaneous professional, scientific, and technical ser Medical and diagnostic labs and outpatient and other ambulator 0.00 Electric power generation, transmission, and distribution 0.00 Cable and other subscription programming 0.00 Software, audio, and video media for reproduction 0.00 Retail Stores ‐ Health and personal care 0.00 Investigation and security services 0.00 0.00 Maintenance and repair construction of nonresidential structures Software publishers 0.00 Individual and family services 0.00 Private elementary and secondary schools 0.00 Specialized design services 0.00 Retail Stores ‐ Clothing and clothing accessories 0.00 Retail Stores ‐ General merchandise 0.00 Home health care services 0.00 Grantmaking, giving, and social advocacy organizations 0.00 0.00 Promoters of performing arts and sports and agents for public fig Automotive repair and maintenance, except car washes 0.00 Scientific research and development services 0.00 Retail Stores ‐ Electronics and appliances 0.00 Retail Nonstores ‐ Direct and electronic sales 0.00 Services to buildings and dwellings 0.00 Retail Stores ‐ Building material and garden supply 0.00 Other private educational services 0.00 Extraction of oil and natural gas 0.00 State and local government passenger transit 0.00 0.00 Child day care services Retail Stores ‐ Furniture and home furnishings 0.00 Retail Stores ‐ Sporting goods, hobby, book and music 0.00 State and local government electric utilities 0.00 Retail Stores ‐ Gasoline stations 0.00 Scenic and sightseeing transportation and support activities for t 0.00 Personal care services 0.00 Community food, housing, and other relief services, including reh 0.00 Radio and television broadcasting 0.00 Private household operations 0.00 0.00 Insurance agencies, brokerages, and related activities Other support services 0.00 Computer systems design services 0.00 Natural gas distribution 0.00 All Other Sectors 0.00 Total 113,039,623.78
HR&A ADVISORS, INC.
Indirect 3,094,936.45 975,651.35 151,925.60 1,194,373.01 702,817.37 27.01 16.15 1,252,494.32 1,023,894.93 717,008.32 147,551.28 645,421.37 712,767.97 707,440.49 686,356.43 306,159.87 4,272.51 578,781.81 9,779.84 329,295.20 463,225.38 24,240.76 8,877.08 213,795.94 0.00 333,361.89 125,710.86 177,173.49 298,625.11 329,099.97 3,555.36 218,751.46 300,936.54 221.07 163,285.53 227,967.95 235,394.83 4,953.16 182,536.88 163,374.37 190,458.23 0.00 0.00 182,303.79 3,921.39 3,940.39 0.00 19.68 126,520.15 54,373.58 97,528.22 3,204.23 2,185.70 104,838.83 3,887.63 3,013.80 46,022.61 55,758.24 0.00 1,698.36 1,845.48 51,585.94 1,129.70 62,820.40 0.40 0.25 73,498.05 0.00 41,682.04 63,658.56 63,608.96 27,062.13 644,921.75 18,627,547.39
Induced 78,043.64 68,357.31 17,994.06 97,754.50 985,361.83 1,801,042.32 1,484,501.85 105,849.03 16,677.26 304,979.61 760,010.54 236,485.99 146,834.03 54,259.42 50,906.55 427,615.17 143,484.28 116,473.26 411,817.86 244,386.13 76,120.18 38,989.30 473,382.19 261,752.49 462,414.52 90,444.72 270,026.25 217,637.43 55,480.96 22,641.25 323,875.40 104,472.98 15,639.81 279,081.59 105,636.89 20,453.37 1,314.38 214,877.69 36,598.56 50,120.33 22,605.77 194,445.86 193,675.27 6,967.97 184,641.57 175,099.92 172,105.13 169,036.85 37,154.32 106,037.99 55,165.14 143,694.16 133,820.91 29,073.28 126,164.66 123,015.94 63,140.61 48,082.74 96,528.40 88,010.22 86,120.67 32,870.99 80,628.44 18,729.66 81,121.99 80,880.10 6,190.72 78,175.17 32,682.19 9,900.05 7,979.80 43,330.49 689,911.33 14,090,783.29
Total 40,132,798.03 29,407,770.56 23,666,379.57 23,459,880.54 2,541,225.69 1,801,069.33 1,484,518.00 1,358,343.35 1,040,572.19 1,021,987.93 907,561.82 881,907.37 859,602.00 761,699.91 737,262.98 733,775.04 701,097.39 695,255.07 645,167.71 573,681.33 539,345.56 485,103.98 482,259.27 475,548.43 462,414.52 423,806.61 395,737.11 394,810.92 354,106.07 351,741.22 327,430.75 323,224.45 316,576.35 279,302.65 268,922.42 248,421.32 236,709.21 219,830.85 219,135.44 213,494.70 213,064.00 194,445.86 193,675.27 189,271.76 188,562.96 179,040.31 172,105.13 169,056.53 163,674.47 160,411.57 152,693.36 146,898.39 136,006.60 133,912.11 130,052.29 126,029.74 109,163.22 103,840.98 96,528.40 89,708.58 87,966.15 84,456.93 81,758.14 81,550.06 81,122.39 80,880.35 79,688.77 78,175.17 74,364.23 73,558.61 71,588.76 70,392.62 1,334,833.08 145,757,954.46
% Total 27.5% 20.2% 16.2% 16.1% 1.7% 1.2% 1.0% 0.9% 0.7% 0.7% 0.6% 0.6% 0.6% 0.5% 0.5% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.0% 0.0% 0.9% 100.0%
Cum % 27.5% 47.7% 63.9% 80.0% 81.8% 83.0% 84.0% 85.0% 85.7% 86.4% 87.0% 87.6% 88.2% 88.7% 89.2% 89.7% 90.2% 90.7% 91.1% 91.5% 91.9% 92.2% 92.6% 92.9% 93.2% 93.5% 93.8% 94.0% 94.3% 94.5% 94.7% 95.0% 95.2% 95.4% 95.6% 95.7% 95.9% 96.0% 96.2% 96.3% 96.5% 96.6% 96.8% 96.9% 97.0% 97.1% 97.3% 97.4% 97.5% 97.6% 97.7% 97.8% 97.9% 98.0% 98.1% 98.2% 98.2% 98.3% 98.4% 98.4% 98.5% 98.6% 98.6% 98.7% 98.7% 98.8% 98.8% 98.9% 98.9% 99.0% 99.0% 99.1% 100.0%
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 17
Appendix Table 5 Bergamot Transit Village Center Operations and Household Spending ‐ Output
346 377 369 371 360 361 413 351 354 397 394 422 405 374 367 319 330 356 31 381 380 349 324 368 382 384 411 345 320 432 331 398 396 20 257 355 386 375 425 392 32 327 370 414 427 39 347 404 325 376 326 362 387 329 400 388 348 423 395 243 419 323 335 424 393 322 391 431 399 389 366 321
IMPLAN Sector Direct Motion picture and video industries 99,754,487.28 Advertising and related services 71,603,996.27 Architectural, engineering, and related services 52,647,242.42 Custom computer programming services 50,968,715.85 Real estate establishments 0.00 Imputed rental activity for owner‐occupied dwellings 0.00 Food services and drinking places 2,344,204.42 Telecommunications 0.00 Monetary authorities and depository credit intermediation activit 0.00 Private hospitals 0.00 Offices of physicians, dentists, and other health practitioners 0.00 Other personal services 2,595,621.93 Independent artists, writers, and performers 0.00 Management, scientific, and technical consulting services 0.00 Legal services 0.00 Wholesale trade businesses 0.00 Retail Stores ‐ Miscellaneous 1,562,063.29 Securities, commodity contracts, investments, and related activiti 0.00 Electric power generation, transmission, and distribution 0.00 Management of companies and enterprises 0.00 All other miscellaneous professional, scientific, and technical ser 0.00 Cable and other subscription programming 0.00 Retail Stores ‐ Food and beverage 497,106.47 Accounting, tax preparation, bookkeeping, and payroll services 0.00 Employment services 0.00 Office administrative services 0.00 Hotels and motels, including casino hotels 0.00 Software publishers 0.00 Retail Stores ‐ Motor vehicle and parts 0.00 Other state and local government enterprises 0.00 Retail Nonstores ‐ Direct and electronic sales 0.00 Nursing and residential care facilities 0.00 Medical and diagnostic labs and outpatient and other ambulator 0.00 Extraction of oil and natural gas 0.00 Software, audio, and video media for reproduction 0.00 Nondepository credit intermediation and related activities 0.00 Business support services 0.00 Environmental and other technical consulting services 0.00 Civic, social, professional, and similar organizations 0.00 Private junior colleges, colleges, universities, and professional sc 0.00 Natural gas distribution 0.00 Retail Stores ‐ Clothing and clothing accessories 0.00 Specialized design services 0.00 Automotive repair and maintenance, except car washes 0.00 US Postal Service 0.00 Maintenance and repair construction of nonresidential structures 0.00 Sound recording industries 0.00 Promoters of performing arts and sports and agents for public fig 0.00 Retail Stores ‐ Health and personal care 0.00 Scientific research and development services 0.00 Retail Stores ‐ Gasoline stations 0.00 Automotive equipment rental and leasing 0.00 Investigation and security services 0.00 Retail Stores ‐ General merchandise 0.00 Individual and family services 0.00 Services to buildings and dwellings 0.00 Radio and television broadcasting 0.00 Religious organizations 0.00 Home health care services 0.00 Semiconductor and related device manufacturing 0.00 Personal care services 0.00 Retail Stores ‐ Building material and garden supply 0.00 Transport by truck 0.00 Grantmaking, giving, and social advocacy organizations 0.00 Other private educational services 0.00 Retail Stores ‐ Electronics and appliances 0.00 Private elementary and secondary schools 0.00 State and local government electric utilities 0.00 Child day care services 0.00 Other support services 0.00 Lessors of nonfinancial intangible assets 0.00 Retail Stores ‐ Furniture and home furnishings 0.00 All Other Sectors 0.00 Total 281,973,437.94
HR&A ADVISORS, INC.
Indirect 8,353,227.95 3,857,940.76 1,810,949.94 329,558.27 6,973,886.27 0.00 1,931,369.11 3,883,789.54 2,019,438.97 52.47 33.71 149,143.72 2,725,887.80 2,542,795.66 1,799,617.52 408,830.98 12,061.18 767,441.04 1,095,218.71 1,387,277.17 1,589,641.72 1,495,754.10 21,745.41 1,098,460.95 1,122,314.82 1,055,448.45 728,772.18 902,929.46 17,766.16 283,384.12 13,533.54 0.00 647.77 341,522.89 761,650.89 326,093.18 576,181.17 620,132.22 272,817.86 6,483.29 224,143.37 11,592.95 510,452.23 171,052.92 377,672.61 363,266.53 388,993.98 339,467.22 9,721.64 274,436.59 5,759.81 281,778.52 335,554.93 8,820.21 0.00 264,216.86 304,604.31 0.00 0.00 288,531.37 1.47 8,575.98 148,742.92 30.55 6,224.41 5,663.65 0.00 146,518.23 0.00 205,537.08 197,489.11 4,232.14 2,110,417.98 58,277,300.48
Induced 210,639.65 315,756.52 126,881.05 39,032.86 2,555,270.86 7,074,872.17 2,707,812.13 781,568.49 1,498,724.80 3,498,608.41 3,098,317.07 239,885.66 44,399.41 214,893.15 765,467.63 2,105,816.05 405,051.65 1,071,889.08 708,547.19 285,786.54 82,614.42 134,199.64 915,674.40 180,506.19 83,241.25 80,951.01 348,052.55 107,170.03 947,404.10 608,707.60 828,601.67 839,301.84 817,764.90 468,551.58 4,252.86 400,568.28 107,047.55 42,663.53 334,013.61 590,595.76 358,886.77 545,863.33 19,510.38 333,583.11 102,466.70 111,443.68 66,724.25 99,689.04 421,743.33 155,230.29 411,087.83 124,220.26 67,278.60 391,945.25 378,293.50 73,271.04 25,656.72 325,694.95 323,145.15 18,019.44 295,820.72 278,315.31 131,100.50 262,469.34 254,065.20 253,987.06 250,540.39 93,362.65 238,586.55 31,964.71 37,311.05 219,312.56 2,507,422.33 44,879,115.11
Total 108,318,354.87 75,777,693.56 54,585,073.42 51,337,306.98 9,529,157.13 7,074,872.17 6,983,385.66 4,665,358.02 3,518,163.78 3,498,660.87 3,098,350.78 2,984,651.30 2,770,287.21 2,757,688.80 2,565,085.15 2,514,647.03 1,979,176.11 1,839,330.12 1,803,765.90 1,673,063.71 1,672,256.14 1,629,953.73 1,434,526.28 1,278,967.14 1,205,556.07 1,136,399.46 1,076,824.73 1,010,099.49 965,170.27 892,091.72 842,135.22 839,301.84 818,412.67 810,074.47 765,903.75 726,661.46 683,228.72 662,795.75 606,831.47 597,079.06 583,030.13 557,456.28 529,962.61 504,636.03 480,139.32 474,710.21 455,718.23 439,156.26 431,464.97 429,666.88 416,847.64 405,998.78 402,833.52 400,765.46 378,293.50 337,487.90 330,261.03 325,694.95 323,145.15 306,550.81 295,822.18 286,891.29 279,843.42 262,499.89 260,289.61 259,650.70 250,540.39 239,880.87 238,586.55 237,501.79 234,800.16 223,544.70 4,617,840.31 385,129,853.53
% Total 28.1% 19.7% 14.2% 13.3% 2.5% 1.8% 1.8% 1.2% 0.9% 0.9% 0.8% 0.8% 0.7% 0.7% 0.7% 0.7% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 1.2% 100.0%
Cum % 28.1% 47.8% 62.0% 75.3% 77.8% 79.6% 81.4% 82.6% 83.6% 84.5% 85.3% 86.0% 86.8% 87.5% 88.1% 88.8% 89.3% 89.8% 90.3% 90.7% 91.1% 91.5% 91.9% 92.3% 92.6% 92.9% 93.1% 93.4% 93.7% 93.9% 94.1% 94.3% 94.5% 94.7% 94.9% 95.1% 95.3% 95.5% 95.6% 95.8% 95.9% 96.1% 96.2% 96.4% 96.5% 96.6% 96.7% 96.8% 97.0% 97.1% 97.2% 97.3% 97.4% 97.5% 97.6% 97.7% 97.8% 97.8% 97.9% 98.0% 98.1% 98.2% 98.2% 98.3% 98.4% 98.4% 98.5% 98.6% 98.6% 98.7% 98.7% 98.8% 100.0%
BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS| 18
ATTACHMENT E PROPOSED DEVELOPMENT AGREEMENT
55
Recording Requested By: City of Santa Monica When Recorded Mail To: City of Santa Monica Santa Monica City Attorney's Office 1685 Main Street, Third Floor Santa Monica, CA 90401 Attention: Senior Land Use Attorney ________________________________________________________________________ Space Above Line For Recorder's Use No Recording Fee Required California Government Code Section 27383
DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA MONICA AND HINES 26TH STREET, LLC
__________________, 2013
TABLE OF CONTENTS
Recitals ........................................................................................................................................... 1 Article 1
Definitions.............................................................................................................. 7
Article 2
Description of the Project .................................................................................... 11
2.1
General Description ............................................................................................. 11
2.2
Principal Components of the Project ................................................................... 12
2.3
No Obligation to Develop .................................................................................... 12
2.4
Vested Rights ....................................................................................................... 13
2.5
Permitted Uses ..................................................................................................... 15
2.6
Significant Project Features ................................................................................. 16
2.7
LUCE Community Benefits ................................................................................. 18
2.8
Parking ................................................................................................................. 48
2.9
Design .................................................................................................................. 49
Article 3
Construction ......................................................................................................... 51
3.1
Construction Hours .............................................................................................. 51
3.2
Outside Building Permit Issuance Date ............................................................... 52
3.3
Construction Period ............................................................................................. 52
3.4
Damage or Destruction ........................................................................................ 52
3.5
Tiebacks ............................................................................................................... 52
3.6
Construction Staging............................................................................................ 52
Article 4
Project Fees, Exactions, Mitigation Measures and Conditions............................ 52
4.1
Fees, Exactions, Mitigation Measures and Conditions ........................................ 52
4.2
Conditions on Modifications................................................................................ 53
4.3
Implementation of Mitigation Measures.............................................................. 53 i
Article 5
Effect of Agreement on City Laws and Regulations ........................................... 53
5.1
Development Standards for the Property; Existing Regulations ......................... 53
5.2
Permitted Subsequent Code Changes .................................................................. 54
5.3
Common Set of Existing Regulations .................................................................. 56
5.4
Conflicting Enactments ........................................................................................ 56
5.5
Timing of Development ....................................................................................... 56
5.6
Subdivision Maps................................................................................................. 57
Article 6
Architectural Review Board ................................................................................ 57
6.1
Architectural Review Board Approval ................................................................ 57
6.2
Individual Buildings............................................................................................. 57
6.3
Concurrent Processing ......................................................................................... 57
Article 7
City Technical Permits ......................................................................................... 57
7.1
Definitions............................................................................................................ 57
7.2
Diligent Action by City........................................................................................ 58
7.3
Conditions for Diligent Action by the City.......................................................... 58
7.4
Duration of Technical City Permits ..................................................................... 59
Article 8
Amendment and Modification ............................................................................. 59
8.1
Amendment and Modification of Development Agreement ............................... 59
Article 9
Term ..................................................................................................................... 60
9.1
Effective Date ...................................................................................................... 60
9.2
Term ..................................................................................................................... 60
Article 10 Periodic Review of Compliance ................................................................................ 60 10.1
City Review ......................................................................................................... 60
10.2
Evidence of Good Faith Compliance ................................................................... 61
10.3
Information to be Provided to Developer ............................................................ 61 ii
10.4
Notice of Breach; Cure Rights ............................................................................. 61
10.5
Failure of Periodic Review .................................................................................. 62
10.6
Termination of Development Agreement ............................................................ 62
10.7
City Cost Recovery .............................................................................................. 62
Article 11
Default.................................................................................................................. 62
11.1
Notice and Cure ................................................................................................... 62
11.2
Remedies for Monetary Default........................................................................... 63
11.3
Remedies for Non-Monetary Default .................................................................. 63
11.4
Modification or Termination Agreement by City ................................................ 65
11.5
Cessation of Rights and Obligations .................................................................... 66
11.6
Completion of Improvements .............................................................................. 66
Article 12
Mortgagees ........................................................................................................... 67
12.1
Encumbrances on the Property ............................................................................ 67
Article 13
Transfers and Assignments .................................................................................. 69
13.1
Transfers and Assignments .................................................................................. 69
13.2
Release Upon Transfer ......................................................................................... 69
Article 14
Indemnity to City ................................................................................................. 70
14.1
Indemnity ............................................................................................................. 70
14.2
City’s Right to Defense ........................................................................................ 70
Article 15
General Provisions ............................................................................................... 71
15.1
Notices ................................................................................................................. 71
15.2
Entire Agreement; Conflicts ................................................................................ 72
15.3
Binding Effect ...................................................................................................... 72
15.4
Agreement Not for Benefit of Third Parties ........................................................ 72
15.5
No Partnership or Joint Venture .......................................................................... 72 iii
15.6
Estoppel Certificates ............................................................................................ 72
15.7
Time ..................................................................................................................... 73
15.8
Excusable Delays ................................................................................................. 73
15.9
Governing Law .................................................................................................... 74
15.10
Cooperation in Event of Legal Challenge to Agreement ..................................... 74
15.11
Attorneys’ Fees .................................................................................................... 74
15.12
Recordation .......................................................................................................... 74
15.13
No Waiver ............................................................................................................ 74
15.14
Construction of this Agreement ........................................................................... 75
15.15
Other Governmental Approvals ........................................................................... 75
15.16
Venue .................................................................................................................. 76
15.17
Exhibits ................................................................................................................ 76
15.18
Counterpart Signatures......................................................................................... 77
15.19
Certificate of Performance ................................................................................... 77
15.20
Interest of Developer............................................................................................ 77
15.21
Operating Memoranda ......................................................................................... 77
15.22
Acknowledgments, Agreements and Assurance on the Part of Developer ......... 78
15.23
Not a Public Dedication ....................................................................................... 78
15.24
Other Agreements ................................................................................................ 79
15.25
Severability and Termination ............................................................................... 79
Exhibit “A” Exhibit “B” Exhibit “C” Exhibit “D” Exhibit “E” Exhibit “F-1” Exhibit “F-2” Exhibit "G" Exhibit “H”
Legal Description of Property Project Plans Permitted Fees and Exactions Mitigation Measures and Conditions SMMC Article 9 (Planning and Zoning) Local Hiring Program for Construction Local Hiring Program for Permanent Employment Permitted Uses Infrastructure Security Schedule iv
Exhibit “I” Exhibit “I-1” Exhibit “I-2” Exhibit “I-3” Exhibit “J” Exhibit “K” Exhibit “L” Exhibit “M” Exhibit “N” Exhibit “O” Exhibit “P-1” Exhibit “P-2” Exhibit “P-3” Exhibit “P-4” Exhibit “P-5”
Use of Open Space Plaza Pedestrian Pathways Neighborhood Parks Assignment and Assumption Agreement Alcohol Conditions Internship Program Tentative Tract Map No. Grade Determinations Conceptual Typical Street Sections for Street Improvements Nebraska Extension Easement Area Olympic Sidewalk Easement Area New Western Street Easement Area New Eastern Street Easement Area 26th Street Sidewalk Easement Area
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DEVELOPMENT AGREEMENT This Development Agreement (“Agreement”), dated ____________, 2013, (the “Effective Date”) is entered into by and between HINES 26TH STREET, LLC, a Delaware limited liability company (“Hines”), and the CITY OF SANTA MONICA, a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica (the “City”), with reference to the following facts: RECITALS A. Pursuant to California Government Code Section 65864 et seq, Chapter 9.48 of the Santa Monica Municipal Code, and Santa Monica Interim Ordinance No. 2356 as extended and modified (collectively, the “Development Agreement Statutes”), the City is authorized to enter into binding development agreements with persons or entities having a legal or equitable interest in real property for the development of such real property. B. Hines is the owner of approximately 7.1 acres of land located in the City of Santa Monica, State of California, commonly known as 1681 26th Street, as more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”). C. The City has included the Property within the Bergamot Transit Village land use designation under the City’s recently adopted Land Use and Circulation Element of its General Plan (the “LUCE”). To aid in the redevelopment of the Property in accordance with the LUCE, the City and Hines desire to allow demolition of the three existing buildings on the Property and construction of a new mixed-use transit-oriented project that will include three predominantly residential buildings and two predominantly Creative Office buildings with associated ground-floor retail and restaurant uses, subterranean parking, new streets and pedestrian pathways, and extensive open space. D. On May 20, 2010, Hines filed an application for a Development Agreement pursuant to Santa Monica Municipal Code (“SMMC”) Section 9.48.020 (the “Development Application”). The Development Application was designated by the City as Application No. DEV 10-002. Following substantial input from City Staff, City Council, City Planning Commission and the public, the Project, as defined herein, includes smaller buildings, more open space, substantially more residential units resulting in less Creative Office space, and reconfigured massing from that described in the Development Application when originally filed. E. On April 26, 2011, the City Council adopted Interim Ordinance No. 2356 (“IZO”). The City Council extended and/or modified the IZO on several occasions thereafter. The IZO prohibits, among other things, the issuance of permits for development projects which would constitute a Tier 2 or Tier 3 project as established pursuant to LUCE Chapter 2.1 unless developed pursuant to a development agreement
1
adopted in accordance with SMMC Chapter 9.48. Adoption of this Agreement will allow for the issuance of permits for the Project. F. Hines has paid all necessary costs and fees associated with the City’s processing of the Development Application and this Agreement. G. Following filing of the Development Application, the City prepared and circulated for public review and comment a Draft Environmental Impact Report (the “DEIR”) pursuant to the California Environmental Quality Act (“CEQA”)) and designated SCH No. 2010111062. Following close of the comment period, the City prepared a Final Environmental Impact Report pursuant to CEQA (the “FEIR”). H. The primary purpose of the Project is to promote the transition of the Bergamot Transit Village from a fundamentally industrial area to the vision articulated in the LUCE which includes a mixed-use development that will attract Creative Office uses along with a variety of housing types, entertainment and office uses and local-serving retail and restaurants to establish a vital, new complete neighborhood. I. The City Council has determined that a development agreement is appropriate for the proposed development of the Property. This Agreement will (1) eliminate uncertainty in planning for the Project and result in the orderly development of the Project, (2) assure installation of necessary improvements on the Property, (3) provide for public infrastructure and services appropriate to development of the Project, (4) preserve substantial City discretion in reviewing subsequent development of the Property, (5) secure for the City improvements that benefit the public, (6) ensure the provision of important community benefits as envisioned in the LUCE, and (7) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted. J. This Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impact and benefits of the development of the Project on the Property in accordance with this Agreement upon the welfare of the region. The Project will provide a number of public benefits to meet important community benefits and policy goals described in the LUCE: (1)
Trip Reduction and Traffic Management.
(a) Development of a mixed-use project which will result in reduced vehicle trips as employment, residence, retail and restaurant facilities are within walking distance inside the Project and to nearby employment centers and residential neighborhoods; (b) Development of a transit-oriented project which will be close to existing and planned mass transit facilities, including the Bergamot lightrail station;
2
(c) Attraction of Creative Office uses which, according to traffic studies referenced in the LUCE, have commuting patterns that cause substantially less stress on peak period traffic conditions than other more conventional businesses; (d) A detailed, performance-based transportation demand management program, including subsidized transit passes and parking cash out to encourage use of public transit; (e) Bicycle parking facilities for residents, employees and visitors, including designation of space for, and operational funding to support, a bicycle sharing system in the event the City implements such a program; (f) A shared parking program to alleviate excess parking demand in the Bergamot area; (g) Providing a number of off-site transportation improvements, such as two new signalized intersections, improvements to four pedestrian crossings and new public transit facility upgrades; (h) Creation of a Transportation Demand Management Association to implement the LUCE’s policy of providing employees, businesses, visitors, and residents in the Bergamot Transit Village with resources to increase the amount of trips taken by transit, walking, bicycling, and ridesharing; (i)
Reserved parking spaces for a car share service, carpools
and van pools. (2)
Housing.
(a) The Project will satisfy the City’s affordable housing goals for the development by providing units affordable to extremely-low income tenants on-site rather than through payment of an affordable housing fee; (b) Provide additional affordable housing on-site in excess of that required under the City’s Affordable Housing Production Program (SMMC Chapter 9.56), targeted towards the Santa Monica workforce; (c) Rental Housing Units will be marketed through an established local preference program targeting first responders, including police officers, firefighters, nurses, EMTs, teachers and social workers and those working within close proximity to the Project; (d) The Project will provide housing along the City’s commercial corridors where there is transit, local-serving retail and an enhanced pedestrian environment, facilitating a complete neighborhood for a range of socioeconomic levels; and
3
(e) The Project will include artist work/live space in the residential buildings to address the City’s declining artist population, a portion of which will be affordable to extremely-low income and/or workforce tenants. (3)
Community Physical Improvements.
(a) The Project will assist in the implementation of the LUCE by introducing the city street grid through the extension of Nebraska Avenue from Stewart Street to 26th Street, adding two new north-south streets connecting Olympic Boulevard to the Nebraska Avenue extension, street improvements to Stewart Street and 26th Street, including pedestrian paths within the Project, supporting entries into the Bergamot light rail station and the Bergamot Arts Center from Olympic Boulevard through installation of crosswalks and traffic signals, and creating a “human-scale” environment by introducing smaller blocks; (b) The Project will add quality pedestrian, biking and green connections through the new streets and two new pedestrian pathways connecting Olympic Boulevard to the Nebraska Avenue extension; (c) The Project will include construction of wide sidewalks along Olympic Boulevard, Nebraska Avenue, Stewart Street, 26th Street, and the two new north-south streets; (d) The Project will include over four acres of active/passive open space, streets, sidewalks, and paseos including approximately 55,800 square feet of activity based open space such as a public plaza and neighborhood park, 22,400 square feet of pedestrian promenades, 11,400 square feet of pocket parks and other open spaces, and nearly 86,000 square feet of streets and sidewalks; (e) The Project will bury unsightly power and phone lines and re-locate or remove an electrical substation on-site; and (f) The Project will make a one-time $2,000,000 contribution towards the construction of off-site parks and open space. (4)
Social and Cultural Facilities.
(a) The plaza area located in the Project will provide a venue for cultural events that may include musical performances, arts displays, and farmers markets; (b) The artist work/live units will provide an opportunity for resident artists to display and sell examples of their work; (c) The Creative Office uses to be encouraged in the Project facilitate the City’s broader goals and commitment to support Creative Office and related activities within the community;
4
(d) The Project will make an annual contribution of $200,000 towards early childhood initiatives; and (e) The Project will provide an on-site arts program including artwork and an endowment for on-site arts programming. (5)
Diversified Economy.
(a) The Project will provide badly needed space for Creative Office companies which generate high revenues relative to their impacts; (b) The Project will facilitate the growth of creative-related business uses in the City and enable it to more effectively compete with the surrounding communities for these types of companies; (c) Creative Office companies will provide local-serving job opportunities for skilled workers in the Creative Office field, many of whom already live in Santa Monica; (d)
The Project will institute a local hiring program during
construction; (e) The Project will institute an on-going local hiring program for Employers on-site; (f)
The Project will provide an internship program for local
students; (g) The Project will add neighborhood-serving retail and services to a community which currently lacks those amenities; and (h) The Project and the companies, residents and visitors it will attract, will contribute to the City’s tax base through increased property tax, business license tax, utility tax, sales tax and other revenue sources as well as provide sources of donations for local non-profit organizations. The project will provide approximately $1,600,000 in one-time tax revenue and is projected to generate approximately $2,500,000 in annual on-going revenue to the City’s General Fund. (6) Sustainability and Climate Change. The Project enhances the City’s important sustainability goals by: (a) (b) transit corridor; (c)
locating mixed-use development along a transit corridor; creating a new complete neighborhood along a rail and encouraging multi-modal forms of transportation; 5
(d) implementing a Transportation Demand Management program to reduce PM peak hour trips; (e) creating affordable and local preference housing near transit and employment; (f) connecting existing neighborhoods to new development and services through improved walking and bicycling paths; (g) meeting specified green building requirements with welldesigned LEED Gold buildings; and (h) providing substantial park and other open space with enhanced landscaping and street trees. K. Because of the complexity of the Project, Developer anticipates that it may be constructed and financed in two phases (the “Creative Office Phase” and the “Residential Phase”, each of which contains separate “Sites,” as reflected on the Project Plans) which may, in the long term, be separately owned and financed. In order to facilitate the separate construction and financing, Hines has filed a Subdivision Permit Application No. XXXXX seeking City approval for Tentative Tract Map No. XXXXX, a copy of which is attached hereto as Exhibit “M” (the “Tract Map”). In addition, because of the extensive amount of open space and the subterranean parking garage to service the entire Project contemplated in the Project Plans, Hines anticipates recording a declaration of covenants, conditions, restrictions and easements designating these areas as common areas and establishing an owners’ association to manage the common area at the expense of the various owners in a manner typically utilized for projects of this nature. In order to permit such an arrangement to function properly for the benefit of the various owners, lenders, the City and the public, this Agreement allocates, to the extent expressly set forth herein, certain of the obligations to provide public benefits, implement mitigation measures and construct infrastructure improvements between the two Phases and among the different Sites. L. The City Council has found that the provisions of this Development Agreement are consistent with the relevant provisions of the City’s General Plan, including the LUCE. M. On __________, 2013, the City's Planning Commission held a duly noticed public hearing on the Development Application, this Agreement, the FEIR and the Project and at such hearing, the Planning Commission [DETAIL RECOMMENDATIONS]. The Commission recommended [DETAIL RECOMMENDATIONS] N. On _______________, 2013, the City Council held a duly noticed public hearing on the Development Application, this Agreement, the FEIR and the Project and at such hearing, the City:
6
(1) Adopted Resolution No. ______ (CCS) certifying the adequacy of the FEIR under CEQA and related State and City CEQA guidelines, and adopted Resolution No. _____________ (CCS) making the necessary CEQA findings and adopting a Statement of Overriding Considerations; and (2) Determined that the Project, the Project Plans and this Agreement are consistent with the City’s General Plan, including the LUCE and Bergamot Area Plan, and adopted, on first reading, Ordinance No. _____ approving this Agreement and authorizing its execution by the City Manager. O. On ____________, 2013, the City Council adopted Ordinance No. ______ approving this Agreement. NOW THEREFORE, in consideration for the covenants and conditions hereinafter set forth, the Parties hereto do hereby agree as follows: ARTICLE 1 DEFINITIONS In addition to the terms defined in the foregoing Recitals, the terms defined below have the meanings in this Agreement as set forth below unless the context otherwise requires: 1.1 “Agreement” means this Development Agreement entered into between the City and Hines as of the Effective Date. 1.2 “Applicant” means any Developer applying for a building permit under this Agreement. 1.3
“ARB” means the City’s Architectural Review Board.
1.4 “Artist” means a person who is recognized by critics and peers, and has verifiable training and/or a reputation and credentials and works in one of more of the following areas: (a) a person who works in or is skilled in any of the fine arts, including painting, drawing, sculpture, book arts and print making; (b) a person who creates imaginative works of aesthetic value, including literature, poetry, play writing, film, video, digital media works, costume design, photography, architecture, music composition and conceptual art; (c) a person who creates functional art, including jewelry, rugs, decorative screens and grates, furniture, pottery toys and quilts; and (d) performance artists.
a performer, including singers, musicians, dancers, actors and
7
The members of the architectural, design, or landscaping firms retained for the design and construction of the Project shall not be considered Artists for the purposes of this Agreement. 1.5 “Artist Work/Live Units” means ground floor units in a Residential Building that combine a studio, gallery and/or exhibition workspace and incidental residential occupancy occupied and used by Artists. The workspace is reserved for and regularly used by one or more Artists of the unit. Retail sales of works of art produced by the Artist resident therein shall be permitted. 1.6 “Building Height” means the vertical distance measured from Grade to the highest point of the roof except that (a) as provided in the LUCE, the ground floor floor-to-floor height above 13.5 feet shall not be counted towards the overall Building Height so long as it does not exceed an additional 5 feet, and (b) the following elements of each Building shall be excluded from Building Height and shall not be subject to the maximum Building Height limitations set forth herein: (a) All elements permitted in Section 9.04.10.02.030 of the Zoning Ordinance, subject to the restrictions and conditions set forth therein; (b) A roof mounted antenna so long as it complies with all applicable provisions of the Zoning Ordinance in effect at time of application submittal, including applicable procedural requirements; and (c) Architectural projections up to 96 feet on Building 2 and 94 feet on Building 1, as expressly identified on the Project Plans. 1.7 “Buildings” means all of the buildings to be constructed on the Property as shown on the Project Plans. “Building” refers to any one of the Buildings and is identified by number on the Project Plans. 1.8 designee.
“City Council” means the City Council of the City of Santa Monica, or its
1.9 “City General Plan” or “General Plan” means the General Plan of the City of Santa Monica, and all elements thereof including the LUCE, and Bergamot Area Plan, as of the Effective Date unless otherwise indicated in this Agreement. 1.10 “City Parties” means the City, its City Council, boards and commissions, departments, officers, agents, employees, volunteers and other representatives. 1.11 “Commercial Uses” means Creative Office Uses, Retail Uses and Restaurant Uses. 1.12 “Creative Office Building” is a Building located in the Creative Office Phase in which all of the uses above the ground floor are Creative Office Uses and the ground floor uses are all Commercial Uses.
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1.13
“Creative Office Phase” means Sites 1 and 2.
1.14
“Creative Office Uses” has the meaning given that term in Exhibit “G”.
1.15 “Declaration” means a declaration of covenants, conditions and restrictions and grants of easements to be recorded by Hines with respect to the Property following the Effective Date. 1.16 “Developer” means Hines so long as Hines owns all of the Property.. Upon the transfer of title to any Parcel, the term “Developer” shall mean, with respect to any Parcel, the owner or owners of such Parcel. 1.17 “Developers” means all owners of the individual Parcels of the Property, in combination. 1.18 “Discretionary Approvals” are actions which require the exercise of judgment or a discretionary decision, and which contemplate and authorize the imposition of revisions or additional conditions by the City, including any board, commission, or department of the City and includes any officer or employee of the City. Discretionary Approvals do not include Ministerial Approvals. 1.19 1.20 the Project.
“Effective Date” has the meaning set forth in Section 9.1 below. “Employer” shall mean any creative office, retail, or restaurant tenant of
1.21 "Floor Area" has the meaning as defined in Section 9.04.02.030.315 of the Zoning Ordinance. The Parties acknowledge that the City is in the process of updating the Zoning Ordinance, and the Parties agree that, upon the City’s adoption of the new zoning ordinance, the Developer may make a one-time election whether to have Floor Area have the meaning as contained in the Existing Regulations or as contained in the City’s new zoning ordinance. 1.22 “Floor Area Ratio” and “FAR” means floor area ratio as defined in Section 9.04.02.030.320 of the Zoning Ordinance provided that subterranean floor area occupied by common rooms and other amenities available only to residential tenants and owners of the Project, or portions thereof; subterranean storage areas; ground floor outdoor dining space adjacent to the public right-of-way enclosed by a barrier of not more than 42 inches, whether or not covered by a roof or canopy; unenclosed balconies, whether or not used for commercial activity; and rooftop mechanical equipment rooms and similar space shall not be included in the calculation of Floor Area Ratio. 1.23 “Grade” shall be determined separately for each Site in accordance with the procedures set forth in 9.04.02.030.350 of the Zoning Code as they apply to that Site, as reflected on Exhibit “N” attached hereto. 1.24
“including” means “including, but not limited to.”
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1.25 “LEED® Rating System” means the Leadership in Energy and Environmental Design (LEED®) Green Building Rating System For New Construction & Major Renovations, adopted by the U.S. Green Building Council and implemented by the Green Building Certification Institute in effect at the time of ARB submittal. In the event no such system exists at the time any Building Developer submits for ARB approval, an alternative green building rating system may be selected by the Developer of that Building, subject to approval by the City. 1.26
“Legal Action” means any action in law or equity.
1.27 “Life of the Project” shall mean a period commencing on the date a Certificate of Occupancy is issued for the first Building in the Project and ending on the date which is fifty-five (55) years from Certificate of Occupancy for the last Building in the Project; provided, however, that if all of the Buildings in the Project are damaged or destroyed and cannot be rebuilt in accordance with the development standards permitted in this Agreement, then the Life of the Project shall be deemed to have ended as of the date of such damage or destruction. 1.28
“Maximum Floor Area” means 766,909 square feet of Floor Area.
1.29 “Ministerial Approvals” mean any action which merely requires the City (including any board, commission, or department of the City and any officer or employee of the City), in the process of approving or disapproving a permit or other entitlement, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or conditions of approval. 1.30 Declaration.
“Owners Association” means any association formed pursuant to the
1.31 “Parcel” means a legal parcel described in any subdivision map approved by the City following the Effective Date. 1.32 “Parking Garage” means the subterranean parking garage to be constructed as a portion of the Project, as shown on the Project Plans. 1.33 “Parties” mean both the City and all Developers and “Party” means either the City or any Developer, as applicable. 1.34
“Phase” means either the Creative Office Phase or the Residential Phase.
1.35 “Planning Director” means the Planning Director of the City of Santa Monica, or his or her designee. 1.36 “Plaza” means that portion of the Open Space designated as the “Plaza” on the Project Plans. 1.37 “PM peak hour” and “PM peak hours” mean the period between 5:00 PM and 7:00 PM on weekdays that are not the following holidays: New Year’s Day, 10
President’s Day, Cesar Chavez Day, Martin Luther King Day, Memorial Day, Independence Day, Columbus Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, and Christmas Eve, Christmas Day. If any such holiday falls on Saturday or Sunday, and as a result such holiday is observed on the preceding Friday or succeeding Monday, then such Friday or Monday, as the case may be, shall be considered to be a holiday under this Section. 1.38
“Project” means the development project reflected on the Project Plans.
1.39 “Project Plans” mean the plans for the Project that are attached to this Agreement as Exhibit “B”. 1.40 “Rental Housing Units” means the for-rent residential units to be developed in the Residential Phase but excluding Artist Work/Live Units. 1.41 “Residential Building” is a Building located in the Residential Phase in which all of the uses above the ground floor are Residential Uses and the ground floor uses are either all Retail Uses or any combination of Retail Uses, Restaurant Uses, Residential Uses, and Artist Work/Live Units. 1.42
“Residential Phase” means Sites 3, 4 and 5.
1.43 “Residential Use” has the meaning given that term in Exhibit “G” which excludes the Artist Work/Live Units. 1.44
“Restaurant Uses” has the meaning given that term in “Exhibit “G”.
1.45 “Retail Uses” has the meaning given that term in Exhibit “G”, which excludes the Artist Work/Live Units. 1.46 “Site” means Site 1, Site 2, Site 3, Site 4 or Site 5, as applicable, as reflected on the Project Plans. 1.47 “SMMC” means the Santa Monica Municipal Code in effect on the Effective Date unless specifically stated to refer to the Santa Monica Municipal Code as it may be in effect at some other time. 1.48 “Zoning Ordinance” means the City of Santa Monica Comprehensive Land Use and Zoning Ordinance (Chapter 9.04 of the SMMC) and any applicable Interim Zoning Ordinance, as the same are in effect on the Effective Date, which is set forth in its entirety as part of Exhibit “E” (Planning and Zoning). ARTICLE 2 DESCRIPTION OF THE PROJECT 2.1
General Description. The Project includes all aspects of the proposed 11
development of the Property as more particularly described in this Agreement and on the Project Plans. If there is a conflict or inconsistency between the text of this Agreement and the Project Plans, the Project Plans will prevail; provided, however, that omissions from the Project Plans shall not constitute a conflict or inconsistency with the text of this Agreement. 2.2 Principal Components of the Project. The Project will consist of the following principal components, as well as the other components delineated in the Project Plans, all of which are hereby approved by the City subject to the other provisions of this Agreement: (a)
Demolition of the existing buildings on the Property.
(b) Construction of the Buildings with an aggregate square footage of Floor Area not to exceed the Maximum Floor Area accommodating up to 375,585 square feet of Creative Office Uses, up to 471 Rental Housing Units, up to 27 Artist Work/Live units, and up to 29,391 square feet of Retail and Restaurant Uses. (c) A parking garage will be constructed beneath the Buildings with the number of parking spaces being determined in accordance with Section 2.8 below, subject to modification in accordance with Section 2.4 herein. All of the parking spaces shall be operated for the uses to be located in the Project or for Shared Parking in accordance with Section 2.8 below. The City hereby approves the conceptual and approximate locations of all ramps accessing the Parking Garage reflected on the Project Plans, subject to final review and approval by the City during the plan check process for any Building. (d) An extension of Nebraska Avenue, construction of two new north/south streets, two new pedestrian pathways and widened sidewalks, installation of two new traffic signal and associated improvements at the intersections of Olympic Boulevard and each of the new north/south streets, re-construction of sidewalk on 26th Street, and enhancement of an existing crosswalk and construction of a new median on Stewart Street, all at locations shown on the Project Plans. (e) Approximately two acres of active/passive open space and paseos, including 55,800 square feet of activity based open space such as a public plaza and neighborhood park, 22,400 square feet of pedestrian promenades, 11.400 square feet of pocket parks and other open spaces. 2.3
No Obligation to Develop. 2.3.1
Except as specifically provided herein:
(a) Nothing in this Agreement shall be construed to require any Developer to proceed with the construction of the Project or any portion thereof.
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(b) The decision to proceed or to forbear or delay in proceeding with construction of the Project or any portion thereof shall be in each Developer’s sole discretion. (c) Failure by any Developer to proceed with construction of the Project or any portion thereof shall not give rise to any liability, claim for damages or cause of action against such Developer, except as may arise pursuant to a nuisance abatement proceeding under SMMC Chapter 8.96, or any successor legislation. 2.3.2 Failure by any Developer to proceed with construction of the Project or any portion thereof shall not result in any loss or diminution of development rights, except upon expiration of such Developer’s vested rights pursuant to this Agreement, or the termination of this Agreement with respect to the Parcel or Parcels owned by such Developer. 2.3.3 Notwithstanding any provision of this Section 2.3 to the contrary, each Developer shall be required to implement all mitigation measures and conditions of approval required under this Agreement in accordance with Exhibit “D” and may be subject to all remedies specified in this Agreement for the failure to implement these mitigation measures and conditions of approval. 2.4
Vested Rights.
2.4.1 Approval of Project Plans. The City hereby approves the Project Plans. The City shall maintain a complete copy of the Project Plans, stamped “Approved” by the City, in the Office of the City Clerk, and each Developer shall maintain a complete copy of the Project Plans, stamped “Approved” by the City, in its offices or at the Project site. The Project Plans to be maintained by the City and each Developer shall be a halfsize set. Further detailed plans for the construction of the Buildings and improvements, including, without limitation, structural plans and working drawings, shall be prepared by the applicable Developer subsequent to the Effective Date based upon the Project Plans. 2.4.2 Minor Modifications to Project. Any Developer, with the approval of the Planning Director and the approval of any other Developer who, in the reasonable judgment of the City, will be materially affected by such Modification, which approvals shall not be unreasonably withheld, conditioned or delayed, may make minor changes to the Project or Project Plans (“Minor Modifications”) without amending this Agreement, provided that the Planning Director makes the following specific findings that the Minor Modifications: (i) are consistent with the Project’s approvals as approved by the City Council; (ii) are consistent with the provisions, purposes and goals of this Agreement; (iii) are not detrimental to the public health, safety, convenience or general welfare; and (iv) will not significantly or adversely affect the public benefits associated with the Project. The Planning Director shall notify the Planning Commission in writing of any Minor Modification approved pursuant to this Section 2.4.2. Any proposed change which the Planning Director denies as not qualifying for a Minor Modification based on the above findings must be processed as a Major Modification.
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2.4.3 Modifications Requiring Amendment to this Agreement. Developer shall not make any “Major Modifications” (defined below) to the Project without first amending this Agreement to permit such Major Modifications. A “Major Modification” means the following: (a) Reduction of any setback as depicted on the Project Plans, if by such reduction the applicable setback would be less than is permitted in the applicable zoning district under the Zoning Ordinance in effect on the date such modification is applied for; (b) Any change in use not consistent with the permitted uses defined in Section 2.5 below; (c) Any reduction in the number of deed restricted affordable housing units required under Section 2.6.4 and Section 2.7.4(b). (d)
Any increase in the number of Rental Housing Units in
(e)
Any increase in the number of Artist Work/Live Units in
excess of 471 Units; excess of 27 Units; (f) An increase of more than five percent (5%) in the number of parking spaces shown on the Project Plans but in no case shall the increase exceed the parking maximums established by the Bergamot Area Plan or, upon completion of the Project, any decrease in the number of parking spaces below the number required by the Bergamot Area Plan; (g) Any material change in the number or location of curb cuts shown on the Project Plans; (h) Any variation in the design, massing or building configuration including but not limited to, Floor Area and Building Height, that renders such aspects out of substantial compliance with the Project Plans after ARB approval; (i) Any change that would substantially reduce or alter the significant project features set forth in Sections 2.6.4, 2.6.5, 2.6.7 and 2.6.8 or the community benefits as set forth in Section 2.7. If a proposed modification does not exceed the Major Modification thresholds established above, then the proposed modification may be reviewed in accordance with Section 2.4.2. 2.4.4 City Consent to Modification. The Planning Director shall not unreasonably withhold, condition, or delay his or her approval of a request for a Minor Modification. The City may impose fees, exactions, conditions, and mitigation measures in connection with its approval of a Minor or Major Modification, subject to any applicable law. Notwithstanding anything to the contrary herein or in the Existing 14
Regulations, if the Planning Director approves a Minor Modification or if the City approves a Major Modification (and the corresponding amendment to this Agreement for such Major Modification), as the case may be, the applicable Developer shall not be required to obtain any other Discretionary Approvals for such modification, except for ARB approval, in the case of certain Major Modifications. 2.4.5 Right to Develop. Subject to the provisions of Section 3.2 below, during the Term (as defined in Section 9.2 below) of this Development Agreement, Developer shall have the vested rights (the “Vested Rights”) to (a) develop and construct the Project in accordance with the following: (i) the Project Plans (as the same may be modified from time to time in accordance with this Agreement); (ii) any Minor Modifications approved in accordance with Section 2.4.2; (iii) any Major Modifications which are approved pursuant to Section 2.4.3; and (iv) the requirements and obligations of Developer related to the improvements which are specifically set forth in this Agreement, and (b) use and occupy the Project for the Permitted Uses set forth in Section 2.5. Except for any required approvals from the ARB pursuant to Section 6.1 of this Agreement, the City shall have no further discretion over the elements of the Project which have been delineated in the Project Plans (as the same may be modified from time to time in accordance with this Agreement). 2.4.6 Foundation Only Building Permit. Section 8.08.070(b) of the Zoning Code allows for issuance of partial permits for portions of a structure. Developer may submit an application for a Foundation Only Permit, which application shall be processed according to the Division of Building and Safety’s Foundation Only Permit policy (PT-05-03). 2.5 Permitted Uses. The City approves the uses described in Exhibit “G” attached for the Project (“Permitted Uses”) and Hines and the City agree as follows: 2.5.1 The Buildings. Subject to the limitations set forth in Section 2.5.2 below, each Building in the Creative Office Phase is permitted to contain Commercial Uses and each Building in the Residential Phase is permitted to contain Retail Uses, Restaurant Uses, Residential Uses, and Artist Work/Live Units. 2.5.2 Maximum Permitted Development. The aggregate amount of Floor Area devoted to Retail and Restaurant Uses throughout the Project shall not exceed 29,391 square feet, the aggregate amount of Floor Area devoted to Restaurant Uses throughout the Project shall not exceed 15,500 square feet and the aggregate amount of Floor Area devoted to Commercial Uses throughout the Project shall not exceed 404,976 square feet. The maximum number of Rental Housing Units in the Project shall not exceed 471 units and the maximum number of Artist Work/Live Units in the Project shall not exceed 27 units. The aggregate Floor Area in the Project shall not exceed the Maximum Floor Area. 2.5.3 Subterranean Space. In the underground parking garage, the following are Permitted Uses: parking, including shared and bicycle parking in accordance with Section 2.7.1 below, mechanical and equipment rooms, parking 15
management and valet office, maintenance closets, other storage, lockers and showers and any other uses that are designated as Permitted Uses by this Agreement. 2.5.4 Conditionally Permitted Uses. “Conditionally Permitted Uses” include (a) uses that are identified as either Permitted Uses or Conditionally Permitted Uses in the Zoning Ordinance so long as these uses are similar to and are no more disruptive or impactful than the Permitted Uses for the respective Building in effect at the time the use is sought to be established, and (b) any uses requiring a Conditional Use Permit in Section 2.5.5 below. Conditionally Permitted Uses may commence operating at the Project upon issuance of a Conditional Use Permit in accordance with the procedures established in the SMMC and the issuance of a business license. 2.5.5
Alcoholic Beverage Permits.
(a) In the event any Developer or any business operator proposes a new business or use dispensing for sale or other consideration, alcoholic beverages, including beer, wine, malt beverages, and distilled spirits for on-site or off-site consumption, a Conditional Use Permit shall be required pursuant to SMMC Section 9.04.10.18 except for Restaurants complying with the terms and conditions in Section 2.5.5(b) below. Notwithstanding the foregoing, any Developer or any business operator may apply for a Conditional Use Permit pursuant to SMMC Section 9.04.10.18 in order to sell or furnish alcoholic beverages for consumption on terms other than those set forth in Section 2.5.5(b) below. (b) Restaurants which offer alcoholic beverages including beer, wine, malt beverages, and distilled spirits incidental to meal service shall be exempt from the provisions of Section 9.04.10.18 of the Zoning Ordinance if the operator thereof submits a written agreement to the Planning Director agreeing to comply with the terms and conditions set forth in Exhibit “K” and the Developer owning the Building in which any such restaurant is located shall cause the applicable lease to contain a clause that requires the tenant to comply with such terms and conditions. (c) A Conditional Use Permit pursuant to SMMC Section 9.04.10.18 shall be required for any proposed use in the Project which (1) includes the service or sale of alcoholic beverages and (2) does not comply with the conditions set forth in Exhibit “K”. Notwithstanding the foregoing, no Conditional Use Permit shall be required for catered events for which permits then required for such events are obtained. 2.6 Significant Project Features. Set forth below in this Section 2.6 are the significant project features to be achieved and developed in accordance with the terms of this Agreement. 2.6.1 Increasing tax revenues, including sales tax, property tax, business license tax, parking tax, and utility user’s tax; 2.6.2 Commercial Uses;
Providing substantial new employment opportunities in the
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2.6.3 A desirable mix of uses, including retail, restaurants/cafes, residential units, and Creative Office uses within new buildings to be constructed in close proximity to transit; 2.6.4 Satisfaction of the affordable housing obligation under SMMC Section 9.56 of each Residential Building by deed restricting 5% of the Rental Housing units in that Residential Building of the same size and type as the market-rate units for occupancy by households meeting the definition of “Extremely Low Income” in SMMC Section 9.56.020; 2.6.5 Satisfaction of the Cultural Arts Requirement set forth in Part 9.04.10.20 of the Zoning Ordinance through the installation of on-site public art and the funding of programming in the following manner: (a) The Developer of each Building shall, prior to issuance of a building permit for such Building, pay a cultural arts fee (the “Cultural Arts Contribution”) in an amount equal to $4.00 per square foot of Floor Area in that Building by placing such amount into an interest bearing trust account established by Developer or any Owner’s Association established for the Project. The first $500,000 deposited into such account, irrespective of which Building or Buildings are the first to be issued a building permit, shall be dedicated to arts programming (the “Arts Programming Contribution”) with selection of programming and distribution of funds to be made in accordance with procedures to be approved by the City. All cultural arts fees deposited into such account in excess of $500,000 shall be dedicated to the acquisition and installation of public art throughout the Project in accordance with this Section 2.6.5(a) (the “Physical Art Contribution”). (b) Prior to submission of the application to the ARB for the first Building in the Project, the Developers shall submit a Public Art Plan for the Project (the “Project Art Plan”) to the City’s Cultural Affairs Manager for review and approval. The Project Art Plan shall include (i) proposed locations for public art in the Project to be paid for through the Physical Art Contribution, with a reasonably equal allocation of the cost of art pieces allocated across the two Phases of the Project, (ii) two plans for use of the Arts Programming Contribution, one under the assumption that the Plaza is constructed (“Plan A”) and one under the assumption that the Plaza is never constructed (“Plan B”) and (iii) a description of the process for developing programming and distributing the funds if the Plaza is constructed as in Plan A. Plan B shall limit the use of the Arts Programming Contribution to programming in the Bergamot Area Plan boundaries with selection of programming and distribution of funds to be made in accordance with a process to be determined by the City’s Cultural Affairs Division. In reviewing the Project Art Plan, the Cultural Affairs Manager shall take into consideration the phased nature of the Project with an emphasis on scaleable art. (c) The procedures set forth in Part 9.04.10.20 of the Zoning Ordinance shall be applicable to the determination of public art to be installed in the Project. Prior to the issuance of a building permit for any Building, the City’s Arts Commission, or the City Council on appeal, shall, pursuant to Section 9.04.10.20.090 of 17
the Zoning Ordinance, have approved any piece of art that, under the approved Project Art Plan, is to be placed on the Site on which such Building is to be located. This Section 2.6.5(c) shall not be applicable to the issuance of any separate excavation or foundation permit. The amount paid by any Developer for the Physical Art Contribution with respect to any Building may either be utilized for the installation of public art in the Phase within which such Building is located or retained to be combined with other amounts paid with respect to other Buildings for the installation of public art in other portions of the Project. In the event a Building’s Physical Art Contribution is retained and not directly applied towards on-site art at that time, the approval procedures set forth in Section 9.04.10.20 shall be deferred until such a time as the physical art piece to be purchased is determined as set forth in the Project Art Plan. (d) If, for any reason, no building permit has been issued for the construction of the Building on Site 1 within three (3) years following issuance of a certificate of occupancy for the first Building in the Project, the amount of the Arts Programming Contribution shall be available to the City for use under Plan B unless and until a building permit is issued for the Building. (e) If for any reason, this Agreement is terminated prior to expiration of the Term, any amount of the Arts Programming Contribution or the Physical Art Contribution which has not been expended shall be transferred to the City’s Cultural Arts Trust Fund for use in general cultural programming and improvements as it may determine in its sole discretion. 2.6.6 Generation of an estimated 4,417 new, temporary, design, and construction jobs within the City; and 2.6.7 Payment of a Transportation Impact Fee in the amount calculated under SMMC Chapter 9.73 for each Building on or before issuance of a building permit for that Building to be used by the City for the purposes set forth therein. 2.6.8 Undergrounding Utility Lines & Electrical Substation ReLocation. The Project shall relocate or remove the electrical substation on-site and underground the existing electrical power transmission, distribution and service lines as well as all above ground communication lines and equipment, such that the existing poles along Olympic Boulevard can be removed along the property frontage. 2.7. LUCE Community Benefits. Set forth below in this Section 2.7 are the LUCE community benefits to be achieved and developed in accordance with the terms of this Agreement. 2.7.1 Transportation Demand Management Plan. The following TDM requirements shall be applicable commencing with the issuance of a Certificate of Occupancy for the first Building to be completed in the Project: (a) TDM Implementation Plan. Prior to issuance of a Certificate of Occupancy for the first building in the Project, Developer shall submit for review and approval by the Planning Director a TDM Implementation Plan (the “TDM 18
Implementation Plan”) that describes how each of the TDM measures required in this Section 2.7.1 will be implemented, how the TDM Plan will be monitored, and who will be responsible for reporting on the TDM Plan. The TDM Plan shall include contact information for the on-site coordinator. (b) Annual Report on TDM Plan. As part of this Agreement’s annual compliance report pursuant to Section 10.2, Developer shall submit a report on TDM measures as required by this Agreement and document the effect of the TDM Plan on transportation choice, parking availability, bicycle accessibility, and transit ridership. (c) AVR Requirements Applicable to Creative Office Phase. With respect to employees of the tenants of the first Creative Office Building (the “Creative Office Occupants”), during any time when only one Creative Office Building has received a Certificate of Occupancy, the Developer owning such Creative Office Building shall achieve an average vehicle ridership (“AVR”) for the Creative Office Occupants of such Building of at least 1.75 (the “Initial Creative Office AVR Goal”) by the second anniversary after issuance of such Certificate of Occupancy and an AVR of at least 2.0 (the “Subsequent Creative Office AVR Goal”) by the Outside Building Permit Issuance Date. Developer owning such Creative Office Building shall continue to achieve and maintain the Initial Creative Office AVR Goal and the Subsequent Creative Office AVR Goal thereafter, except as provided in Section 2.7.1(c)(2) below. Developer shall determine the AVR by October 1 of each calendar year (“AVR Report”) commencing with receipt of the Certificate of Occupancy for such Building. The initial AVR Report may be deferred to October 1 of the subsequent year if less than 90 days have passed since issuance of such Certificate of Occupancy. (1) Method of Determining AVR. The AVR shall be based upon employee surveys undertaken for one consecutive week each calendar year. For purposes of calculating AVR, the survey must be conducted in accordance with SMMC Chapter 9.16, or any successor thereto, in effect at the time the survey is conducted except that zero emission vehicles shall be counted as vehicles. The survey must be taken over five consecutive days during which the majority of employees are scheduled to arrive at or leave the worksite. The days chosen cannot contain a holiday and cannot occur during ‘Rideshare Week’ or other ‘event’ weeks (i.e. Bicycle Week, Walk to Work Week, Transit Week etc.). This survey must have a minimum response rate of seventy-five percent of employees who report to or leave work between six a.m. and ten a.m., inclusive, and seventy-five percent of employees who report to or leave work between three p.m. and seven p.m., inclusive. A ninety percent or better survey response rate for the a.m. or p.m. window allows the Developer to count the ‘no-survey responses’ as ‘other’ when calculating the AVR. If the AVR Report shows that the Creative Office AVR Goal has not been achieved for such Building, then the Developer owning such Building shall propose modifications to the TDM Plan applicable to such Building that are likely to achieve the Initial Creative Office AVR Goal or the Subsequent Creative Office AVR Goal, as applicable, by the date of the next annual evaluation of such Building. In addition, the Planning Director may recommend modifications to the TDM Plan applicable to such Building. Any of the modifications to the TDM Plan proposed by Developer (or proposed by the Planning Director and agreed 19
to by the Developer) to help the Project achieve the Creative Office AVR Goal shall be subject to the reasonable approval by the Planning Director as a Minor Modification. Such Developer’s failure to achieve the Initial Creative Office AVR Goal or the Subsequent Creative Office AVR Goal, as applicable, shall not constitute a default under this Agreement so long as such Developer is working cooperatively with the City and taking all feasible steps to achieve compliance. The term “feasible” shall mean capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, and technological factors. (2) Expiration of AVR Requirements Applicable to Creative Office Phase. The provisions of this Section 2.7.1(c) shall automatically expire and be of no further force or effect at such time as a Certificate of Occupancy has been issued for the second Creative Office Building. (d)
PM Peak Hour Trip Cap. (1)
Trip Generation Limits.
(i) Residential Phase. If a Certificate of Occupancy has been issued for one or more Residential Buildings but no Certificate of Occupancy has been issued for a Creative Office Building, for purposes of this Section 2.7.1(d), the term “Trip Generation Limit” means the PM peak hour trip generation forecasted in the EIR for the Residential Buildings: 153 trips prior to the Outside Building Permit Issuance Date or January 1, 2025, whichever is earlier, and 147 trips thereafter. (ii) Creative Office Phase. If a Certificate of Occupancy has been issued for one or more Creative Office Buildings but no Certificate of Occupancy has been issued for a Residential Building, for purposes of this Section 2.7.1(d), the term “Trip Generation Limit” means the PM peak hour trip generation forecasted in the EIR for the Creative Office Buildings: 367 trips prior to the Outside Building Permit Issuance Date or January 1, 2025, whichever is earlier, and 362 trips thereafter. (iii) Entire Project. If Certificates of Occupancy have been issued for both one or more Creative Office Buildings and for one or more Residential Buildings for purposes of this Section 2.7.1(d), the term “Trip Generation Limit” means the PM peak hour trip generation forecasted in the EIR for the Project when fully completed: 526 trips prior to the Outside Building Permit Issuance Date or January 1, 2025, whichever is earlier, and 507 trips thereafter. (2) PM Peak Hour Trip Generation Monitoring. PM peak hour trip generation shall be monitored annually by a third party consultant selected by the Developers and this consultant shall prepare a report (“PM Peak Hour Trip Generation Report”) on this monitoring within 10 days of the monitoring. The report shall compare the monitored PM peak hour trip generation to the applicable Trip 20
Generation Limit. To facilitate this monitoring, Developers shall implement a key card entry system for on-site parking that will differentiate between residential, commercial, on-site visitors and customers, and off-site users. PM peak hour trip generation shall be measured by counting the number of parking users that use an on-site residential or commercial key card to enter or exit the garage during PM peak hours. Other on-site users (i.e. those who pull a ticket upon entry) who enter or exit the garage during PM peak hours shall also be included in the measurement of PM peak hour trip generation. In an effort to encourage shared parking, exclusively off-site users entering or exiting during PM peak hours will not be counted towards the Project’s PM peak hour trip generation. Vehicles entering or exiting that are part of a car-sharing service or van pool will also not be counted towards PM peak hour trip generation counts. At Developers’ sole and absolute discretion, Developers may conduct a survey of all PM peak hour trips to determine the number of trips that were the result of a user who parked in the Project’s garage but also went off-site. The methodology for the survey shall be submitted for review and approval as part of the TDM Implementation Plan required by Section 2.7.1(a). Each user who indicates that he/she went off-site, including any users who did not receive a validation from an on-site tenant or resident, shall be considered a “Shared Trip”. Each Shared Trip shall result in a credit of one-half PM peak hour trip which shall be subtracted from the total PM peak hour trip generation for that day. PM peak hour trip generation shall be measured over a consecutive two day period (excluding weekends, federal holidays, ‘Rideshare Week’, or other ‘event’ weeks designed to reduce vehicle trips such as Bicycle Week, Walk to Work Week, Transit Week, etc.). The average of the two day count shall represent the Project’s measured PM peak hour trip generation. As part of the annual compliance report required by Article 10 of this Agreement, Developers shall by October 1 of each year commencing with receipt of Certificate of Occupancy for the first Building in the Project deliver the PM Peak Hour Trip Generation Report to the City. Submittal of the initial Report may be deferred to October 1 of the subsequent year if less than 90 days have passed since issuance of the Certificate of Occupancy for the first building. (3) Remedy for Exceeding PM Peak Hour Trip Generation Limits. If the Project’s PM peak hour trip generation, as reflected in the annual report, exceeds the applicable Trip Generation Limit (an “Event Year”), Developers shall submit a list of changes to the TDM Plan to the Planning Director for approval within 60 days of the submission of the consultant’s report, with such approval not to be unreasonably withheld, conditioned or delayed. Upon approval of the requested changes, Developers shall have 30 days to implement the approved measures. Developers shall submit a follow-up monitoring report within 120 days following the implementation of the new programs. If the Project’s PM peak hour trip generation, as measured in the follow-up report, continues to exceed the applicable Trip Generation Limit, then Developers shall pay to the City for each business day of non-compliance (inclusive of the business days during the days of non-compliance following implementation of the approved changes) a fine calculated by multiplying the number of PM peak hour trips exceeding the applicable Trip Generation Limit by a penalty of $5.00 plus the average daily parking rate charged to on-site users of the garage over the two-day monitoring period. The average daily parking rate shall be calculated by dividing the total parking 21
revenue collected from on-site users (excluding exclusively off-site users) on the monitoring days by the total number of vehicles entering and exiting the garage (excluding exclusively off-site users). The fine shall be used to fund the Transportation Demand Management Association (TMA) established for the Bergamot area. The fine shall cease upon Developers submitting two monitoring reports that are a minimum of 30 days apart that demonstrate PM peak hour trip generation at or below the applicable Trip Generation Limit. Developers shall not be required to pay the fine for any business days following submittal of the first monitoring report demonstrating compliance provided the second follow-up report also demonstrates compliance with the applicable Trip Generation Limit. Failure to meet the applicable Trip Generation Limit shall not constitute a default under this Agreement so long as Developers are working cooperatively with the City to achieve compliance; provided, however, that failure to pay any fine that might be required under this Section 2.7.1(d)(3) shall constitute a monetary Breach under Article 11 below. (4) Timely Notification to City for Exceeding PM Peak Hour Trip Generation Limits. If monitoring of PM peak hour trip generation is completed and a report prepared more than 90 days prior to October 1 and such report demonstrates that the Project’s PM peak hour trip generation exceeds the applicable Trip Generation Limit, Developer shall notify the City in writing within 10 days. Thereafter, Developer shall immediately follow all steps to remedy the Project exceeding the Trip Generation Limit as described in Section 2.7.1(d)(3) and shall be subject to the fines specified therein for non-compliance. (5) Changes to TDM Program if Project Does Not Exceed PM Peak Hour Trip Generation Limits. This Section 2.7.1(d)(5) shall only apply (i) as to the Creative Office Phase when both Buildings within such Phase have received Certificates of Occupancy, (ii) as to the Residential Phase when all three Buildings within such Phase have received Certificates of Occupancy, (iii) as to either the Creative Office Phase or the Residential Phase when the Developer of such Phase has advised the City in writing that no additional Buildings will be constructed in such Phase under this Development Agreement, or (iv) as to the entire Project when all five Buildings have received Certificates of Occupancy or when all Developers have advised the City in writing that no additional Buildings will be constructed under this Development Agreement. If in any Event Year, the Project’s PM peak hour trip generation, as reflected in the annual report, is below the applicable Trip Generation Limit, Developers shall be entitled to submit a list of changes to the TDM Program to the Planning Director for approval, with such approval not to be unreasonably withheld, conditioned or delayed. Denial of such approval shall be deemed to be unreasonable if Developers provide credible quantifiable evidence that implementation of such changes will not cause the number of PM peak hour trips to exceed the applicable Trip Generation Limit. “Credible quantifiable evidence” shall include, but shall not be limited to, a report based on site data generated no earlier than 60 days prior to such request and the best available research from a reputable traffic and parking consultant with experience in evaluating the impacts of TDM programs in the City of Santa Monica demonstrating based on that 22
experience that the requested changes will not cause the number of PM peak hour trips to exceed the applicable Trip Generation Limit. At the request of Developers, the Planning Director shall meet with Developers and such consultant prior to preparation of such report to discuss the assumptions to be made in, and the procedures for, preparing the report and if Developers submit a report professionally prepared using assumptions and procedures approved by the Planning Director which demonstrates that such changes to the TDM Plan will not cause the Project’s PM peak hour trip generation to exceed the applicable Trip Generation Limit, Developers shall be entitled to implement such changes. If Developers implement any such changes, the PM peak hour trip generation shall be monitored as provided in Section 2.7.1(d)(2) above within sixty (60) days of such implementation and a report submitted to the Planning Director comparing the monitored PM peak hour trip generation to the applicable Trip Generation Limit. If such report demonstrates that the Project’s PM peak hour trip generation exceeds the applicable Trip Generation Limit, Developers shall, within ten (10) days following delivery of such report, reinstitute all elements of the TDM Plan which were modified or eliminated and pay penalties for the entire period when the Trip Generation Limit was exceeded in accordance with Section 2.7.1(d)(3). Notwithstanding the above, Developer shall not be entitled to change the following provisions of the TDM Plan:
TMA Contribution and Participation Designation of a Project Transportation Coordinator Bike Sharing Program Transportation Information Center TDM Web Site Information Pedestrian Wayfinding Parking Availability for Non-building users (as required by Bergamot Area Plan) Convenient Parking for Bicycle Commuters (as required by Bergamot Area Plan) Convenient Parking for Bicycle Riders (as required by the Bergamot Area Plan) On-Site Showers and Lockers (as required by Bergamot Area Plan) (e)
TDM Plan. The TDM Plan shall include the following
measures: (1) Office and Residential Phases)
Measures Applicable to Entire Project (Creative
(i) Transportation Demand Management Association Contribution and Participation. Developers and building tenants shall form (if not already formed) and/or participate in a Transportation Demand Management Association (“TMA”). The TMA shall consist of either a Project specific TMA or a geographic-based TMA that may be established by the City. Prior to issuance of a building permit for the first Building (the “Initial Contribution Date”), Developer shall make a contribution of $30,000 to the TMA. Beginning in the year following the Initial Contribution Date, and continuing for the Life of the Project, each Developer shall make 23
an annual contribution to the TMA concurrently with the submittal of Developers’ annual compliance monitoring report in an amount equal to $3,000 for each Building owned by such Developer for which a Certificate of Occupancy has been issued. If a building permit has been issued for at least three Buildings in the Project by the Outside Building Permit Issuance Date, Developers owning each Building in the Project shall increase their annual contribution evenly such that the maximum annual aggregate amount for all Developers is $15,000. Developers shall pay annual dues as set forth by the TMA, attend organizational meetings, provide traffic demand data to the TMA, and make available information to their tenants relative to the services provided by the TMA. At the discretion of Developer, to be approved by the Planning Director through a Minor Modification, elements of this TDM Plan may be incorporated into the TMA. (ii) Transportation Information Center. Developers shall provide on-site information for employees, visitors and residents about local public transit services (including bus lines, light rail lines, bus fare programs, ride share programs, shuttles) and bicycle facilities (including routes, rental and sales locations, on-site bicycle racks and showers for the commercial tenants of the Project only). Developers shall also provide walking and biking maps for employees, visitors and residents, which shall include but not be limited to information about convenient local services and restaurants within walking distance of the Project. Developers shall provide information to tenants and employees of the Project site regarding local rental housing agencies. Such transportation information may be provided through a computer terminal with access to the Internet, via a website, or in another form. (iii) TDM Web Site Information. Developers and tenants shall be required to maintain a website that makes available transportation information such as the items noted in Section 2.7.1(e)(1)(ii) above, including links to local transit providers, area walking, bicycling maps, etc., to inform employees, visitors and residents of available alternative transportation modes to access the Project site and travel in the area. (iv) Project Transportation Coordinator. A Project Transportation Coordinator (the “PTC”) shall be designated for this Project by Developers as required by the City of Santa Monica’s Transportation Management Division in accordance with Ordinance 1604 (SMMC Section 9.16). The PTC shall manage all aspects of this TDM Plan and participate in City-sponsored workshops and information roundtables. The PTC shall be responsible for making available information materials on options for alternative transportation modes and opportunities particularly programs that involve commuter subsidies such as parking cashout and vanpool subsidies. In addition, transit fare media and day/month passes will be made available through the PTC to employees, visitors and residents during typical business hours. In the event that the Project is sold or transferred, Developers shall notify the City’s Transportation Management Division of the new point of contact for the successor and/or new PTC for the Project within 30 days of such sale or transfer. (v) Pedestrian Wayfinding. Developers shall provide and maintain a pedestrian wayfinding program subject to the reasonable approval 24
of the Planning Director directing employees, visitors, and residents to/from the project site and public bus transit and rail transit lines, as well as the future light rail station to be located directly across from the Project site. (vi) Preferred Drop-off/Pick-up Loading Zone. Developers shall designate a preferred drop-off/pick-up loading zone within the provided street parking on the Western Street and the Eastern Street, as those terms are defined in Section 2.7.2 below, that will provide direct access to the Project site so as to discourage on-street double parking. (vii) Car Share Service. Developers shall reserve spaces within the garage for a commercial car share service at a ratio of one space for every 200 Rental Housing Units and one space for every 50 non-residential spaces if such a service requests such spaces and chooses to lease such space at market rates as determined by Developers from time to time. (viii) Bike Sharing Program. Developers shall participate in any bicycle sharing program operated by the City or any third party operator as required by this Section. Developers shall set aside for the Life of the Project two areas within the Open Space for bicycle sharing stations that are visible, accessible and compatible with the operation of the Project. The two areas shall not be required to exceed ten (10) feet in depth and twenty-five (25) feet in width. The Developers or the Owners’ Association shall have the right to relocate the areas made available for such bicycle sharing station, subject to the approval of a Minor Modification from the Planning Director, from time to time so long as the new location continues to be of a similar size and reasonably located given the requirements of the bicycle sharing program. On the Initial Contribution Date, Developer of the Building receiving the first building permit shall make a contribution of $20,000 for use in connection with the funding of any bicycle sharing program implemented or to be implemented by the City or any third party with the approval of the City. Beginning in the year following the Initial Contribution Date, and continuing for the Life of the Project, Developers shall make an annual contribution for such purpose concurrently with the submittal of Developers’ annual compliance monitoring report in an amount equal to $8,000 for each Building in the Creative Office Phase for which a Certificate of Occupancy has been issued plus $3,000 for each Building in the Residential Office Phase for which a Certificate of Occupancy has been issued up to a maximum annual aggregate amount for all Developers of $25,000. Until a bicycle sharing program has been established, either by the City or by a third party with the approval of the City, the amounts required to be contributed hereunder shall be used for the funding of bicycle infrastructure or other bicycle programs in the City. Neither any Developer nor the Owners’ Association shall have any obligation to fund or operate any such program or incur any costs associated with the installation, maintenance
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or operation of any equipment located in the bicycle sharing station except to the extent provided by this Section. (2) Measures Applicable to the Creative Office Phase Only. (i) Van Pool Program Subsidy. Developer shall subsidize van transportation at a minimum 50% of cost, which may also be through the TMA, for employees who are registered participants in a van pool program with the PTC and whose employer does not already subsidize the employee’s van pool. Developers shall facilitate the use of existing vanpools or the development of new vanpools for eligible employees by providing employee zip code information given to the PTC to vanpool vendors. The program shall use a vendor who provides vehicles for vanpool services as approved by the Developer. (ii) Vanpool/Carpool Preferential Parking Spaces. Developers shall provide at least 20 preferential vanpool and carpool parking spaces within the parking garage at Certificate of Occupancy for the first Building. Additional preferential vanpool and carpool parking spaces shall be provided as required in order to meet demand. Such preferential vanpool and carpool parking spaces shall be clearly signed and marked with reference to the applicable Santa Monica Municipal Code section regulating use of such spaces as being reserved for vanpool and carpool parking. These parking spaces shall be for Project employees who commute to work in carpools or vanpools registered with the PTC. An employee who drives to work with at least one other employee in the Project or adjacent facilities within one-mile of the Project may register as a carpool entitled to preferential parking within the meaning of this provision. (iii) [CITY PROPOSAL] Parking Cash Out/Transportation Allowance. Developers shall ensure that commercial Project tenants that lease on-site parking for their employees offer a parking cash-out to employees who choose not to obtain a reserved parking space on-site. Such parking cash-out shall be the higher of the commercial Project tenant’s monthly parking subsidy for employees or $160, adjusted annually for CPI. Eligible employees may choose to have a portion of their parking cash-out applied toward commuter benefits at their discretion and receive the remaining allowance in cash. Developers shall ensure that commercial Project tenants who do not lease on-site parking for their employees offer a transportation allowance of $140 per month, adjusted annually for CPI, to employees who choose not to obtain a reserved parking space on-site. Such employees may choose to have a portion of their transportation allowance applied toward commuter benefits and receive the remaining allowance in cash. Where employees are also residents of the Project, only the higher of the parking cashout/transportation allowance identified in this Section 2.7.1(e)(2)(iii) or the Transit Pass Subsidy identified in Section 2.7.1(e)(3)(vi) shall be offered to the resident/employee.
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(iii) [DEVELOPER PROPOSAL] Parking CashOut Program/Transit Pass Subsidy. Each Developer owning a Creative Office Building shall require each tenant in such Building which is subject to California Health & Safety Code Section 43845 and provides parking to its employees to offer a parking cash-out of at least $175 per month if an employee eligible under such Section chooses not to obtain a parking space on-site, however, in no case shall such parking cash-out be less than the monthly cost of the subsidy to employees of a parking pass. Eligible employees may choose to have a portion of their parking cash-out allowance applied toward the purchase of a monthly transit pass at their discretion and receive the remaining allowance in cash. Where employees are also residents of the Project, only the higher of the parking cashout/transportation allowance identified in this Section 2.7.1(e)(2)(iii) or the Transit Pass Subsidy identified in Section 2.7.1(e)(3)(vi) shall be offered to the resident/employee. (iv) Parking Availability for Non-Building Users. Consistent with providing sufficient on-site parking for building users, Developers will make any unused on-site commercial parking available for monthly lease at market rates to third parties in accordance with Section 2.7.11. (v) Parking Pricing. Parking pricing may be established at the discretion of the Developer but shall be noncompetitive with the price for comparable transit fares and shall comply with the parking policies of the Bergamot Area Plan. All parking spaces shall be priced at an hourly or daily rate as follows: [CITY PROPOSAL] On-site Employees or Residents who are TMA members, if one exists (Reserved Parking): A minimum daily parking fee of not less than $8 shall be charged with the hourly rate not more than 1/8th the daily rate. Employees or Residents who live or work in the Bergamot Area Plan or TMA boundaries and are TMA members, if one exists: A minimum daily parking fee of not less than $8 shall be charged with the hourly rate not more than 1/8th the daily rate. Shared Parking (i.e. customers, visitors, non-TMA members, and employees who choose not to obtain a reserved parking space): A minimum daily and hourly rate of at least 150% more than the rate charged to Reserved Parking. This rate shall be adjusted annually based on the CPI rate utilized by the City. If parking spaces are leased on a monthly basis, the monthly rate shall not be less than twenty (20) 27
times the minimum daily rate. The rate charged to local employees may vary significantly from those of park-and-ride transit users in order to discourage AM and PM peak period commute park and ride transit use. A variable parking rate for off-peak hours may also be introduced. The City shall ensure compliance with this provision as part of the annual compliance report required in Article 10 of this Agreement. (vi) Fully Unbundled Parking. The Developer shall not require tenants occupying space in any Building for Creative Office, Retail or Restaurant Uses to lease parking. Any parking leased by such tenants shall be a separate line item in the lease and priced in accordance with Section 2.7.1(e)(2)(v). (vii) Convenient Parking for Bicycle Commuters. Developers shall provide location(s) within the garage and other convenient locations located in the Creative Office Phase for secure long-term parking for bicycle commuters for employees working at the site and visitors to the site in accordance with the Bergamot Area Plan. Short-term bicycle parking shall also be provided in accordance with the Bergamot Area Plan and shall be conveniently placed adjacent to retail uses and building lobbies of the Creative Office Phase. For purposes of this requirement, bicycle parking may mean bicycle posts, bicycle racks, a locked cage, or other secure bicycle parking. Bicycle parking within the garage shall be located close to elevators for convenient accessibility. (viii) On-Site Showers and Lockers. Developers shall provide unisex showers and locker facilities in accordance with the Bergamot Are Plan for on-site employees who use active means, powered by human propulsion, of getting to work or who exercise during the day. (ix) Bicycle Repair Tools. Developers shall provide a work bench with bike tools including an air pump, at a location to be approved by the Planning Director within the garage. (x) Compressed Work Week Schedule. Developers shall provide information to Project tenants regarding the benefits of offering a compressed work week schedule to employees whereby their hours of employment may be scheduled in a manner which reduces trips to/from the worksite during peak hours for the surrounding streets. (xi) Flex-Time Schedule. Developers shall provide information to Project tenants regarding the benefits of permitting their employees within the Project to adjust their work hours in order to accommodate public transit schedules, rideshare arrangements, or off-peak hour commuting. (xii) Guaranteed Return Trip. Developers shall provide information to Project tenants and employees regarding Metro’s Guaranteed Ride Home program which provides employees who rideshare, bus, bike, or walk to work, with a return trip to their point of commute origin at no additional cost to the employee, when a personal emergency situation or unplanned overtime requires it. 28
(3)
Measures Applicable to Residential Phase Only.
(i) Transit Welcome Package for Residents. Developers shall provide all new residents of the residential component of the Project site with a Resident Transit Welcome Package (RTWP) on a per-unit basis. The RTWP shall, at minimum, include the information required in Section 2.7.1(e)(1)(ii) (ii) Unbundling of Parking Spaces. Developers shall not require renters of the Residential Housing Units and Creative Office, Restaurant, and Retail tenants to lease parking spaces. Any parking leased by such tenants shall be a separate line item on the lease and priced in accordance with Section 2.7.1(e)(2)(v). Parking for affordable housing units shall be in accordance with the parking policies of the Bergamot Area Plan. (iii) Van Pool Program. If no Creative Office Building has been constructed, Developers shall provide five preferential parking spaces, within the parking garage for Project residents who participate in a vanpool. Such preferential vanpool parking spaces shall be clearly signed and marked with the applicable Santa Monica Municipal Code section regulating such spaces as reserved for vanpool and carpool parking. (iv) Jobs/Housing Balance/Local Preference. In furtherance of the City’s objective to improve the jobs/housing balance and to reduce total trip generation in the immediate area, Developers of the Residential Phase shall implement the local preference housing program described in Section 2.7.4(a). (v) Convenient Parking for Bicycle Riders. Developers shall provide location(s) within the garage or other convenient location relative to the Residential Phase secure long-term bicycle parking spaces for residents as required by the Bergamot Area Plan. Short-term bicycle parking as required by the Bergamot Area Plan will be conveniently placed adjacent to retail uses and building lobbies of the Residential Phase. For purposes of this requirement, bicycle parking may mean bicycle posts, bicycle racks, a locked cage, a bicycle room, or other secure bicycle parking. (vi) Transit Pass Subsidy for Rental Housing Units. On a monthly basis, Developers shall make a universal transit pass, such as the Metro EZ Transit Pass or Big Blue Bus 30-Day Pass, available for sale to all residents listed on leases at a discount of at least 50% of the then current market rate for such transit pass. Where residents are also employees of the Project, only the higher of the parking cash-out/transportation allowance identified in Section 2.7.1(e)(2)(iii) or the Transit Pass Subsidy identified in Section 2.7.1(e)(3)(vi) shall be offered to the resident/employee.
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2.7.2 Street and Sidewalk Improvements. Developers shall construct the following improvements and dedicate the following easements in accordance with the Project Plans and the following: (a) Nebraska Avenue Extension/Olympic Sidewalk/26th Street Sidewalk/Stewart Street Sidewalk. The Western Nebraska Extension and the Eastern Nebraska Extension, as defined below and as reflected on the Project Plans (collectively, the “Nebraska Extension”); the Western Olympic Sidewalk and the Eastern Olympic Sidewalk; the 26th Street Sidewalk and the Stewart Street Sidewalk, as those terms are defined below and as reflected on the Project Plans shall be dedicated, constructed and completed in accordance with this Section 2.7.2 and the regulations and codes governing the construction of public streets and sidewalks in the City in effect at the time of construction. For purposes of this Section 2.7.2, the phrase “pedestrian pathway” means a temporary pedestrian walking area constructed in accordance with the conceptual typical street sections shown in Exhibit “O” attached hereto and the phrase “temporary road” shall mean a road constructed in accordance with the conceptual typical street sections shown in Exhibit “O” and all such regulations and codes for use by vehicles and providing a pedestrian pathway but excluding landscaping. (1)
Creative Office Phase Requirements.
(i) Western Nebraska Extension/Western Olympic Sidewalk – Permanent. If a building permit has been issued for any Building on either Site 1 or Site 2 in the Creative Office Phase, the Developer of such Building shall, prior to issuance of a Certificate of Occupancy for such Building and at its sole cost and expense, dedicate, improve and complete construction of (A) a public street for the portion of the Nebraska Extension on that Site, as shown on the Project Plans, complete with curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan, and (B) a permanent curb, gutter, and sidewalk along that portion of Olympic Boulevard bordering that Site. (The portion of Nebraska Avenue on both Sites in the Creative Office Phase is referred to herein as the “Western Nebraska Extension” and the portion of the Olympic Sidewalk on both Sites in the Creative Office Phase is referred to herein as the “Western Olympic Sidewalk”.) (ii) Remainder of Western Nebraska Extension/Western Olympic Sidewalk – Temporary. If a Certificate of Occupancy has been issued for one Building in the Creative Office Phase but no building permit has been issued for the second Creative Office Building within eighteen (18) months following issuance of such Certificate of Occupancy, the Developer of the first Creative Office Building shall, within three (3) months of obtaining the necessary permits but no more than six (6) months in total to obtain permits and complete the improvements, build a temporary road for the remainder of the Western Nebraska Extension and a pedestrian pathway for the remainder of the Western Olympic Sidewalk, subject to closure and demolition during construction of the second Creative Office Building; provided, however, that performance of such obligation shall be excused if a building permit is issued for the second Building in the Creative Office Phase prior to completion of such temporary road and/or pedestrian pathway. 30
(iii) Remainder of Western Nebraska Extension/Western Olympic Sidewalk – Permanent. If a Certificate of Occupancy has been issued for one Building in the Creative Office Phase but no building permit has been issued for the second Building in the Creative Office Phase by the Outside Building Permit Issuance Date, the Developer of the first Creative Office Building shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete the improvements following the Outside Building Permit Issuance Date, build, at its sole cost and expense, dedicate, improve and complete construction of the remainder of the Western Nebraska Extension, complete with curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan, and the remainder of the Western Olympic Sidewalk. (iv) Eastern Nebraska Extension/Eastern Olympic Sidewalk – Temporary. If no building permit has been issued for the first Building in the Residential Phase by the earlier of eighteen (18) months following issuance of a Certificate of Occupancy for the first Creative Office Building or six (6) months following issuance of a Certificate of Occupancy for the second Creative Office Building, the Developers of the Creative Office Phase shall build a temporary road for any undeveloped portions of the Nebraska Extension, as shown on the Project Plans, subject to closure and demolition during construction of the Residential Phase and a pedestrian pathway for any undeveloped portion of the Olympic Sidewalk. If no building permit is issued for a Residential Building by the Outside Building Permit Issuance Date, the Developers of the Creative Office Phase shall complete the permanent Nebraska Extension and the Olympic Sidewalk in accordance with Section 2.7.2(a)(2) below by not later than three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete the improvements following the Outside Building Permit Issuance Date. (v) 26th Street Sidewalk – Permanent. If a building permit has been issued for a Building on Site 1 in the Creative Office Phase, the Developer of such Building shall, prior to issuance of a Certificate of Occupancy for such Building and at its sole cost and expense, dedicate, improve and complete construction of a permanent curb, gutter, and sidewalk where it abuts the western boundary of the Land (the “26th Street Sidewalk”). If a Certificate of Occupancy has been issued for a Building on Site 2 in the Creative Office Phase but no building permit has been issued for a Building on Site 1 in the Creative Office Phase by the Outside Building Permit Issuance Date, the Developer of Site 2 shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date, build, at its sole cost and expense, dedicate, improve and complete construction of the 26th Street Sidewalk in accordance with the City’s then-current standards applicable to sidewalks and any additional streetscape standards as established in the Bergamot Area Plan. (2)
Residential Phase Requirements.
(i) Eastern Nebraska Extension/Eastern Olympic Sidewalk – Permanent. If a building permit has been issued for any Building on 31
Site 3, Site 4 or Site 5 in the Residential Phase, the Developer of such Building shall, prior to issuance of a Certificate of Occupancy for such Building and at its sole cost and expense, dedicate, improve and complete construction of (A) a public street for the portion of the Nebraska Extension on that Site, as shown on the Project Plans, complete with curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan, and (B) a permanent curb, gutter, and sidewalk along that portion of Olympic Boulevard bordering that Site. (The portion of Nebraska Avenue on all three Sites in the Residential Phase is referred to herein as the “Eastern Nebraska Extension” and the portion of the Olympic Sidewalk on all Sites in the Residential Phase is referred to herein as the “Eastern Olympic Sidewalk.”) (ii) Remainder of Eastern Nebraska Extension/Eastern Olympic Sidewalk – Temporary. If a Certificate of Occupancy has been issued for any one Building in the Residential Phase but building permits have not been issued for either of the two remaining Buildings in the Residential Phase within eighteen (18) months following issuance of such Certificate of Occupancy, the Developer of such Building shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, build a temporary road for the remainder of the Eastern Nebraska Extension and a pedestrian pathway for the remainder of the Eastern Olympic Sidewalk. If a Certificate of Occupancy has been issued for any two Buildings in the Residential Phase but building permits have not been issued for the remaining Building in the Residential Phase within eighteen (18) months following issuance of the later of the two Certificates of Occupancy, the Developers of such Buildings shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, and if not previously built, build a temporary road for the remainder of the Eastern Nebraska Extension and a pedestrian pathway for the remainder of the Eastern Olympic Sidewalk. In either case, such temporary road and pathway shall be subject to closure and demolition during construction of the remaining Building or Buildings in the Residential Phase and performance of such obligation shall be excused for a specific building site if a building permit is issued for a Building on that site in the Residential Phase prior to completion of such temporary road and/or pedestrian pathway. (iii) Remainder of Eastern Nebraska Extension/Eastern Olympic Sidewalk – Permanent. If a Certificate of Occupancy has been issued for any Building or Buildings in the Residential Phase but no building permit has been issued for the remaining Building or Buildings in the Residential Phase by the Outside Building Permit Issuance Date, the Developer or Developers of the such Building or Buildings shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date, build at its or their sole cost and expense, dedicate, improve and complete construction of the remainder of the Eastern Nebraska Extension, complete with curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan, and the remainder of the Eastern Olympic Sidewalk. 32
(iv) Western Nebraska Extension/Western Olympic Sidewalk – Temporary. If no building permit has been issued for the first Creative Office Building by the earlier of eighteen (18) months following issuance of a Certificate of Occupancy for the first Residential Building or six (6) months following issuance of a Certificate of Occupancy for the third Residential Building, the Developer or Developers of the Residential Phase shall build a temporary road for any undeveloped portions of the Nebraska Extension as shown on the Project Plans, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, subject to closure and demolition during construction of the Creative Office Phase. If no building permit is issued for a Creative Office Building by the Outside Building Permit Issuance Date, the Developer or Developers of the Residential Phase shall complete the permanent Western Nebraska Extension and the Olympic Sidewalk in accordance with Section 2.7.2(a)(1)(i) above, within three (3) months of obtaining the necessary permits but not later than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date. (v) Stewart Street Sidewalk – Permanent. If a building permit has been issued for a Building on Site 5 in the Residential Phase, the Developer of such Building shall, prior to issuance of a Certificate of Occupancy for such Building and at its sole cost and expense, dedicate, improve and complete construction of a permanent curb, gutter, and sidewalk where it abuts the eastern boundary of the Land (the “Stewart Street Sidewalk”). If a Certificate of Occupancy has been issued for any Building on Site 3 or Site 4 in the Residential Phase but no building permit has been issued for a Building on Site 5 in the Residential Phase by the Outside Building Permit Issuance Date, the Developer of the Residential Phase shall within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date, build, at its sole cost and expense, dedicate, improve and complete construction of the Stewart Street Sidewalk in accordance with the City’s then-current standards applicable to sidewalks and any additional streetscape standards as established in the Bergamot Area Plan. (3) Dedication. Each Developer owning any portion of the Land on which the Nebraska Extension, the Olympic Sidewalk, or the 26th Street Sidewalk has been constructed shall dedicate such areas to the City in accordance with Section 2.7.2.(e). The areas to be dedicated include: (i) the surface area of the Nebraska Extension (the “Nebraska Extension Easement Area”) for public street purposes, (ii) the Nebraska Avenue Utility Corridors (as defined in Condition of Approval No. 70 in Section B of Exhibit “D” to this Agreement). (iii) the surface area of the Olympic Sidewalk (the “Olympic Sidewalk Easement Area”), and (iv) the surface area of the 26th Street Sidewalk (the “26th Street Sidewalk Easement Area”) while expressly reserving to such Developer all other subterranean rights. Until City accepts offer to dedicate, Developer shall be required to allow for 24-hour public access to the easement area and to maintain the easement area in a state of good repair and free of hazards. The dedication of the Nebraska Extension Easement Area, the Olympic Sidewalk Easement Area, and 26th Street Sidewalk Easement Area shall give the City the ability to install 33
parking meters, fire hydrants, maintain street signage, and repair and maintain the roadway and the sidewalk in accordance with the applicable road and sidewalk maintenance standards within the City. Developer shall maintain all on-site landscaping within the easement area in accordance with a Landscape Maintenance Plan, to be submitted for review and approval prior to issuance of the first Certificate of Occupancy. The Landscape Maintenance Plan shall establish standards for maintenance and replacement. Other than City’s right to use the Nebraska Avenue Utility Corridor, the dedication of the Nebraska Extension Easement Area, the Olympic Sidewalk Easement Area, and the 26th Street Sidewalk Easement Area shall not grant to the City any other rights below the surface of the street or the sidewalk for the installation, repair or maintenance of any utility equipment or facilities, such as storm water, sewer, electricity, telephone or other uses. City shall have right to inspect the easement area prior to acceptance of such dedication. Following City’s acceptance of the dedication of the Nebraska Extension Easement Area, the Olympic Sidewalk Easement Area, and the 26th Street Sidewalk Easement Area Developers’ subterranean use and landscape maintenance of the Nebraska Extension, the Olympic Sidewalk, and 26th Street Sidewalk shall not materially impact or interfere with the City’s use of the surface of such area as a public street or sidewalk or the City’s use of the Nebraska Avenue Utility Corridor. Prior to such acceptance, the Developers shall have the exclusive right to use the Nebraska Extension Easement Area, the Olympic Sidewalk Easement Area, and the 26th Street Sidewalk Easement Area. If any of the Nebraska Extension, the Olympic Sidewalk, or 26th Street Sidewalk ever cease to be used as a public street or sidewalk, the ownership of the Nebraska Extension Easement Area, the Olympic Sidewalk Easement Area, and the 26th Street Sidewalk Easement Area as applicable, shall revert to the applicable Developer. (4) Adjacent Properties. The Parties acknowledge that certain of the properties bordering the Property along the northern edge of the Nebraska Avenue Extension (“Adjacent Properties”) may be redeveloped, which redevelopment may also include development of an extension of Nebraska Avenue through the Adjacent Property that would be developed as an integrated roadway together with the Property’s portion of the extension of Nebraska Avenue. If any owner of Adjacent Property commences construction of an expanded street that would integrate Nebraska Avenue after Developer has completed the construction of Nebraska Avenue on their Parcel, then Developer shall not be responsible for any costs associated with the widening of Nebraska Avenue but shall instead cooperate with the City and the owner of the Adjacent Property to cause the construction of Nebraska Avenue to become part of the adjacent roadway improvements on the Adjacent Property. In addition, if the widening of Nebraska Avenue occurs, Developer shall provide any cooperation required (at no cost or expense to Developer) to allow the Adjacent Property owner to improve and complete construction of Nebraska Avenue in accordance with the streetscape standards adopted as part of the Bergamot Area Plan together with any roadway repair that may also be required at such time on the portion of Nebraska Avenue within the easement area of the Property as may be required by the City. The City shall cause the Adjacent Property owner to dedicate, construct, and complete roadway improvements on the Adjacent Property that will integrate Nebraska Avenue in accordance with the streetscape standards of the Bergamot Area Plan and the then-current regulations and codes 34
governing the construction of public streets in the City. The City shall also cause the Adjacent Property owner, at no cost to Developer to make any repairs that may be required to the Project as a result of such roadway work. Developer shall not be required to grant any additional easements as a result of the widening of Nebraska Avenue Extension. If Developer commences construction of the Project after the project on the Adjacent Property has completed construction of a roadway that is adjacent to the Nebraska Avenue Extension, then Developer shall cooperate with the City and the owner of the Adjacent Property to cause the construction of the expanded Nebraska Avenue Extension to become part of the adjacent roadway improvements on the Adjacent Property, so that the two combined roadway improvement areas are up to sixty-five (65’) wide from the north property line to the south property line; provided that the Nebraska Avenue Extension Easement Area shall not be wider than thirty-five feet (35’). In addition, if such widening of the Nebraska Avenue Extension occurs, the City shall work with the Adjacent Property owner to try and cause the Adjacent Property Owner to cooperate with Developer (at no cost or expense to Developer) so that Developer may improve and complete construction of Nebraska Avenue Extension in accordance with streetscape standards adopted as part of the Bergamot Area Plan together with any roadway repair that may also be required at such time on the Nebraska Avenue Extension as may be required by the City. If Developer commences construction of the Project after the project on the Adjacent Property has completed construction of a roadway that is adjacent to the Nebraska Avenue Extension, then Developer shall be obligated to do the following at no cost to Adjacent Property owner: (i) construct, and complete such roadway improvements on the Adjacent Property that are necessary to integrate the Nebraska Avenue Extension with the other previously completed roadway improvements, all in accordance with the streetscape standards as established by the Bergamot Area Plan and the then-current regulations and codes governing the construction of public streets in the City, and (ii) make any repairs that may be required to the project constructed on the Adjacent Property that may be required after completion of the Developer’s roadway work. (b)
New Western Street.
(1) Construction – Permanent. Prior to issuance of a Certificate of Occupancy for the first Building in the Creative Office Phase, the Developer of such Building shall, at its sole cost and expense, dedicate, improve and complete construction of a public street from the southerly boundary of the Creative Office Phase to the northerly boundary of the Creative Office Phase, as shown on the Project Plans (the “New Western Street”), complete with curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan on both sides of the street, including a new traffic signal, in accordance with the then-current regulations and codes governing the installation of traffic signals in the City, at such street’s intersection with Olympic Boulevard and street improvements along Olympic Boulevard where it is adjacent to the Site including but not limited to street parking, bus layover zones, and sidewalks.
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(2) Construction – Temporary. If no building permit has been issued for the first Creative Office Building by the earlier of eighteen (18) months following issuance of a Certificate of Occupancy for the first Residential Building or six (6) months following issuance of a Certificate of Occupancy for the third Residential Building, the Developer(s) of the Residential Phase shall build a temporary pedestrian/bicycle path, in accordance with the conceptual typical street section shown in Exhibit “O”, in the approximate location of the New Western Street, subject to closure and demolition during construction of the Creative Office Phase, including the new traffic signal at Olympic Boulevard. If a Certificate of Occupancy has been issued for at least one Residential Building but no building permit is issued for a Creative Office Building by the Outside Building Permit Issuance Date, the Developer(s) of the Residential Phase shall complete the permanent New Western Street in accordance with Section 2.7.2(b)(1), including the new traffic signal, by not later than six (6) months following the Outside Building Permit Issuance Date. (3) Dedication. The Developer owning any portion of the Land on which the New Western Street has been constructed shall dedicate such area to the City in accordance with Section 2.7.2(e). The area to be dedicated includes: (i) the surface area of the New Western Street (the “New Western Street Easement Area”) for public street purposes and (ii) the New Western Street Utility Corridors (as defined in Condition of Approval No. 68 in Section B of Exhibit “D” to this Agreement), while expressly reserving to such Developer all other subterranean rights. Until City accepts offer to dedicate, Developer shall be required to allow for 24-hour public access to the easement area and to maintain the easement area in a state of good repair and free of hazards. The dedication of the New Western Street Easement Area shall give the City the ability to install parking meters, fire hydrants, maintain street signage, and repair and maintain the roadway in accordance with the applicable road maintenance standards within the City. Developer shall maintain all on-site landscaping within the easement area in accordance with a Landscape Maintenance Plan, to be submitted for review and approval prior to issuance of the first Certificate of Occupancy. The Landscape Maintenance Plan shall establish standards for maintenance and replacement. Other than City’s right to use the New Western Street Utility Corridor, the dedication of the New Western Street Easement Area shall not grant to the City any other rights below the surface of the street for the installation, repair or maintenance of any utility equipment or facilities, such as storm water, sewer, electricity, telephone or other uses. City shall have the right to inspect the easement area prior to acceptance of such dedication. Following City’s acceptance of the dedication of the New Western Street Easement Area, Developers’ subterranean use and landscaping of the New Western Street shall not materially impact or interfere with the City’s use of the surface of such area as a public street or the City’s use of the New Western Street Utility Corridor. Prior to such acceptance, the Developers shall have the exclusive right to use the New Western Street Easement Area. If the New Western Street ever ceases to be used as a public street, the ownership of the New Western Street Easement Area shall revert to the owner of the Creative Office Phase. (c)
New Eastern Street.
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(1) Construction – Permanent. Prior to issuance of a Certificate of Occupancy for the first Building in the Residential Phase, the Developer of such Building shall, at is sole cost and expense, dedicate, improve and complete construction of a public street between the southerly boundary of the Residential Phase to the northerly boundary of the Residential Phase, as shown on the Project Plans (the “New Eastern Street”), complete with curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan on both sides of the street, including a new signalized intersection at Olympic Boulevard and the New Eastern Street and street improvements along Olympic Boulevard where it is adjacent to the Site. (2) Dedication. The Developer owning any portion of the Land on which the New Eastern Street has been constructed shall offer to dedicate such area to the City in accordance with Section 2.7.2(e). The area to be dedicated includes: (i) the surface area of the New Eastern Street (the “New Eastern Street Easement Area”) for public street purposes and (ii) the New Eastern Street Utility Corridors (as defined in Condition of Approval No. 69 in Section B of Exhibit “D” to this Agreement), while expressly reserving to such Developer all other subterranean rights. Until City accepts offer to dedicate, Developer shall be required to allow for 24hour public access to the easement area and to maintain the easement area in a state of good repair and free of hazards. The dedication of the New Eastern Street Easement Area shall give the City the ability to install parking meters, fire hydrants, maintain street signage, and repair and maintain the roadway in accordance with the applicable road maintenance standards within the City. Developer shall maintain all on-site landscaping within the easement area in accordance with a Landscape Maintenance Plan, to be submitted for review and approval prior to issuance of the first Certificate of Occupancy. The Landscape Maintenance Plan shall establish standards for maintenance and replacement. Other than City’s right to use the New Eastern Street Utility Corridor, the dedication of the New Eastern Street Easement Area shall not grant to the City any other rights below the surface of the street for the installation, repair or maintenance of any utility equipment or facilities, such as storm water, sewer, electricity, telephone or other uses. City shall have the right to inspect the easement area prior to acceptance of such dedication. Following City’s acceptance of the dedication of the New Eastern Street Easement Area, Developers’ subterranean use and landscaping maintenance of the New Eastern Street shall not materially impact or interfere with the City’s use of the surface of such area as a public street or the City’s use of the New Eastern Street Utility Corridor. Prior to such acceptance, the Developers shall have the exclusive right to use the New Eastern Street Easement Area. If the New Eastern Street ever ceases to be used as a public street, the ownership of the New Eastern Street Easement Area shall revert to the owner of the Creative Office Phase. (d) Stewart Street Crosswalk – Permanent. Prior to the issuance of a Certificate of Occupancy for the first Residential Building in the Project, the Developer which owns such Building shall construct an enhanced crosswalk across Stewart Street at its intersection with Olympic Boulevard and a median that extends from the intersection with Olympic Boulevard and approximately 100 feet to the north in accordance with the streetscape standards as established by the Bergamot Area Plan.
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(e) Process for Dedication. As a condition of the tentative subdivision map described in Recital K, Hines shall offer to dedicate the Nebraska Extension Easement Area, the Olympic Sidewalk Easement Area, the New Western Street Easement Area, the New Eastern Street Easement Area, the 26th Street Sidewalk Easement Area, the Nebraska Avenue Utility Corridors, the New Western Street Utility Corridors, and the New Eastern Street Utility Corridors as these areas are described in Section 2.7.2 and shown on Exhibits “P-1”, “P-2”, “P-3”, “P-4”, and “P-5”. These dedications shall constitute easements for public purposes. These offers to dedicate shall also be made by a statement on the final map in accordance with Government Code Section 66439, or any successor thereto. The offers to dedicate the Nebraska Extension Easement Area, the New Western Street Easement Area, the Nebraska Avenue Utility Corridors and the New Western Street Utility Corridors shall be deemed accepted by the City at the time of permanent completion thereof in the manner set forth in this Agreement and offers to dedicate the remaining improvements shall be deemed accepted by the City as those improvements are permanently completed in accordance with this Agreement unless, in any case, the City notifies Developers that it accepts these offers at an earlier time, with the timing of said notification being in the City’s sole and absolute discretion. (f) Security. Prior to issuance of a building permit for the first Building in the Project, the Developer of such Building shall deliver to the City an irrevocable letter of credit issued by a financial institution and in form and substance reasonably acceptable to the City in the initial face amount of $XXXXX which permits the City to draw funds thereon upon delivery of a certificate signed by the City Manager of the City stating that the City is entitled to draw such amount at such time under the terms of this Agreement and which provides for automatic reduction in the face amount as improvements are completed. If an Event of Non-Monetary Default, as defined in Section 11.3.1 below, occurs as a result of Developers failing to construct any of the infrastructure improvements required under this Section 2.7.2, the City shall be entitled to utilize such funds for the construction of such improvements. As improvements required under this Section 2.7.2 are constructed in accordance herewith, the amount of such letter of credit may, at the option of Developers, be reduced, through either an amendment or replacement with a new letter of credit, to an amount based on the cost to complete the remaining improvements, as set forth on Exhibit “H” hereto. (g) Right of Entry for City. Prior to issuance of a building permit for the first Building in the Project, Developers shall enter into a mutually agreeable Right of Entry agreement with the City granting the City, its employees, contractors, consultants, and agents a temporary, nonexclusive license and right of entry to undertake the improvements required under Section 2.7.2 if Developers fail to construct these improvements as required by this Agreement. 2.7.3 Open Space. In addition to the streets and sidewalks referred to above, the Project shall contain, as reflected on Exhibits “I-1”, “I-2” and “I-3” but subject to Section 2.4 above, open space to be used in the following manner (the “Open Space”), subject to the provisions of Exhibit “I” attached hereto:
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(a) The Plaza. The Developer of Building 1 shall, at its sole cost and expense, construct and maintain, or cause to be maintained by the Owners’ Association, a portion of the Open Space designated as the “Plaza” on the Project Plans (the “Plaza”). The Plaza shall be completed prior to the issuance of a Certificate of Occupancy for Building 1. (b)
Pedestrian Pathways.
(1) The Western Pedestrian Pathway. Developers shall, at their sole cost and expense, construct and maintain, or cause to be maintained by the Owners’ Association areas designated on the Project Plans as a “Pedestrian Pathway” between Sites 2 and 3 (the “Western Pedestrian Pathway”). The Western Pedestrian Pathway shall be completed prior to the issuance of a Certificate of Occupancy for either Building on Site 2 or Site 3, whichever is earlier, and may be closed temporarily during construction of the other Building. (2) The Eastern Pedestrian Pathway. The Developers of the Residential Phase shall, at their sole cost and expense, construct and maintain, or cause to be maintained by the Owners’ Association areas designated on the Project Plans as a “Pedestrian Pathway” between Sites 4 and 5 (the “Eastern Pedestrian Pathway”). The Eastern Pedestrian Pathway shall be completed prior to the issuance of a Certificate of Occupancy for either Building on Site 4 or 5, whichever is earlier, and may be closed temporarily during construction of the other Building. (c) Neighborhood Parks. The Developer of the Residential Phase shall, at its sole cost and expense, construct and maintain, or cause to be maintained by the Owners’ Association, each area designated on the Project Plans as a “Neighborhood Park”. The Neighborhood Park(s) to be developed on each Site in the Residential Phase, as shown on the Project Plans, shall be completed prior to the issuance of a Certificate of Occupancy for the Residential Building on that Site. (d) Parks and Open Space Contribution. Hines shall make a one-time contribution of $2,000,000 towards the construction of off-site parks and open space. These funds shall be used by the City for the construction of parks and open space that will buffer off-site residences and businesses from the impacts of the forthcoming Expo Line. Within ninety days following the Effective Date, Hines shall deliver to the City an irrevocable letter of credit issued by a financial institution reasonably acceptable to the City in the face amount of $2,000,000. Such letter of credit shall provide that the City is authorized to draw the face amount by submitting a sight draft signed by the City Manager or his or her designee. The City and Hines shall, concurrently with the execution of this Agreement, enter into a separate agreement pursuant to which the City agrees that if it draws funds under such letter of credit and for any reason this Agreement, the City’s actions in approving this Agreement or the sufficiency of the FEIR is subsequently invalidated by a final court decision not subject to appeal, the City shall promptly pay to Hines the full amount of any such draw.
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2.7.4 Affordable and Local Preference Housing. In addition to the affordable units to be provided as a significant project feature described in Section 2.6.4 above, the following community benefits pertaining to housing shall be provided by the Developer of the Residential Phase: (a) Local Preference Housing. Prior to issuance of a Certificate of Occupancy for the first Building of the Residential Phase, the Developer of the Residential Phase shall prepare a marketing and outreach program for the rental of units for the entire Residential Phase, which program shall be subject to the prior written approval of the Planning Director, which approval shall not be unreasonably withheld, conditioned or delayed. This marketing and outreach program shall target (i) employees of the City’s police and fire departments, (ii) employees of local hospitals, (iii) employees of the Santa Monica Malibu Unified School District, (iv) employees of businesses located within a half-mile radius of the Property, and (v) employees of businesses outside the half-mile radius but within the City of Santa Monica. In leasing units, the Developer shall give priority to applicants in the foregoing categories, provided that all such applicants meet generally applicable leasing qualifications and criteria imposed by such Developer. Nothing in this Agreement shall require that any units in any of the Residential Buildings be occupied by such persons. (b) [DEVELOPER PROPOSAL] Additional Affordable Housing. Developer shall deed restrict an additional 50 units (representing 10% of the units in each building) (above and beyond the affordable housing obligations under SMMC Section 9.56) in the Residential Buildings of the same size and type as the market-rate units for occupancy by households making 180% of Area Median Income (the “Additional Affordable Housing”) as the Residential Buildings are constructed. . (b) [CITY PROPOSAL] Additional Affordable Housing – Residential Phase. In addition to the Affordable Housing provided in accordance with Section 2.6.4 of this Agreement, Developer shall deed restrict an additional 10% of the total units in each Residential building (the “Additional Affordable Housing”) of the same size and type as the market-rate units. The Additional Affordable Housing shall be provided as follows: 20% for occupancy by households meeting the definition of “Low Income” in SMMC Section 9.56.020; 40% for occupancy by households meeting the definition of “Moderate Income” in SMMC Section 9.56.020; and 40% for occupancy by households earning up to 150% of AMI (with maximum rents based on the AMI published annually by the State). (c) [DEVELOPER PROPOSAL] Affordable Housing Fee if Residential Phase Not Completed. If any Creative Office Building is constructed and the Outside Building Issuance Date lapses without issuance of building permits for all three Residential Buildings, the Developer of the Creative Office Phase shall pay a fee (the “Affordable Housing Fee”) determined as follows: (1)
The Commercial Linkage Fee (the “Gross Fee”) applicable to Creative Office uses under applicable City ordinances, resolutions and regulations (the 40
“Affordable Housing Linkage Laws”) in effect as of the issuance of a building permit for each Creative Office Building shall be determined on the Outside Building Permit Issuance Date, as it may be extended in accordance with this Agreement (the “Measuring Date”), based on the aggregate number of square feet in Buildings in the Creative Office Phase which have received a Certificate of Occupancy or are under construction on the Measuring Date (the “Creative Office Square Footage”); (2)
On the Measuring Date, the Gross Fee shall be divided by the number of Additional Affordable Housing Units (the “Per Unit Gross Fee”);
(3)
On the Measuring Date, the Per Unit Gross Fee shall be multiplied by the number of Additional Affordable Housing units constructed in the Residential Phase under Section 2.7.4(b) above or to be constructed under building permits issued on or before the Measuring Date for Buildings in the Residential Phase (the “Linkage Fee Offset”);
(4)
On the Measuring Date, the Affordable Housing Fee shall be determined by subtracting the Linkage Fee Offset from the Gross Fee, but shall not be less than zero.
The Affordable Housing Fee shall be paid by the Developer of the Creative Office Phase within ninety (90) days following the Measuring Date. (c) [CITY PROPOSAL] Affordable Housing Fee – Creative Office Phase. Prior to the issuance of a building permit for any Creative Office Building, Developer of the Creative Office Phase shall pay a fee of at least $XXXXXXX (the “Creative Office Affordable Housing Fee”), which shall be based on the Commercial Linkage Fee Nexus Study. Such fee shall be reduced through the construction of on-site units in partnership with developers of the Residential Phase in accordance with the following formula [unit development cost established by Commercial Linkage Fee Nexus Study x number of units constructed]. [NOTE: Fee shall be higher than the fee adopted by ordinance] 2.7.5 Artist Work/Live Units. Occupancy of units designated on the Project Plans as “Artist Work/Live” shall, subject to the satisfaction of generally applicable leasing qualifications and criteria imposed by the applicable Developer for all units in such Developer’s Building or Buildings in the Residential Phase, including the 41
timely submission of complete applications for occupancy, be given first priority to Artists who live or work in the City (i.e., having a professional workspace located in the City is not a pre-requisite) who can demonstrate that they intend to use the unit for the purposes of a working studio; second priority shall be given to Artists who do not either live or work in the City who can demonstrate that they intend to use the unit for the purposes of a working studio; third priority shall be given to applicants who are not Artists but who can demonstrate that they intend to use the unit for the purpose of a working studio or other work space; and fourth priority to current residents of the City; provided, however, that nothing in this Agreement shall require that such units be occupied by Artists (“Priority Occupancy”). Any tenant of an Artist Work/Live Unit selling works of art or other products therefrom shall comply with SMMC Section 9.04.20.04 (Home Occupation Permits). (a) Deed-Restricted Artist Work/Live Units. 1 of the Artist Work/Live Units shall be deed-restricted at rents commensurate with the Extremely Low Income level, as defined by SMMC Chapter 9.56 (Affordable Housing Production Program), and adjusted for unit size as established annually by the City’s Housing Division. (b) On-Going Marketing/Best Practices. No less than 12 months from issuance of the first building permit for the Residential Phase, Developer shall meet and confer with the City’s Cultural Affairs Manager regarding a Marketing Plan and within 90 days, shall submit to the City’s Cultural Affairs Manager a Plan for review and approval within 30 days on how the Artist Work/Live Units will be marketed to Artists initially and on an ongoing basis for the Life of the Project (“Artist Marketing Plan”). The Artist Marketing Plan shall at minimum, include the following components:
Designation of an on-site marketing and outreach coordinator; Method, manner and scope of outreach to the artist community including timing of when outreach would begin; Description of how Priority Occupancy will be implemented (e.g. how applicants will be sorted by priority, lottery or other method); Strategies for initial and ongoing proactive outreach to the arts community and outreach lists provided by the City; Sample notice about Priority Occupancy and income eligibility requirements; Outreach information that can help educate potential applicants to make decision about applying for units; Rent Limits for deed-restricted units; Timeline for lease-up; and Sample application.
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(c) Assurance to Remain Artist Work/Live Units. If the Artist Work/Live Units are ever occupied by non-Artists, leases shall be on a month-to-month basis while the Unit continues to be marketed in accordance with the Artist Marketing Plan with priority to be given in accordance with Section 2.7.5 of this Agreement; provided, however, that no occupant of any Artist Work/Live Unit shall be evicted except in compliance with all applicable laws. As part of the annual report required by Article 10 of this Agreement, Developer shall report on how many of the 27 Artist Work/Live Units are occupied by each identified Priority Occupancy group. (d) Design Guidelines. In order to accommodate the range of activities associated with Artist working studios, the Artist Work/Live Units shall be designed to comply with the City’s Building Code and Fire Code for both commercial and residential space and shall, at minimum, include the following elements: i) high volume ground floor gallery space; ii) floor drains; iii) flooring and finishes that support artist working studios; iv) consideration for ventilation including natural ventilation and flexibility for the installation of mechanical or special ventilation if necessary; v) consideration for storage and disposal of hazardous or toxic materials related to the production of art; vi) access to loading dock; vii) consideration for electrical power that accommodates artists; and viii) slop sinks. 2.7.6 Public Transit Stop Enhancements. Prior to issuance of a building permit for the first Building in the Creative Office Phase, the Developer of such Building shall make a payment to the Big Blue Bus in the amount of $80,000 to be applied to the cost of improving the immediately adjacent bus stops. Prior to issuance of a building permit for the first Building in the Residential Phase, the Developer of such Building shall make a payment to the Big Blue Bus in the amount of $80,000 to be applied to the cost of improving the immediately adjacent bus stops. 2.7.7 Sustainable Design Status. Each Developer shall design the Building which is to be built on the portion of the Project owned by such Developer so that, at a minimum, such Building shall achieve LEED® “Gold” certification under the LEED® Rating System (the "Sustainable Design Status"). Developer shall confirm to the City that the design for the Project has achieved the Sustainable Design Status in accordance with the following requirements: (a) Prior to the submission of plans and documents to the City for Architectural Review Board review for any Building, the applicable Developer shall submit to the City a preliminary checklist of anticipated LEED® credits for review by the City, along with a narrative describing the project’s sustainable features to demonstrate that such Building is likely to achieve the Sustainable Design Status. (b) Prior to submittal of the plan check application for the Building, the applicable Developer shall: (i) Submit for review by the City an updated checklist of anticipated LEED® credits along with a narrative describing the project’s sustainable
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features to demonstrate that the Building is likely to achieve the Sustainable Design Status. (ii) Retain the services of a third party, independent individual designated to organize, lead, and review the completion of the process of verifying and documenting that a building and all of its systems and assemblies are planned, designed, installed, and tested to meet the Building’s requirements (the “Commissioning Authority”). (iii) Submit a Commissioning Plan which includes the elements specified in California Code of Regulations Title 24, Part 11, Section 5.410.2.3. (c) Prior to issuance of a final Certificate of Occupancy for any Building, the City shall verify (which verification shall not be unreasonably withheld, conditioned or delayed) that such Building has achieved the Sustainable Design Status. (d) Notwithstanding the foregoing, if the City cannot verify that a Building has achieved the Sustainable Design Status, the City shall nonetheless issue a temporary Certificate of Occupancy for such Building (assuming that such Building is otherwise entitled to receive a temporary Certificate of Occupancy). The temporary Certificate of Occupancy shall be converted to a final Certificate of Occupancy (assuming that such Building is otherwise entitled to receive a final Certificate of Occupancy) once the constructed Project has achieved the Sustainable Design Status. (e) If any Building is denied Certification for the Sustainable Design Status by the Green Building Certification Institute, and the Developer is unwilling or unable to appeal the denial of certification, and the Developer has exhausted all administrative remedies and appeals of that denial, then the City shall issue a Certificate of Occupancy and the Developer shall be subject to a fine in the amount of two dollars per square foot of floor area. This fee may be waived if the City at its sole discretion determines that the Developer made a good faith effort to achieve the Sustainable Design Status. Alternatively, the fee may be waived if the Developer pursues and takes all necessary steps for the Building to achieve certification to the “Gold” level under the LEED ® Existing Buildings Operations and Maintenance (LEED EBOM) rating system no later than 2 years after the temporary Certificate of Occupancy was issued for the Project. 2.7.8
Sustainable Design Features.
(a) Creative Office Phase – Strive For Net Zero Water Use. Developer shall implement the measures listed below in an effort to achieve Net Zero Water Use for the Creative Office Phase, defined as the Project meeting all its water needs through water efficient fixtures and operations. Water supply may include potable and non-potable water to the extent possible due to regulatory approval. Use of SMURFF water or treated wastewater will require extension of the SMURRF line from 26th Street to the Project. The following measures shall be required: 44
(i) (ii)
(iii)
(iv) (v)
Dual plumbing; If installing a cooling tower, it must use a zero blow down system, recycled water, greywater, stormwater, rainwater, or other approved nonpotable water supply ; Water for toilet flushing must use greywater, stormwater, rainwater, recycled water and/or other approved non-potable water supply; If lawns are planted, use of a water-efficient lawn alternative such as UC Verde Buffalo grass; and Landscaping irrigated with greywater, stormwater, rainwater, recycled water and/or other approved non-potable water supply where reasonably feasible for the approved planting materials.
(b) [DEVELOPER PROPOSAL] Residential Phase – Water Use Requirements. For the Residential Phase, the following shall be required: (i) 1.28 gallons per flush or less toilets; (ii) 1.35 gallon per minute or less showerheads; (iii) If installing clothes washers in individual dwelling units, they must have a water factor of 6.0 or less; (iv) If installing common-use clothes washers, they must have a water factor of 4.5 or less; (v) If installing a cooling tower, it must use zero blow down, recycled water, greywater or other approved non-potable water supply; (vi) Any lawn planted with a water-efficient lawn alternative such as UC Verde Buffalo grass; and (vii) Landscaping irrigated with greywater, stormwater, rainwater, recycled water and/or other approved non-potable water supply where reasonably feasible for the approved planting materials. (b) [CITY PROPOSAL] Residential Phase – Water Use Requirements. For the Residential Phase, the following shall be required: (i) Dual plumbing in each dwelling unit and commonuse clothes washer; (ii) 0.8 gallons per flush or less toilets; (iii) 1.35 gallon per minute or less showerheads; (iv) If installing clothes washers in individual dwelling units, they must have a water factor of 4.0 or less; (v) If installing common-use clothes washers, they must have a water factor of 4.5 or less; (vi) If installing a cooling tower, it must use a zero blow down system , recycled water, greywater, stormwater, rainwater or other approved non45
potable water supply. Use of SMURFF water or treated wastewater will require extension of the SMURRF line from 26th Street to the Project; (vii) Water for toilet flushing must use greywater, stormwater, rainwater, recycled water and/or other approved non-potable water supply. Use of SMURFF water or treated wastewater will require extension of the SMURRF line from 26th Street to the Project; (viii) If lawns are planted, use of a water-efficient lawn alternative such as UC Verde Buffalo grass; and (ix) Landscaping irrigated with greywater, stormwater, rainwater, recycled water and/or other approved non-potable water supply where reasonably feasible for the approved planting materials. Use of SMURFF water or treated wastewater will require extension of the SMURRF line from 26th Street to the Project. (c) [DEVELOPER PROPOSAL] Entire Project – Energy Use Requirements. The following measures shall be required: (i) All interior lighting for the Creative Office Buildings and common areas in the Residential Buildings must be controlled based on both occupancy and availability of natural light; (ii) All lamps used in the project must have an efficacy of 60 lumens per watt or more; (iii) The Creative Office Phase shall be designed to achieve the following Energy performance standard: 40 KBTU/ft2/yr; and (iv) The Residential Phase shall be designed to achieve the following Energy performance standard: 35 kBTU/ft2/yr. (c) [CITY PROPOSAL] Entire Project – Energy Use Requirements. Developer shall ensure that the Project meets as much of its energy needs as possible through onsite renewable generation. Renewable energy generated on-site shall not be considered to be consumed energy and shall not be included in energy performance standards established by this Section. The following measures shall be required: (i) All interior lighting must be controlled based on both occupancy and availability of natural light; (ii) All lamps used in the project must have an efficacy of 60 lumens per watt or more;
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(iii)
(iv)
(v)
The Creative Office Phase shall be designed to use less energy than the following Energy performance standard: 40 KBTU/ft2/yr; The Residential Phase shall be designed to use less energy than the following Energy performance standard: 35 kBTU/ft2/yr; and The Parking Garage shall be designed to use less energy than the following Energy performance standard: 10 kBTU/ft2/yr.
(d) Electrical Vehicle Conduit. Developer shall cause one of the subterranean levels of the parking garage in the Project to include electric panel capacity, conduit, and stub-outs that will accept electric wiring to provide power to not less than five percent (5%) of the total parking spaces. The panel capacity, conduit size and stub-outs shall be designed to allow for the simultaneous charging to a minimum of five percent (5%) of the total parking spaces. Until the Planning Director makes a determination, based on demonstrated demand by drivers of such vehicles, that some or all of the parking spaces be restricted for electric or other alternative fueled vehicle use, the spaces may be utilized without regard to vehicle type at the Developer’s sole and absolute discretion. 2.7.9 Local Hiring. Developer shall provide local hiring programs in accordance with Exhibit “F-1” and Exhibit “F-2”. 2.7.10 Internship Program. Upon receipt of Certificates of Occupancy for any Building in the Creative Office Phase, Developer shall cause the occupants of the Project to provide at least three (3) internship positions per Creative Office Building annually to students who attend Santa Monica College, high school in Santa Monica, or who are residents of the City of Santa Monica in accordance with Exhibit “L”. 2.7.11 Shared Parking. The Developers shall, or may cause the Owners’ Association to share parking in accordance with the Bergamot Area Plan but in no case shall the amount of shared parking be less than fifty percent (50%) of that portion of the Project parking designated for Commercial Uses and be less than one-third (1/3) of that portion of the Project parking designated for Residential Uses and Artist Work/Live Units available. Notwithstanding the above, the number of existing commercial spaces in excess of 2.0 per 1,000 sf may be maintained for the use of on-site tenants for the first five years following initial occupancy, after which 50% of those spaces shall also be shared in the same manner as the other shared spaces. Such shared parking shall be offered at market rates in accordance with Section 2.7.1(e)(2)(v) of this Agreement, to third parties in the surrounding area in need of parking, including area residents, businesses, and employees (“Shared Parking”). In order to facilitate annual compliance monitoring of shared parking and trip reduction targets, the Developers shall install ticketing equipment for on-site parking that is able to discern between on-site and off-site users.
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2.7.12 Early Childhood Initiatives Contribution. Developer shall make an annual contribution towards early childhood initiatives for the Life of the Project. The annual contribution for each year shall be calculated by multiplying the Floor Area of all Buildings for which Developer had received a Certificate of Occupancy as of January 1st of that year by $0.2608 and paid concurrently with delivery of the Project’s annual compliance report. If all permitted Floor Area is constructed, the annual contribution would equal two hundred thousand dollar ($200,000). These contributions will support early childhood initiatives including but not limited to infant, toddler and pre-school tuition subsidies; family support and parent engagement strategies; home visitation programs; facility and playground improvements; and kindergarten readiness models. The contribution shall be placed in a separate, interest-bearing trust fund created by Developer prior to Certificate of Occupancy for the first building in the Project with funds to be distributed through a process to be established by the City’s Community & Cultural Services Department. 2.7.13 Signalized Intersections. In accordance with Section 2.7.2 above, Developer shall construct two new signalized intersections at Olympic Boulevard, one at the New Western Street and one at the New Eastern Street. The intersections shall be fully signalized, synchronized with the existing signals on Olympic Boulevard to minimize traffic delays, and include median left turn pockets along Olympic Boulevard for access into the site. 2.7.14 Historic Preservation Contribution. Developer shall make an initial contribution and annual contribution towards historic preservation initiatives for the Life of the Project. Prior to issuance each Certificate of Occupancy for the first three Buildings in the Project, Developer shall make a $25,000 contribution for each building. The annual contribution shall then be $1,000 for each Building for which Developer has received a Certificate of Occupancy and shall be paid concurrently with delivery of the Project’s annual compliance report. These contributions shall be used for historic and cultural heritage preservation initiatives in underserved communities with first priority for the Pico Neighborhood. The contribution shall be placed in a separate, interestbearing trust fund created by Developer prior to Certificate of Occupancy for the first building in each Phase with funds to be distributed through a process to be established by the Planning Director. 2.8
Parking.
2.8.1. Total Number of Spaces. Upon completion of the Project, the total number of parking spaces in the Parking Garage shall be no more than 1,936 spaces and no less than that required by the Bergamot Area Plan, including up to forty percent (40%) compact parking spaces and up to 40% tandem or compact tandem parking spaces. This Agreement and the Project Plans set forth the exclusive off-street parking requirements for the Project and each Building and supersede all other minimum space parking requirements under the Existing Regulations, including Part 9.04.10.08 of the Zoning Ordinance.
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2.8.2 Parking Requirements. Developer may, but shall not be obligated to, construct the entire Parking Garage concurrently with construction of the first Building to be constructed on the Property. If the Parking Garage is not fully constructed concurrently with the first Building, the applicable Developer shall, in connection with the Building being constructed by such Developer, be obligated to construct that portion of the Parking Garage which, together with all portions of the Parking Garage previously constructed and available for use by occupants of such Building and all other Buildings previously constructed, will be sufficient to provide the following number of parking spaces: (a) Creative Office Phase: 2.0 spaces per 1,000 square feet of Floor Area (1.0 spaces per 1,000 square feet of which shall be shared in accordance with the Bergamot Area Plan); and (b) Residential Phase: 1.5 spaces per unit (0.5 spaces per unit shall be shared in accordance with the Bergamot Area Plan). 2.8.3 Parking Access. The City hereby approves the conceptual and approximate location of all ramps accessing the Parking Garage reflected on the Project Plans, subject to final review and approval by the City during the plan check process for any Building. No Developer shall be obligated to acquire such access rights from the City. If the Parking Garage is not constructed in its entirety concurrently with the first Building to be constructed in the Project, the Developer of the Creative Office Phase shall construct the access ramp on Site 1 and bicycle access channel to the Parking Garage, and the Developer of the Residential Phase shall construct the access ramp on Site 4 and the ingress-only ramp on Site 5, all as shown on the Project Plans. 2.8.4. Parking Reconfiguration. In an effort to encourage shared parking, reconfiguration of the parking spaces and operations in order to facilitate flexibility of use shall be considered a Minor Modification. 2.8.5 Parking Technology. Pay station technologies (such as stations that accept credit cards, debit cards and pay-by-phone) shall be installed in all shared parking facilities. Parking facilities shall have auditable payment and utilization technologies, including automated utilization counting and ability to distinguish between different parking users, with utilization data updated and transmitted in real time for use by third parties including the City. Parking facilities shall be designed to accommodate necessary current or future access controls. 2.8.6 Real-Time Availability. Developer shall install and maintain realtime availability displays of shared parking spaces. Such parking availability may also be made available through other real-time electronic media, such as mobile applications. 2.9
Design.
2.9.1 Setbacks. Each Developer shall maintain the setbacks for any Building being constructed by such Developer as set forth on the Project Plans and subject to Section 2.4.3, except as otherwise approved by the ARB or the Planning 49
Commission on appeal so long as such approval is consistent with the Bergamot Area Plan. 2.9.2 Building Height. The maximum Building Height of any Building shall be 81 feet as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Ordinance and the Building Height allowed by this Agreement, then the Building Height allowed by this Agreement shall prevail. 2.9.3 Stepbacks. Each Developer shall maintain the stepbacks for the Project as set forth on the Project Plans and subject to Section 2.4.3 except as otherwise approved by the ARB or the Planning Commission on appeal so long as such approval is consistent with the Bergamot Area Plan. 2.9.4 Permitted Projections. Projections shall be permitted as reflected on the Project Plans and subject to Section 2.4.3 except as otherwise approved by the ARB or the Planning Commission on appeal. In the event that any inconsistencies exist between the Zoning Ordinance and the projections permitted by this Agreement, then the projections permitted by this Agreement shall prevail. 2.9.5 Signage. All signs on the Property shall be subject to Chapter 9.52 of the SMMC (Santa Monica Sign Code) in effect as of the Adoption Date, a copy of which is set forth in its entirety in Exhibit “E.” Directional signs for vehicles shall be located at approaches to driveways as required by the City's Strategic Transportation Planning Division. 2.9.6 the Project Plans.
Balconies. Balconies may be provided to the extent reflected on
2.9.7 Plaza Digital Screen. The Digital Screen shown on the Project Plans in the plaza on Site 1 is hereby approved, subject to the following parameters: (i) shall not be permitted to face any public right-of-way or easement area; (ii) shall be restricted to the following maximum dimensions 15 feet high x 28 feet wide and (iii) shall not be used for commercial advertising or as a billboard within the meaning of Chapter 9.52 of the SMMC except the screening of a program produced or distributed by broadcast media which has incidental commercial advertisements shall not be prohibited. Additionally, during any event authorized by Plan A of the Project Art Plan or by Exhibit “I” of this Agreement, the logo of a commercial sponsor or vendor of the event may be displayed so long as the display does not exceed 100 square feet. 2.10 Contract with City. Hines hereby acknowledges that in approving this Development Agreement for the Project, the City is waiving fees and taxes and modifying development standards otherwise applicable to the Project such as increasing Floor Area Ratio and Building Height, reducing parking standards and other property development standards. In exchange for such forms of assistance from the City, which are of financial benefit to Hines, Hines has entered into this contract with the City and agreed to the other conditions of the Development Agreement, including the requirement to provide and maintain 75 affordable units on site for occupancy by income qualified 50
households. The parties agree and acknowledge that this is a contract providing forms of assistance to the Developer within the meaning of Civil Code Section 1954.52(b) and Government Code Section 65915 et seq.
ARTICLE 3 CONSTRUCTION 3.1 Construction Hours. Developers shall be permitted to perform construction between the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday, and 9:00 a.m. to 5:00 p.m. Saturday; provided that interior construction work which does not generate noise of more than thirty (30) decibels beyond the Property line may also be performed between the hours of 7:00 a.m. to 8:00 a.m. and 6:00 p.m. to 7:00 p.m. Monday through Friday, and 8:00 a.m. to 9:00 a.m. and 5:00 p.m. to 6:00 p.m. Saturday. Notwithstanding the foregoing, pursuant to SMMC Section 4.12.110(e), Developers shall have the right to seek a permit from the City authorizing construction activity during the times otherwise prohibited by this Section. The Parties acknowledge and agree that, among other things, afterhours construction permits can be granted for concrete pours. 3.2
Outside Building Permit Issuance Dates.
3.2.1 Outside Building Permit Issuance Date. Subject to Excusable Delays, the City shall have no obligation to and shall not issue a building permit under this Development Agreement for any Building after the date that is the last day of the 120th full calendar month after the Effective Date (the “Outside Building Permit Issuance Date”). 3.2.2 Extension Due to ARB Delay. If the ARB fails to approve any of those items described in Section 6.1 relating to the Building to be submitted to the ARB within four (4) months of the submittal by the applicable Developer to the ARB, then the Outside Building Permit Issuance Date shall be extended one month for each additional month greater than four (4) that the final ARB approval is delayed. 3.2.3 Expiration or Revocation of Building Permits. If any building permit obtained prior to the Outside Building Permit Issuance Date expires or is revoked pursuant to the applicable terms of the SMMC (as the same may be amended from time to time) after such date, the applicable Developer may not subsequently apply for new building permits for the Project under this Development Agreement without first obtaining the prior written consent of the Planning Director, which may be granted or withheld in the Planning Director’s sole discretion. 3.2.4
No Building Permits Issued.
(a) Creative Office Phase. If no building permit is issued for a Building in the Creative Office Phase prior to the Outside Building Permit Issuance Date or under 3.2.3 above, all rights and obligations under this Development Agreement 51
pertaining exclusively to the Creative Office Phase, for which the obtaining of a building permit is a condition precedent, shall automatically terminate and be of no further force or effect. Notwithstanding the foregoing, if a building permit is issued for a Building in the Residential Phase, the obligations of the Developer(s) of the Residential Phase relating to improvements on the Creative Office Phase shall remain in full force and effect. (b) Residential Phase. If no building permit is issued for a Building in the Residential Phase prior to the Outside Building Permit Issuance Date or under Section 3.2.3 above, all rights and obligations under this Development Agreement pertaining exclusively to the Residential Phase, for which the obtaining of a building permit is condition precedent, shall automatically terminate and be of no further force or effect. Notwithstanding the foregoing, if a building permit is issued for a Building in the Creative Office Phase, the obligations of the Developer(s) of the Creative Office Phase relating to improvements on the Residential Phase shall remain in full force and effect. 3.3 Construction Period. Construction of the Project shall be subject to the provisions of SMMC Section 8.08.070. 3.4 Damage or Destruction. If any Building in the Project is damaged or destroyed during the term of this Agreement, the Developer owning that Building shall be entitled to reconstruct that Building in accordance with this Agreement if: (a) such Developer obtains a building permit for this reconstruction prior to the expiration of this Agreement and (b) the Building is found to be consistent with the City’s General Plan in effect at the time of obtaining the building permit provided, however, that nothing in this Section 3.4 shall be deemed to impair such Developer’s rights under the City’s Zoning Ordinance, as it exists at the time, to reconstruct non-conforming buildings . 3.5 Tiebacks. Excepting any utility conflicts, each Developer shall be allowed to install tiebacks, subject to standard terms and conditions, as determined by the City’s Director of Public Works, or designee, for 26th Street, Olympic Boulevard and Stewart Street. The applicable Developer shall compensate the City for such tiebacks in accordance with the City’s tieback fees then in effect. All tiebacks on City property shall be de-tensioned and cut down five feet below grade prior to issuance of a Certificate of Occupancy for the applicable Building. 3.6 Construction Staging. Any Developer may use any portion of the Property for construction staging subject to applicable covenants, conditions and restrictions adopted by Hines or its successor in ownership with respect to the entire Property. ARTICLE 4 PROJECT FEES, EXACTIONS, MITIGATION MEASURES AND CONDITIONS 4.1 Fees, Exactions, Mitigation Measures and Conditions. Except as expressly set forth in Section 2.7 (relating to Community Benefits), Section 4.2 (relating to modifications), and Section 5.2 (relating to Subsequent Code Changes) below, the City 52
shall charge and impose only those fees, exactions, mitigation measures, conditions, and standards of construction set forth in this Agreement, including Exhibits “C” and “D” attached hereto, and no others. If any of the mitigation measures or conditions set forth on Exhibit “D” is satisfied by others, each Developer shall be deemed to have satisfied such measures or conditions. 4.2 Conditions on Modifications. The City may impose fees, exactions, mitigation measures and conditions in connection with its approval of Minor or Major Modifications, provided that all fees, exactions, mitigation measures and conditions shall be in accordance with any applicable law. 4.3 Implementation of Mitigation Measures and Conditions of Approval. 4.3.1 Compliance with Mitigation Measures and Conditions of Approval. Each Developer shall be responsible for implementing the mitigation measures set forth in Section A of Exhibit “D” attached hereto and adhering to the conditions of approval set forth in Section B of Exhibit “D” in accordance with the timelines established in Exhibit “D”. 4.3.2 Survival of Mitigation Measures and Conditions of Approval. If Developer proceeds with the construction of the Project, except as otherwise expressly limited in this Agreement, the obligations and requirements imposed by the mitigation measures and conditions of approval set forth in the attached Exhibit “D” shall survive the expiration of the Term of this Agreement and shall remain binding on Developer, its successors and assigns, and shall continue in effect for the Life of the Project. 4.3.3 On-Site Affordable Fee Waivers and Reductions. Notwithstanding the foregoing, the Residential Buildings shall be entitled to all fee waivers and fee reductions available for projects involving on-site affordable housing under the SMMC then in effect. ARTICLE 5 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS 5.1 Development Standards for the Property; Existing Regulations. The following development standards and restrictions set forth in this Section 5.1 govern the use and development of the Project and shall constitute the Existing Regulations, except as otherwise expressly required by this Agreement. 5.1.1
Defined Terms. The following terms shall have the meanings set
forth below: (a) “Existing Regulations” collectively means all of the following which are in force and effect as of the Effective Date: (i) the General Plan (including, without limitation, the LUCE); (ii) the Zoning Ordinance except as modified herein; (iii) the IZO; (iv) any and all ordinances, rules, regulations, standards, specifications and official policies of the City governing, regulating or affecting the 53
demolition, grading, design, development, building, construction, occupancy or use of buildings and improvements or any exactions therefore, except as amended by this Agreement; and (v) the development standards and procedures in Article 2 of this Agreement. (b) “Subsequent Code Changes” collectively means all of the following which are adopted or approved subsequent to the Effective Date, whether such adoption or approval is by the City Council, any department, division, office, board, commission or other agency of the City, by the people of the City through charter amendment, referendum, initiative or other ballot measure, or by any other method or procedure: (i) any amendments, revisions, additions or deletions to the Existing Regulations; or (ii) new codes, ordinances, rules, regulations, standards, specifications and official policies of the City governing or affecting the grading, design, development, construction, occupancy or use of buildings or improvements or any exactions therefor. “Subsequent Code Changes” includes, without limitation, any amendments, revisions or additions to the Existing Regulations imposing or requiring the payment of any fee, special assessment or tax. 5.1.2 Existing Regulations Govern the Project. Except as provided in Section 5.2, development of the Buildings and improvements that will comprise the Project, including without limitation, the development standards for the demolition, grading, design, development, construction, occupancy or use of such Buildings and improvements, and any exactions therefor, shall be governed by the Existing Regulations. The City agrees that this Agreement is consistent with the General Plan, including the LUCE, as more fully described in the Recitals. Any provisions of the Existing Regulations inconsistent with the provisions of this Agreement, to the extent of such inconsistencies and not further, are hereby deemed modified to the extent necessary to effectuate the provisions of this Agreement. The Project shall be exempt from: (a) all Discretionary Approvals or review by the City or any agency or body thereof, other than the matters of architectural review by the ARB as specified in Section 6.1 and review of modifications to the Project as expressly set forth in Sections 2.4.2 and 2.4.3; (b) the application of any subsequent local development or building or permit moratoria, development or building rationing systems or other restrictions on development which would adversely affect the rate, timing, or phasing of construction of the Project, whether adopted by the City Council or through the initiative process or otherwise; (c) the application of any subsequent local regulation or other requirement relating to wages and benefits, whether adopted by the City Council or through the initiative process or otherwise, and (d) Subsequent Code Changes which are inconsistent with this Agreement. 5.2 Permitted Subsequent Code Changes. 5.2.1 Applicable Subsequent Code Changes. Notwithstanding the terms of Section 5.1, this Agreement shall not prevent the City from applying to the Project the following Subsequent Code Changes set forth below in this Section 5.2.1.
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(a) Processing fees and charges imposed by the City to cover the estimated actual costs to City of processing applications for development approvals including: (i) all application, permit, and processing fees incurred for the processing of this Agreement, any administrative approval of a Minor Modification, or any amendment of this Agreement in connection with a Major Modification; (ii) all building plan check and building inspection fees for work on the Property in effect at the time an application for a grading permit or building permit is applied for; and (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by Developer and (iv) fees for monitoring compliance with any development approvals, or any environmental impact mitigation measures; provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications and for all similar monitoring. (b) General or special taxes, including, but not limited to, 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. (c) Procedural regulations relating to hearing bodies, petitions, applications, notices, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters, do not result in any unreasonable decision-making delays and do not affect the substantive findings by the City in approving this Agreement or as otherwise established in this Agreement. (d) Regulations governing construction standards and specifications which are of general application that establish standards for the construction and installation of structures and associated improvements, including, without limitation, the City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code; provided that such construction standards and specifications are applied on a City-wide basis and do not otherwise limit or impair the Project approvals granted in this Agreement unless adopted to meet health and safety concerns. (e) Any City regulations to which all Developers have consented in writing, however, consent of all Developers shall not be required if applicable Developers will not be materially affected by the regulations. (f) Collection of such fees or exactions as are imposed and set by governmental entities not controlled by City but which are required to be collected by City.
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(g) Regulations which do not impair the rights and approvals granted to Developer under this Agreement. For the purposes of this Section 5.2.1(g), regulations which impair Developer’s rights or approvals include, but are not limited to, regulations which (i) materially increase the cost of the Project (except as provided in Section 5.2.1(a), (b), and (d) above), or (ii) which would materially delay development of the Project or that would cause a material change in the uses of the Project as provided in this Agreement. 5.2.2 New Rules and Regulations. This Agreement shall not be construed to prevent the City from applying new rules, regulations and policies in those circumstances specified in Government Code Section 65866. 5.2.3 State or Federal Laws. In the event that state or federal laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations; provided that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 5.3 Common Set of Existing Regulations. Prior to the Effective Date, the City and Developer shall use reasonable efforts to identify, assemble and copy three identical sets of the Existing Regulations, to be retained by the City and Developer, so that if it becomes necessary in the future to refer to any of the Existing Regulations, there will be a common set of the Existing Regulations available to all Parties. 5.4 Conflicting Enactments. Except as provided in Section 5.2 above, any Subsequent Code Change which would conflict in any way with or be more restrictive than the Existing Regulations shall not be applied by the City to any part of the Property. Any Developer may, in its sole discretion, give the City written notice of its election to have any Subsequent Code Change applied to that portion of the Property owned by such Developer, in which case such Subsequent Code Change shall be deemed to be an Existing Regulation insofar as that portion of the Property is concerned. If there is any conflict or inconsistency between the terms and conditions of this Agreement and the Existing Regulations, the terms and conditions of this Agreement shall control. 5.5 Timing of Development. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties’ agreement. It is the intent of Hines and the City to cure that deficiency by expressly acknowledging and providing that any Subsequent Code Change that purports to limit over time the rate or timing of development or to alter the sequencing of development phases (whether adopted or imposed by the City Council or through the initiative or referendum process) shall not apply to the Property or the Project and shall not prevail over this Agreement. In particular, but without limiting any of the foregoing, no numerical restriction shall be placed by the City on the amount of total square feet or the number of buildings, 56
structures, and residential units that can be built each year on the Property except as expressly provided in this Agreement. 5.6 Subdivision Maps. The application for any subdivision map with respect to the Property shall be processed in accordance with the SMMC, as it exists at the time, except that the City will not impose any condition which is inconsistent with this Agreement or the Project Plans. ARTICLE 6 ARCHITECTURAL REVIEW BOARD 6.1 Architectural Review Board Approval. The Project shall be subject to review and approval or conditional approval by the ARB in accordance with design review procedures in effect under the Existing Regulations. Consistent with Existing Regulations, the ARB cannot require modifications to the building design which negate the fundamental development standards established by this Agreement. For example, the ARB cannot require reduction in the overall height of the buildings, reduction in the number of stories in the buildings, reduction in density, modifying the parking garage or access to and from the garage or site, or reduction in the Floor Area of any of Buildings 1, 2, 3, and 4 greater than 2.5 percent (2.5%) or of Building 5 greater than five percent (5.0%). Decisions of the ARB are appealable to the Planning Commission in accordance with the Existing Regulations. 6.2 Individual Buildings. If requested by the applicable Developer, each Building may submit its own application for ARB review independent of any other Building within the Project. Developer shall have the option but shall not be obligated to process ARB review for multiple Buildings concurrently. Approval and review of any Building shall not require the submittal of the design of any other Building. ARTICLE 7 CITY TECHNICAL PERMITS 7.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: 7.1.1 “Technical City Permits” means any Ministerial Approvals, consents or permits from the City or any office, board, commission, department, division or agency of the City, which are necessary for the actual construction of the Project or any portion thereof in accordance with the Project Plans and this Agreement. Technical City Permits include, without limitation (a) building and foundation permits, (b) related mechanical, electrical, plumbing and other technical permits, (c) demolition, excavation and grading permits, (d) encroachment permits, and (e) temporary and final certificates of occupancy.
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7.1.2 “Technical Permit Applications” means any applications required to be filed by any Developer for any Technical City Permits. 7.2 Diligent Action by City. 7.2.1 Upon satisfaction of the conditions set forth in Section 7.3, the City shall accept the Technical Permit Applications filed by Developer with the City and shall diligently proceed to process such Technical Permit Applications to completion. 7.2.2 Upon satisfaction of the conditions set forth in Section 7.3, the City shall diligently issue the Technical City Permits which are the subject of the Technical Permit Applications. 7.2.3 The Residential Buildings shall be entitled to receive the priority building department plan check processing permitted under SMMC Section 9.56.050(j). 7.3 Conditions for Diligent Action by the City. 7.3.1 Acceptance and Processing of Technical Permit Applications. The obligation of the City to accept and diligently process the Technical Permit Applications which are filed by any Developer, and then issue the Technical City Permits, is subject to the satisfaction of the following conditions: (a) Such Developer shall have completed and filed all Technical Permit Applications which are required under the administrative procedures and policies of the City which are in effect on the date when the Technical Permit Application is filed; provided that such procedures and policies are uniformly in force and effect throughout the City; (b) Such Developer shall have paid all processing and permit fees established by the City in connection with the filing and processing of any Technical Permit Application which are in effect on the date when the Technical Permit Application is filed; provided that such fees are uniformly in force and effect throughout the City; and (c) If required for the particular Technical Permit Application, such Developer shall have obtained the approval of the ARB referred to in Section 6.1 above. 7.3.2 Issuance of a Technical City Permit. The obligation of the City to issue a Technical City Permit which is the subject of a Technical Permit Application filed by any Developer with respect to any Building is subject to the satisfaction of the following conditions (and only such conditions and no others): (a) Such Developer shall have complied with all of its obligations under this Agreement which are required to be performed prior to or concurrent with the issuance of the Technical City Permits for the proposed Building;
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(b) Such Developer shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Technical City Permit for the proposed Building; (c) The proposed Building conforms to the development standards for such Building established in this Agreement. In the event that a proposed Building is not in conformance with the development standards, such Developer shall have the right to seek any relief from such standards under the procedures then available in the City; and (d) The proposed Building conforms to the Administrative and Technical Construction Codes of the city (Article VIII, Chapter 1 of the SMMC)( the “Technical Codes”) in effect on the date that the Technical Permit Application is filed . 7.3.3 New Technical Requirements. From time to time, the City’s Technical Codes are amended to meet new technical requirements related to techniques of building and construction. If the sole means of achieving compliance for the Project with such revisions to the Technical Codes made after the Effective Date (“New Technical Requirements”) would require an increase from the allowable Building Height established in this Agreement for the Project, then the Planning Director is hereby authorized to grant Developer limited relief from the allowable Building Height without amending this Agreement if the requested relief is in compliance with the City’s General Plan. Any such approval shall be granted only after the Planning Director’s receipt of a written request for such relief from Developer. Developer is required to supply the Planning Director with written documentation of the fact that compliance with the New Technical Requirements cannot be achieved by some other method. Any such relief shall only be granted to the extent necessary in the Planning Director’s determination for Developer to comply with the New Technical Requirements. 7.4 Duration of Technical City Permits. The duration of Technical City Permits issued by the City, and any extensions of the time period during which such Technical City Permits remain valid, shall be established in accordance with the Technical Codes in effect at the time that the Technical City Permits are issued. Subject to Section 3.2.3, the lapse or expiration of a Technical City Permit shall not preclude or impair Developer from subsequently filing another Technical Permit Application for the same matter during the Term of this Agreement, which shall be processed by the City in accordance with the provisions of this Article 7. ARTICLE 8 AMENDMENT AND MODIFICATION 8.1 Amendment and Modification of Development Agreement. Subject to the notice and hearing requirements of the applicable Development Agreement Statutes, this Agreement may be modified or amended from time to time in accordance with the provisions of the SMMC, as in effect at that time, and Section 65868 of the California Government Code with the written consent of the City, each Developer owning a Parcel 59
which is the subject of such amendment and any other Developer who, in the reasonable judgment of the City, will be materially affected by such amendment; no consent of any other Developer shall be required. ARTICLE 9 TERM 9.1 Effective Date. This Agreement shall be dated, and the obligations of the Parties hereunder shall be effective as of the date upon which the ordinance approving this Agreement becomes effective (the “Effective Date”). The Parties shall execute this Agreement within ten (10) working days of the Effective Date. 9.2 Term. 9.2.1 Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue for twenty (20) years thereafter (the “Term”), unless the Term is otherwise terminated pursuant to Section 11.4, after the satisfaction of all applicable public hearings and related procedural requirements, or pursuant to Section 3.3. 9.2.2 Termination Certificate. Upon termination of this Agreement, the City and the Developer shall execute an appropriate certificate of termination in recordable form, which shall be recorded in the Official Records of Los Angeles County. 9.2.3 Effect of Termination. Except as expressly provided herein (e.g., Sections 2.6.7 and 4.3.2), none of the parties' respective rights and obligations under this Agreement shall survive the Term. ARTICLE 10 PERIODIC REVIEW OF COMPLIANCE 10.1
City Review.
10.1.1 General. The City shall review compliance with this Development Agreement once each year, on or before March 31 (each, a “Periodic Review”), in accordance with this Article 10 in order to determine whether or not any Developer is out-of-compliance with any specific term or provision of this Agreement. 10.1.2 Separate Ownership. If the Creative Office Phase and the Residential Phase are owned by separate Developers: (a) The Developer of the Creative Office Phase shall not be deemed to be out-of-compliance with this Agreement based solely on failure of the Developer of the Residential Phase to (1) be in compliance with the affordable housing obligations set forth in Sections 2.6.4, 2.7.4(a), 2.7.4(b) or 2.7.5 above, (2) be in compliance with the TDM measures applicable only to the Residential Phase under 60
Section 2.7.1 above if no Creative Office Building has received a Certificate of Occupancy, or (3) pay amounts due to the City solely from the Developer of the Residential Phase under Section 14.1 below. (b) The Developer of the Residential Phase shall not be deemed to be out-of-compliance with this Agreement based solely on failure of the Developer of the Creative Office Phase to (1) be in compliance with the local hiring program described in Exhibit “F-2,” (2) be in compliance with the TDM measures applicable only to the Creative Office Phase under Section 2.7.1 above if no Residential Building has received a Certificate of Occupancy, (3) pay amounts due to the City solely from the Developer of the Creative Office Phase under Section 14.1 below, (4) pay the Affordable Housing Fee if and when required under Section 2.7.4(c), or (5) be in compliance with the internship program described in Exhibit “L”. (c) Except as specifically provided in this Section 10.1.2, both Developers shall be deemed to be out-of-compliance with this Agreement if the Project, or any Phase thereof, fails to comply with any specific term or provision of this Agreement. 10.2 Evidence of Good Faith Compliance. On or before October 1st of each year, Developers shall deliver to the City a joint written report demonstrating that Developers have been in good faith compliance with this Agreement during the twelve (12) month period prior. The written report shall be provided in the form established by the City. For purposes of this Agreement, the phrase “good faith compliance” shall mean the following: (a) compliance by Developers with the requirements of the Existing Regulations, except as otherwise modified by this Agreement; and (b) compliance by Developers with the terms and conditions of this Agreement, subject to the existence of any specified Excusable Delays (as defined in Section 15.8 below) which prevented or delayed the timely performance by Developers of any of its obligations under this Agreement. If only one Developer is out-of-compliance with this Agreement under Section 10.1.2 above, that fact shall be noted in the report. 10.3 Information to be Provided to Developers. Prior to any public hearing concerning the Periodic Review of this Agreement, the City shall deliver to Developers a copy of all staff reports prepared in connection with a Periodic Review, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review. If the City delivers a Notice of Breach pursuant to Section 11.1 below, the City shall concurrently deliver a copy of all staff reports prepared in connection with such Notice of Breach, all written comments from the public and all related exhibits concerning such Notice of Breach. 10.4 Notice of Breach; Cure Rights. If during any Periodic Review, the City reasonably concludes on the basis of substantial evidence that any Developer is not in good faith compliance with this Agreement, then the City may issue and deliver to Developers a written Notice of Breach pursuant to Section 11.1 below, and Developers shall have the opportunity to cure the default identified in the Notice of Breach during the cure periods and in the manner provided by Section 11.2 and Section 11.3, as applicable. 61
10.5 Failure of Periodic Review. The City’s failure to review at least annually compliance with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. 10.6 Termination of Development Agreement. If Developer fails to timely cure any item(s) of non-compliance set forth in a Notice of Breach, then the City shall have the right but not the obligation to initiate proceedings for the purpose of terminating this Agreement pursuant to Section 11.4 below as to the entire Project or one Phase of the Project, as applicable. 10.7 City Cost Recovery. Following completion of each Periodic Review, all Developers, jointly and severally, shall reimburse the City for its actual and reasonable costs incurred in connection with such review. ARTICLE 11 DEFAULT 11.1
Notice and Cure.
11.1.1 Breach. If any Party fails to substantially perform any term, covenant or condition of this Agreement which is required on its part to be performed (a “Breach”), the non-defaulting Party shall have those rights and remedies provided in this Agreement; provided that such non-defaulting Party has first sent a written notice of Breach (a “Notice of Breach”), in the manner required by Section 15.1, specifying the precise nature of the alleged Breach (including references to pertinent Sections of this Agreement and the Existing Regulations or Subsequent Code Changes alleged to have been breached), and the manner in which the alleged Breach may satisfactorily be cured. If the City alleges a Breach by any Developer, the City shall also deliver a copy of the Notice of Breach to any Secured Lender of Developer which has delivered a Request for Notice to the City in accordance with Article 12. 11.1.2 Monetary Breach. In the case of a monetary Breach by any Developer, such Developer shall promptly commence to cure the identified Breach and shall complete the cure of such Breach within thirty (30) business days after receipt by such Developer of the Notice of Breach; provided that if such monetary Breach is the result of an Excusable Delay or the cure of the same is delayed as a result of an Excusable Delay, such Developer shall deliver to the City reasonable evidence of the Excusable Delay. Any Owners Association or any other Developer shall have the right, but not the obligation, to cure the identified Breach within the same period given under this Section 11.1(b) to the Developer committing the identified Breach. 11.1.3 Non-Monetary Breach. In the case of a non-monetary Breach by any Party, the alleged defaulting Party shall promptly commence to cure the identified Breach and shall diligently prosecute such cure to completion; provided that the defaulting Party shall complete such cure within thirty (30) days after receipt of the Notice of Breach or provide evidence of Excusable Delay that prevents or delays the completion of such cure. The thirty (30) day cure period for a non-monetary Breach shall 62
be extended as is reasonably necessary to remedy such Breach; provided that the alleged defaulting Party commences such cure promptly after receiving the Notice of Breach and continuously and diligently pursues such remedy at all times until such Breach is cured. If the alleged defaulting Party is a Developer, any Owners Association or any other Developer shall have the right, but not the obligation, to cure the identified Breach within the same period given under this Section 11.1(c) to the Developer committing the identified Breach. 11.1.4 Excusable Delay. Notwithstanding anything to the contrary contained in this Agreement, the City’s exercise of any of its rights or remedies under this Article 11 shall be subject to the provisions regarding Excusable Delay in Section 15.8 below. 11.2 Remedies for Monetary Default. If there is a Breach by any Developer in the performance of any of its monetary obligations under this Agreement which remains uncured (a) thirty (30) business days after receipt by such Developer of a Notice of Breach from the City and (b) after expiration of Secured Lender’s Cure Period under Section 12.1 (if a Secured Lender of Developer has delivered a Request for Notice to the City in accordance with Section 12.1), then an “Event of Monetary Default” shall have occurred by such Developer and the City shall have available any right or remedy provided in this Agreement, at law or in equity. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy. If and only if the Event of Monetary Default was the failure of the Developer of the Creative Office Phase to pay the In-Lieu Fee if and when required under Section 2.7.4(c) above, the City shall have no rights or remedies against the Developer of the Residential Phase. 11.3
Remedies for Non-Monetary Default.
11.3.1 Remedies of Parties. If any Party receives a Notice of Breach from the other Party regarding a non-monetary Breach, and the non-monetary Breach remains uncured: (a) after expiration of all applicable notice and cure periods, and (b) in the case of a Breach by a Developer, after the expiration of Secured Lender’s Cure Period under Section 12.1 (if a Secured Lender of such Developer has delivered a Request for Notice to the City in accordance with Section 12.1), then an “Event of Non-Monetary Default” shall have occurred and the non-defaulting Party shall have available any right or remedy provided in this Agreement, or provided at law or in equity except as prohibited by this Agreement. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy. If and only if the Event of NonMonetary Default was one described in Section 10.1.2(a), (b) or (c), the City’s rights and remedies shall be limited to the Developer committing the Breach and the City shall have no right or remedy against the other Developer. 11.3.2 Specific Performance. The City and Hines acknowledge that monetary damages and remedies at law generally are inadequate and that specific performance is an appropriate remedy for the enforcement of this Agreement. Therefore, 63
unless otherwise expressly provided herein, the remedy of specific performance shall be available to the non-defaulting party if the other Party causes an Event of Non-Monetary Default to occur. 11.3.3 Writ of Mandate. The City and Hines hereby stipulate that each Developer shall be entitled to obtain relief in the form of a writ of mandate in accordance with Code of Civil Procedure Section 1085 or Section 1094.5, as appropriate, to remedy any Event of Non-Monetary Default by the City of its obligations and duties under this Agreement. Nothing in this Section 11.3.3, however, is intended to alter the evidentiary standard or the standard of review applicable to any action of, or approval by, the City pursuant to this Agreement or with respect to the Project. 11.3.4 No Damages Relief Against City. It is acknowledged by Hines that the City would not have entered into this Agreement if the City were to be liable in damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorneys’ fees and court costs, the City shall not be liable in damages to any Developer and Hines covenants on behalf of itself and its successors in interest not to sue for or claim any damages: (a)
for any default under this Agreement;
(b) for the regulatory taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; or (c) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. The City and Developer agree that the provisions of this Section 11.3.4 do not apply to damages which: (a)
do not arise under this Agreement;
(b) are not with respect to any right or interest conveyed or provided under this Agreement or pursuant to this Agreement; or (c) do not arise out of or which are not connected to any dispute, controversy, or issue regarding the application, interpretation, or effect of the provisions of this Agreement or the application of any City rules, regulations, or official policies. 11.3.5 Enforcement by the City. The City, at its discretion, shall be entitled to apply the remedies set forth in Chapters 1.09 and 1.10 of the SMMC as the same may be amended from time to time and shall follow the notice procedures of Chapter 1.09 and 1.10, respectively, in lieu of Section 11.1 of this Agreement if these remedies are applied.
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11.3.6 No Damages Against Any Developer. It is acknowledged by the City that Hines would not have entered into this Agreement if any Developer were to be liable in damages in connection with any non-monetary default hereunder. Consequently, and except for the payment of attorneys’ fees and court costs, no Developer shall be liable in damages to the City for any nonmonetary default and the City covenants on behalf of itself not to sue for or claim any damages: (a)
for any non-monetary default hereunder; or
(b) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. The City and Developer agree that the provisions of this Section 11.3.6 do not apply for damages which: (a)
are for a monetary default; or
(b) do not arise out of or which are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement to or the application of, any City rules, regulations, or official policies. 11.3.7 No Other Limitations. Except as expressly set forth in this Section 11.3, the provisions of this Section 11.3 shall not otherwise limit any other rights, remedies, or causes of action that either the City or any Developer may have at law or equity after the occurrence of any Event of Non-Monetary Default. 11.4
Modification or Termination of Agreement by City.
11.4.1 Default by Developer. If any Developer causes either an Event of Monetary Default or an Event of Non-Monetary Default, then the City may commence proceedings to modify or terminate this Agreement, or with respect to an Event of Monetary Default or an Event of Monetary Default described in Section 10.1.2(a), (b) or (c) above, proceedings to modify or terminate this Agreement as to one Phase, pursuant to this Section 11.4. 11.4.2 Procedure for Modification or Termination. The procedures for modification or termination of this Agreement by the City for the grounds set forth in Section 11.4.1 are as follows: (a) The City shall provide a written notice to Developers (and to any Secured Lender which has delivered a Request for Notice to the City in accordance of Section 12.1) of its intention to modify or terminate this Agreement unless such Developer (or the Secured Lender) cures or corrects the acts or omissions that constitute the basis of such determinations by the City (a “Hearing Notice”). The Hearing Notice shall be delivered by the City to Developers in accordance with Section 15.1 and shall contain the time and place of a public hearing to be held by the City 65
Council on the determination of the City to proceed with modification or termination of this Agreement. The public hearing shall not be held earlier than: (i) thirty-one (31) days after delivery of the Hearing Notice to Developers or (ii) if a Secured Lender has delivered a Request for Notice in accordance with Section 12.1, the day following the expiration of the “Secured Lender Cure Period” (as defined in Section 12.1). (b) If, following the conclusion of the public hearing, the City Council: (i) determines that an Event of Non-Monetary Default has occurred and (ii) further determines that Developers (or the Secured Lender, if applicable), have not cured (within the applicable cure periods) the acts or omissions that constitute the basis of the determination under clause (i) above or if those acts or omissions could not be reasonably remedied prior to the public hearing, Developers (or the Secured Lender) have not, in good faith, commenced to cure or correct such acts or omissions prior to the public hearing or are not diligently and continuously proceeding therewith to completion, then upon making such conclusions, the City Council may modify or terminate this Agreement. The City cannot unilaterally modify the provisions of this Agreement pursuant to this Section 11.4. Any such modification requires the written consent of Developers. If the City Council does not terminate this Agreement but proposes a modification to this Agreement as a result of the public hearing and Developers do not (within five (5) days of receipt) execute and deliver to the City the form of modification of this Agreement submitted to Developers by the City, then the City Council may elect to terminate this Agreement at any time after the sixth day after Developers’ receipt of such proposed modification. (c) Notwithstanding anything in Section 11.4(b) to the contrary, if the Event of Monetary Default or Event of Non-Monetary Default which has occurred and not been cured relates solely to the Creative Office Phase or the Residential Phase and is one of those failures to act described in Sections 10.1.2(a), (b) or (c) above, such modification or termination shall relate only to the Phase in connection with which the default occurred and shall not affect the continued application of this Agreement to the other Phase. 11.5 Cessation of Rights and Obligations. If this Agreement is terminated by the City, in whole or in part, pursuant to and in accordance with Section 11.4 above, the rights, duties and obligations of the City and the affected Developer(s) under this Agreement shall cease as of the date of such termination except only for those rights and obligations that expressly survive the termination of this Agreement. In such event, any and all benefits, including money received by the City prior to the date of termination shall be retained by the City. 11.6 Completion of Improvements. Notwithstanding the provisions of Sections 11.2, 11.3, 11.4, and 11.5, if prior to termination of this Agreement any Developer has performed substantial work or incurred substantial liabilities in good faith reliance upon a building permit issued by the City, Developers shall have acquired a vested right to complete construction of the Buildings in accordance with the terms of the building permit and occupy or use each such Building upon completion for the uses permitted for that Building as provided in this Agreement. Any Building completed or 66
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 nonconforming buildings and uses unless the Building otherwise complies with the property development standards for the district in which it is located and the use is otherwise permitted or conditionally permitted in the district. ARTICLE 12 MORTGAGEES 12.1 Encumbrances on the Property. This Agreement shall not prevent or limit any Developer (in its sole discretion), from encumbering that portion of the Property (in any manner) owned by such Developer or any portion thereof or any improvement thereon by any mortgage, deed of trust, assignment of rents or other security device securing financing with respect to such portion of the Property (a “Mortgage”). Each mortgagee of a mortgage or a beneficiary of a deed of trust (each, a “Secured Lender”) covering any portion of the Property shall be entitled to the rights and privileges set forth in this Article 12. Any Secured Lender and any proposed Secured Lender may require from the City certain interpretations of this Agreement. The City shall from time to time, upon request made by any Developer, meet with such Developer and representatives of each of its Secured Lenders and/or any proposed Secured Lender to negotiate in good faith any request for interpretation of any part of this Agreement. The City will not unreasonably withhold, condition or delay the delivery to a Secured Lender or proposed Secured Lender of the City’s written response to any such requested interpretation. Copies of any such written interpretation shall be provided to all Developers. 12.1.1 Mortgage Not Rendered Invalid. Except as provided in Section 12.1.2, neither entering into this Agreement nor a Breach of this Agreement, nor any Event of Monetary Default nor any Event of Non-Monetary Default shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. 12.1.2 Priority of Agreement. This Agreement shall be superior and senior to the lien of any Mortgage. Any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by a Secured Lender or its successor in interest (whether pursuant to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination or otherwise) shall be subject to all of the terms and conditions of this Agreement. 12.1.3 Right of Secured Lender to Cure Default. (a) A Secured Lender may give notice to the City, specifying the name and address of such Secured Lender and attaching thereto a true and complete copy of the Mortgage held by such Secured Lender, specifying the portion of the Property that is encumbered by the Secured Lender’s lien (a “Request for Notice”). If the Request for Notice has been given, at the same time the City sends to Developers any Notice of Breach or Hearing Notice under this Agreement, then if such Notice of Breach or Hearing Notice affects the portion of the Property encumbered by the Secured 67
Lender’s lien, the City shall send to such Secured Lender a copy of each such Notice of Breach and each such Hearing Notice from the City to Developers. The copy of the Notice of Breach or the Hearing Notice sent to the Secured Lender pursuant to this Section 12.1.3(a) shall be addressed to such Secured Lender at its address last furnished to the City. The period within which a Secured Lender may cure a particular Event of Monetary Default or Event of Non-Monetary Default shall not commence until the City has sent to the Secured Lender such copy of the applicable Notice of Breach or Hearing Notice. (b) After a Secured Lender has received a copy of such Notice of Default or Hearing Notice, such Secured Lender shall thereafter have a period of time (in addition to any notice and/or cure period afforded to Developers under this Agreement) equal to: (a) ten (10) business days in the case of any Event of Monetary Default and (b) thirty (30) days in the case of any Event of Non-Monetary Default, during which period the Secured Lender may provide a remedy or cure of the applicable Event of Monetary Default or may provide a remedy or cure of the applicable Event of NonMonetary Default; provided that if the cure of the Event of Non-Monetary Default cannot reasonably be completed within thirty days, Secured Lender may, within such 30-day period, commence to cure the same and thereafter diligently prosecute such cure to completion (a “Secured Lender’s Cure Period”). If any Developer has caused an Event of Monetary Default or an Event of Non-Monetary Default, then each Secured Lender shall have the right to remedy such Event of Monetary Default or an Event of NonMonetary Default, as applicable, or to cause the same to be remedied prior to the conclusion of the Secured Lender’s Cure Period and otherwise as herein provided. The City shall accept performance by any Secured Lender of any covenant, condition, or agreement on any Developer’s part to be performed hereunder with the same force and effect as though performed by such Developer. (c) The period of time given to any Secured Lender to cure any Event of Monetary Default or an Event of Non-Monetary Default by any Developer which reasonably requires that said Secured Lender be in possession of the Property to do so, shall be deemed extended to include the period of time reasonably required by said Secured Lender to obtain such possession (by foreclosure, the appointment of a receiver or otherwise) promptly and with due diligence; provided that during such period all other obligations of such Developer under this Agreement, including, without limitation, payment of all amounts due, are being duly and promptly performed. 12.1.4 Secured Lender Not Obligated Under this Agreement. (a) No Secured Lender shall have any obligation or duty under this Agreement to perform the obligations of any Developer or the affirmative covenants of any Developer hereunder or to guarantee such performance unless and until such time as a Secured Lender takes possession or becomes the owner of the estate covered by its Mortgage. If a Secured Lender takes possession or becomes the owner of any portion of the Property, then from and after that date, such Secured Lender shall be obligated to comply with all provisions of this Agreement which previously were the obligation of the Developer previously owning such portion of the Property; provided that such Secured 68
Lender shall not be responsible to the City for any unpaid monetary obligations of any Developer that accrued prior to the date such Secured Lender became the fee owner of such portion of the Property. (b) Nothing in Section 12.1.4(a) is intended, nor should be construed or applied, to limit or restrict in any way the City’s authority to terminate this Agreement, as against any Secured Lender as well as against Developer if any curable Event of Monetary Default or an Event of Non-Monetary Default is not completely cured within the Secured Lender’s Cure Period. ARTICLE 13 TRANSFERS AND ASSIGNMENTS 13.1
Transfers and Assignments.
13.1.1 Not Severable from Ownership Interest in Property. This Agreement shall not be severable from any Developer’s interest in the Property and any transfer of the Property or any portion thereof shall automatically operate to transfer the benefits and burdens of this Agreement with respect to the transferred Property or transferred portions, as applicable. 13.1.2 Transfer Rights. Any Developer may freely sell, transfer, exchange, hypothecate, encumber or otherwise dispose of its interest in the Property, or any portion thereof, without the consent of the City. Any such Developer shall, however, give written notice to the City, in accordance with Section 15.1, of any transfer of the Property, or any portion thereof, disclosing in such notice (a) the identity of the transferee of the Property, or such portion thereof (the “Property Transferee”), (b) the address of the Property Transferee as applicable, and (c) the portion of the Property transferred. 13.2 Release Upon Transfer. Upon the sale, transfer or exchange of the rights and interests of any Developer to the Property, or any portion thereof, such Developer shall be released from its obligations under this Agreement to the extent of such sale, transfer or exchange with respect to the Property, or any portion thereof, if : (a) such Developer has provided written notice of such transfer to City; and (b) the Property Transferee executes and delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of such Developer under this Agreement with respect to the Property in the form of Exhibit “J” attached hereto (the “Assumption Agreement”). Upon such transfer of the Property, or any portion thereof, and the express assumption of the applicable Developer’s obligations under this Agreement by the Property Transferee, the City agrees to look solely to the Property Transferee for compliance with the provisions of this Agreement with respect to that portion of the Property acquired by such Property Transferee and not to the Property Transferor. Any such Property Transferee shall be entitled to the benefits of this Agreement as “Developer” hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1, provided that 69
the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City. Transfer of any portion of the Property shall not affect the rights and obligations of any Developer owning any portion of the Property not being transferred. ARTICLE 14 INDEMNITY TO CITY 14.1 Indemnity. Each Developer agrees to and shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, employees, volunteers and other representatives (collectively referred to as “City Indemnified Parties”) from and against any and all loss, liability, damages, cost, expense, claims, demands, suits, attorney’s fees and judgments (collectively referred to as “Damages”), including but not limited to claims for damage for personal injury (including death) and claims for property damage arising directly or indirectly from the following: (a) for any act or omission of such Developer or those of its officers, board members, agents, employees, volunteers, contractors, subcontractors or other persons acting on its behalf (collectively referred to as the “Applicable Developer Parties”) which occurs during the Term and relates to this Agreement; (b) for any act or omission related to the operations of any of the Applicable Developer Parties, including the maintenance and operation of areas on the Property owned by such Developer accessible to the public. Each Developer’s obligation to defend, indemnify and hold harmless applies to all actions and omissions of the Applicable Developer Parties as described above caused or alleged to have been caused in connection with the Project or Agreement, except to the extent any Damages are caused by the active negligence or willful misconduct of any City Indemnified Parties. This Section 14.1 applies to all Damages suffered or alleged to have been suffered by the City Indemnified Parties regardless of whether or not the City prepared, supplied or approved plans or specifications or both for the Project. No Developer shall be obligated to indemnify the City for the acts, omissions or operations of any Applicable Developer Party of another Developer. 14.2 City’s Right to Defense. The City shall have the right to approve legal counsel retained by any Developer to defend any claim, action or proceeding which such Developer is obligated to defend pursuant to Section 14.1, which approval shall not be unreasonably withheld, conditioned or delayed. If any conflict of interest results during the mutual representation of the City and the applicable Developer in defense of any such action, or if the City is reasonably dissatisfied with legal counsel retained by such Developer, the City shall have the right (a) at such Developer’s costs and expense, to have the City Attorney undertake and continue the City’s defense, or (b) with such Developer’s approval, which shall not be reasonably withheld or delayed, to select separate outside legal counsel to undertake and continue the City’s defense.
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ARTICLE 15 GENERAL PROVISIONS 15.1 Notices. Formal notices, demands and communications between the Parties shall be deemed sufficiently given if delivered to the principal offices of the City or Developer, as applicable, by (i) personal service, or (ii) express mail, Federal Express, or other similar overnight mail or courier service, regularly providing proof of delivery, or (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) facsimile (provided that any notice delivered by facsimile is followed by a separate notice sent within twenty-four (24) hours after the transmission by facsimile delivered in one of the other manners specified above). Such notice shall be addressed as follows: To City: City of Santa Monica 1685 Main Street, Room 204 Santa Monica, CA 90401 Attention: City Manager Fax: (310) 917-6640 With a Copy to: City of Santa Monica 1685 Main Street, Room 212 Santa Monica, CA 90401 Attn: Planning and Community Development Director Fax: (310) 458-3380 To Developer: Hines 444 S. Flower Street, Suite 2100 Los Angeles, CA 90071 Attn: Doug Metzler With a Copy to: Harding Larmore Kutcher & Kozal, LLP 1250 Sixth Street, Suite 200 Santa Monica, California 90401 Attention: Christopher M. Harding, Esq. Notice given in any other manner shall be effective when received by the addressee. Any Party may change the addresses for delivery of notices to such Party by delivering notice to the other Party in accordance with this provision. In the event ownership of the Property is held by more than one Developer, each Developer shall be entitled to provide its address to the City in accordance with this provision and receive copies of notices. If an Owner’s Association has been formed and has given written notice to the City of its formation and an address for notices, copies of all notices given to Developers, or either of them, shall also be given to the Owner’s Association. 71
15.2 Entire Agreement; Conflicts. This Agreement represents the entire agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Agreement be found to be in conflict with any other provision or provisions found in the Existing Regulations, then the provisions of this Agreement shall prevail. Should any of the Conditions of Approval set forth in Section B of Exhibit “D” attached hereto conflict with any of the Mitigation Measures set forth in Section A of Exhibit “D” attached hereto, the more stringent or exacting requirement shall control. 15.3 Binding Effect. The Parties intend that the provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property during the Term for the benefit thereof and that the burdens and benefits thereof shall bind and inure to the benefit of all successors-in-interest to the Parties hereto. Every Party who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Project during the Term is and shall be conclusively deemed to have consented and agreed to every provision contained herein, to the extent relevant to said right, title or interest, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Project. 15.4 Agreement Not for Benefit of Third Parties. This Agreement is made and entered into for the sole protection and benefit of Developer and the City and their respective successors and assigns. Except for the rights given to Secured Lenders under Article 12 above, no other person shall have any right of action based upon any provision of this Agreement. 15.5 No Partnership or Joint Venture. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the City and any Developer or to render any Party liable in any manner for the debts or obligations of the other. 15.6 Estoppel Certificates. Either Party may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing (each, an “Estoppel Certificate”): (a) that this Agreement is in full force and effect, (b) that this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, (c) whether or not, to the knowledge of the responding Party, the requesting Party is in Breach or claimed Breach in the performance of its obligations under this Agreement, and, if so, describing the nature and amount of any such Breach or claimed Breach, and (d) whether or not, to the knowledge of the responding Party, any event has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute an Event of Monetary Default or an Event of Non-Monetary Default and, if so, specifying each such event. A Party receiving a request for an Estoppel Certificate shall execute and return such Certificate within thirty (30) days following the receipt of the request therefor. If the party receiving the request hereunder does not execute and return the certificate in such 30-day period and if circumstances are such that the Party requesting the notice requires such notice as a 72
matter of reasonable business necessity, the Party requesting the notice may seek a second request which conspicuously states “FAILURE TO EXECUTE THE REQUESTED ESTOPPEL CERTIFICATE WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED WAIVER PURSUANT TO SECTIONS 15.6 AND 15.13 OF THE DEVELOPMENT AGREEMENT” and which sets forth the business necessity for a timely response to the estoppel request. If the Party receiving the second request fails to execute the Estoppel Certificate within such 15-day period, it shall be conclusively deemed that the Agreement is in full force and effect and has not been amended or modified orally or in writing, and that there are no uncured defaults under this Agreement or any events which, with passage of time of giving of notice, of both, would constitute a default under the Agreement. The City Manager shall have the right to execute any Estoppel Certificate requested by any Developer under this Agreement. The City acknowledges that an Estoppel Certificate may be relied upon by any Property Transferee, Secured Lender or other party. 15.7 Time. Time is of the essence for each provision of this Agreement of which time is an element. 15.8
Excusable Delays.
15.8.1 In addition to any specific provisions of this Agreement, nonperformance by any Developer of its obligations under this Agreement shall be excused when it has been prevented or delayed in such performance by reason of any act, event or condition beyond the reasonable control of such Developer (collectively, “Excusable Delays”) for any of the following reasons: (a) War, insurrection, walk-outs, riots, acts of terrorism, floods, earthquakes, fires, casualties, acts of God, or similar grounds for excused performances; (b) Governmental restrictions or moratoria imposed by the City or by other governmental entities or the enactment of conflicting State or Federal laws or regulations; (c) The imposition of restrictions or moratoria by judicial decisions or by litigation, contesting the validity, or seeking the enforcement or clarification of, this Agreement whether instituted by any Developer, the City or any other person or entity, or the filing of a lawsuit by any Party arising out of this Agreement or any permit or approval any Developer deems necessary or desirable for the implementation of the Project; (d) The institution of a referendum pursuant to Government Code Section 65867.5 or a similar public action seeking to in any way invalidate, alter, modify or amend the ordinance adopted by the City Council approving and implementing this Agreement; (e) Inability to secure necessary labor, materials or tools, due to strikes, lockouts, or similar labor disputes; and 73
(f) Failure of the City to timely perform its obligations hereunder, including its obligations under Section 7.2 above 15.8.2 Under no circumstances shall the inability of any Developer to secure financing be an Excusable Delay to the obligations of any Developer. 15.8.3 In order for an extension of time to be granted for any Excusable Delay, the applicable Developer must deliver to the City written notice of the commencement of the Excusable Delay within sixty (60) days after the date on which such Developer becomes aware of the existence of the Excusable Delay. The extension of time for an Excusable Delay shall be for the actual period of the delay. 15.8.4 Nothing contained in this Section 15.8 is intended to modify the terms of either Section 5.1.2 or Section 5.5 of this Agreement. 15.9 Governing Law. This Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California. 15.10 Cooperation in Event of Legal Challenge to Agreement. If there is any court action or other proceeding commenced that includes any challenge to the validity, enforceability or any term or provision of this Agreement, then Developers shall, jointly and severally, indemnify, hold harmless, pay all costs actually incurred, and provide defense in said action or proceeding, with counsel reasonably satisfactory to both the City and Developers. The City shall cooperate with Developers in any such defense as Developers may reasonably request. 15.11 Attorneys’ Fees. If any Party commences any action for the interpretation, enforcement, termination, cancellation or rescission of this Agreement or for specific performance for the Breach of this Agreement, the prevailing Party shall be entitled to its reasonable attorneys’ fees, litigation expenses and costs. Attorneys’ fees shall include attorneys’ fees on any appeal as well as any attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment. Such attorneys’ fees shall be paid whether or not such action is prosecuted to judgment. In any case where this Agreement provides that the City or any Developer is entitled to recover attorneys’ fees from the other, the Party so entitled to recover shall be entitled to an amount equal to the fair market value of services provided by attorneys employed by it as well as any attorneys’ fees actually paid by it to third Parties. The fair market value of the legal services for public attorneys shall be determined by utilizing the prevailing billing rates of comparable private attorneys. 15.12 Recordation. The Parties shall cause this Agreement to be recorded against title to the Property in the Official Records of the County of Los Angeles. The cost, if any, of recording this Agreement shall be borne by Hines. 15.13 No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and referring expressly to this Section 15.13. No delay or omission by either Party in exercising any right or power accruing 74
upon non-compliance or failure to perform by the other Party under any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof, except as expressly provided herein. No waiver by either Party of any of the covenants or conditions to be performed by the other Party shall be construed or deemed a waiver of any succeeding breach or nonperformance of the same or other covenants and conditions hereof of this Agreement. 15.14 Construction of this Agreement. The Parties agree that each Party and its legal counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. 15.15 Other Governmental Approvals. Any Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with such Developer in its endeavors to obtain such permits and approvals. 15.15.1 Further Assurances; Covenant to Sign Documents. Each Party shall take all actions and do all things, and execute, with acknowledgment or affidavit, if required, any and all documents and writings, which may be necessary or proper to achieve the purposes and objectives of this Agreement. 15.15.2 Processing. Upon satisfactory completion by any Developer with respect to that portion of the Project owned by such Developer of all required preliminary actions and payments of appropriate processing fees, if any, the City shall, subject to all legal requirements, promptly initiate, diligently process, and complete at the earliest possible time all required steps, and expeditiously act upon any approvals and permits necessary for the development by such Developer of such portion of the Project in accordance with this Agreement, including, but not limited to, the following: (a) the processing of applications for and issuing of all Discretionary Approvals requiring the exercise of judgment and deliberation by City; (b)
the holding of any required public hearings; and
(c) the processing of applications for and issuing of all Technical City Permits requiring the determination of conformance with the Existing Regulations. 15.15.3 No Revocation. The City shall not revoke or subsequently disapprove any approval or future approval for the development of the Project, or any portion thereof, or the Property once issued by the City provided that the development of the Project or the Property, or such portion thereof, is in accordance with such approval. Any disapproval by the City shall state in writing the reasons for such disapproval and the suggested actions to be taken in order for approval to be granted.
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15.15.4 Processing During Third Party Litigation. If any third party lawsuit is filed against the City or any Developer relating to this Agreement or to other development issues affecting the Property, or any portion thereof, the City shall not delay or stop the development, processing or construction of the Property or such portion thereof, or issuance of the Technical City Permits, unless the third party obtains a court order preventing the activity. The City shall not stipulate to or fail to oppose the issuance of any such order unless requested in writing to do so by such Developer. Notwithstanding the foregoing and without prejudice to the provisions of Section 15.8.1(c), after service on the City or Developer of the initial petition or complaint challenging this Agreement or the Project, or any portion thereof, Developer may apply to the Planning Director for a tolling of the applicable deadlines for Developer to otherwise comply with this Agreement. Within 40 days after receiving such an application, the Planning Director shall, in writing and in his or her sole discretion, either toll the time period for compliance with the applicable deadlines during the pendency of the litigation, not to exceed five years, or deny the requested tolling. 15.15.5 State, Federal or Case Law. Where any state, federal or case law allows the City to exercise any discretion or take any act with respect to that law, the City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Agreement and (ii) take such other actions as may be necessary to carry out in good faith the terms of this Agreement. 15.16 Venue. Any legal action or proceeding among the Parties arising out of this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. 15.17 Exhibits. The following exhibits which are part of this Agreement are attached hereto and each of which is incorporated herein by this reference as though set forth in full: Exhibit “A”
Legal Description of the Property
Exhibit “B”
Project Plans
Exhibit “C”
Permitted Fees and Exactions
Exhibit “D”
Mitigation Measures and Conditions
Exhibit “E”
SMMC Article 9 (Planning andZoning)
Exhibit "F-1"
Local Hiring Program for Construction
Exhibit “F-2”
Local Hiring Program for Permanent Employment
Exhibit "G"
Permitted Uses
Exhibit “H”
Infrastructure Security Schedule
Exhibit “I”
Use of Open Space
Exhibit “I-1”
Plaza 76
Exhibit “I-2”
Pedestrian Pathways
Exhibit “I-3”
Neighborhood Parks
Exhibit “J”
Assignment and Assumption Agreement
Exhibit “K”
Alcohol Conditions
Exhibit “L”
Internship Program
Exhibit “M”
Tentative Tract Map No. ___
Exhibit “N”
Grade Diagram
Exhibit “O”
Conceptual Typical Street Sections for Temporary Improvements
Exhibit “P-1”
Nebraska Extension Easement Area
Exhibit “P-2”
Olympic Sidewalk Easement Area
Exhibit “P-3”
New Western Street Easement Area
Exhibit “P-4”
New Eastern Street Easement Area
Exhibit “P-5”
26th Street Sidewalk Easement Area
Except as to the Project Plans (attached hereto as Exhibit “B”) which shall be treated in accordance with Section 2.1 above, the text of this Agreement shall prevail in the event that any inconsistencies exist between the Exhibits and the text of this Agreement. 15.18 Counterpart Signatures. The Parties may execute this Agreement on separate signature pages which, when attached hereto, shall constitute one complete Agreement. 15.19 Certificate of Performance. Upon the completion of the Project, or any Phase thereof, or upon performance of this Agreement or its earlier revocation and termination, the City shall provide any Developer, upon such Developer’s request, with a statement (“Certificate of Performance”) evidencing said completion, termination or revocation and the release of such Developer from further obligations hereunder, except for any further obligations which survive such completion, termination or revocation. The Certificate of Performance shall be signed by the appropriate agents of such Developer and the City and shall be recorded against title to the affected portion of the Property in the Official Records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093. 15.20 Interests of Hines. Hines represents to the City that, as of the Effective Date, it is the owner of the entire Property, subject to encumbrances, easements, covenants, conditions, restrictions, and other matters of record. 15.21 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between the City and all Developers. During the Term of this 77
Agreement, clarifications to this Agreement and the Existing Regulations may be appropriate with respect to the details of performance of the City and any Developer. If and when, from time to time, during the term of this Agreement, the City and any Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by the City and such Developer, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by the City and such, or any other, Developer. Operating memoranda are not intended to and cannot constitute an amendment to this Agreement but mere ministerial clarifications, therefore public notices and hearings shall not be required for any operating memorandum. The City Attorney shall be authorized, upon consultation with, and approval of, any Developer, to determine whether a requested clarification may be effectuated pursuant to the execution and delivery of an operating memorandum or whether the requested clarification is of such character to constitute an amendment of this Agreement which requires compliance with the provisions of Section 8.1 above. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further action by the City Council. 15.22 Acknowledgments, Agreements and Assurance on the Part of Developer. 15.22.1 Developer’s Faithful Performance. The Parties acknowledge and agree that Developer’s faithful performance in developing the Project on the Property and in constructing and installing certain public improvements pursuant to this Agreement and complying with the Existing Regulations will fulfill substantial public needs. The City acknowledges and agrees that there is good and valuable consideration to the City resulting from Developer’s assurances and faithful performance thereof and that same is in balance with the benefits conferred by the City on the Project. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. Developer acknowledges that the consideration is reasonably related to the type and extent of the impacts of the Project on the community and the Property, and further acknowledges that the consideration is necessary to mitigate the direct and indirect impacts caused by Developer on the Property. 15.22.2 Obligations to be Non-Recourse. As a material element of this Agreement, and in partial consideration for Developer’s execution of this Agreement, the Parties each understand and agree that the City’s remedies for breach of the obligations of Developer under this Agreement shall be limited as described in Sections 11.2 through 11.4 above. 15.23 Not a Public Dedication. Except for the easements to be dedicated to the City pursuant to Section 2.7.2, nothing in this Agreement shall be deemed to be a gift or dedication of the Property, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property subject to Exhibit “I” of this Agreement. Every Developer shall have the right to prevent or 78
prohibit the use of that portion of the Property and the Project owned by such Developer, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose inimical to the development of such portion of the Project, including without limitation to prevent any person or entity from obtaining or accruing any prescriptive or other right to use such portion of the Property or the Project. The easements to be dedicated to the City under Section 2.7.2 above shall be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City shall not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Property that would deprive Developer of the material benefits of this Agreement or would materially and unreasonably interfere with the development of the Project as contemplated by this Agreement. 15.24 Other Agreements. The City acknowledges that certain additional agreements may be necessary to effectuate the intent of this Agreement and facilitate development of the Project. The City Manager or his/her designee is hereby authorized to prepare, execute, and record those additional agreements. 15.25 Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Adoption Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.
79
This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. HINES: HINES 26TH STREET, LLC, a Delaware limited liability company By: _________DRAFT______________ Name: ___________________________ Title: ____________________________
By: ________DRAFT_______________ Name: __________________________ Title: ___________________________ CITY: CITY OF SANTA MONICA, a municipal corporation By: ________DRAFT_______________ Name: ___________________________ Title: _____________________________ ATTEST: By: ________DRAFT_______________ Name: ______________________________ City Clerk APPROVED AS TO FORM: By: ________DRAFT_______________ Name: ______________________________ City Attorney
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EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY
REAL PROPERTY IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF THE RANCHO SAN VICENTE SANTA MONICA, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 955 PAGE 142 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LAND, DISTANT THEREON NORTH 75° 32' 40" EAST, 232.38 FEET FROM THE NORTH WESTERLY CORNER THEREOF, SAID POINT ALSO BEING THE MOST EASTERLY CORNER OF LOT 5 OF TRACT NO. 9774, AS PER MAP RECORDED IN BOOK 140 PAGES 64 TO 66 INCLUSIVE OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 75° 32' 40" EAST 816.62 FEET; THENCE SOUTH 17° 14' 04" EAST 221.91 FEET TO THE POINT OF INTERSECTION WITH THE NORTHERLY LINE OF OLYMPIC BOULEVARD, 110 FEET WIDE, AS ESTABLISHED BY DEED RECORDED IN BOOK 22850 PAGE 90 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID NORTHERLY LINE BEING A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1945.00 FEET AND THE RADIAL LINE FROM SAID POINT OF INTERSECTION HAVING A BEARING OF NORTH 27° 26' 18" WEST; THENCE SOUTHWESTERLY ALONG SAID CURVE 281.29 FEET TO ITS POINT OF TANGENCY WITH A CURVE CONCAVE SOUTHEASTERLY, HAVING RADIUS OF 11,778.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, 613.92 FEET TO ITS POINT OF INTERSECTION WITH A CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 892.00 FEET AND THE RADIAL LINE TO SAID LAST MENTIONED CURVE FROM SAID POINT OF INTERSECTION HAVING A BEARING OF NORTH 84° 10' 12" WEST; THENCE NORTHERLY ALONG SAID LAST MENTIONED CURVE, 336.15 FEET; THENCE NORTH 60° 49' 01" EAST, 5.67 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION OF SAID LAND INCLUDED WITHIN THE LAND DESCRIBED IN THE DEEDS TO CITY OF SANTA MONICA, RECORDED MAY 15, 1959 AS INSTRUMENT NO. 471 IN BOOK D-467 PAGE 892 AND RECORDED OCTOBER 14, 1977 AS INSTRUMENT NO. 77-1143449, BOTH OF OFFICIAL RECORDS. ALSO EXCEPT ALL OF THE MINERALS, HYDROCARBON SUBSTANCES AND MINERAL RIGHTS OF EVERY CLASS, CHARACTER AND KIND WHATSOEVER, PERTAINING TO OR LYING BELOW THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON SAID SURFACE OR THE RIGHT TO USE SAID SURFACE, AS GRANTED IN THE DEED FROM BIRCH INVESTMENT, INC., A CORPORATION, TO WESTERN REPUBLIC CO., LTD., A LIMITED A-1
PARTNERSHIP, DOING BUSINESS AS FAR WESTERN HEMISPHERE OIL EXPLORATION CO., RECORDED MARCH 3, 1959 IN BOOK D-386 PAGE 472, OFFICIAL RECORDS. PARCEL 2: THAT PORTION OF THE RANCHO SAN VICENTE Y SANTA MONICA, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 955 PAGE 142 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LAND, DISTANT THEREON NORTH 75° 32' 40" EAST 1049.00 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND, SAID POINT ALSO BEING DISTANT NORTH 75° 32' 40" EAST, 816.62 FEET FROM THE MOST EASTERLY CORNER OF LOT 5 OF TRACT NO. 9774. AS PER MAP RECORDED IN BOOK 104 PAGES 64 TO 66 INCLUSIVE OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 75° 32' 40" EAST 298.38 FEET; THENCE SOUTH 20° 51' 48" EAST, 140.62 FEET TO THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 110 FEET WIDE, AS ESTABLISHED BY DEED RECORDED IN BOOK 22850 PAGE 90, OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG SAID NORTHWESTERLY LINE, SOUTH 60° 06' 22" WEST 230.84 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE 83.35 FEET TO A LINE THAT BEARS SOUTH 17° 14' 04" EAST FROM THE POINT OF BEGINNING; THENCE NORTH 17° 14' 04" WEST 221.91 FEET TO POINT OF BEGINNING. EXCEPT THERE FROM ALL OF THE MINERALS, HYDROCARBON SUBSTANCES AND MINERAL RIGHTS OF EVERY CLASS, CHARACTER AND KIND WHATSOEVER, WHATSOEVER, PERTAINING TO OR LYING BELOW THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON SAID SURFACE OR THE RIGHT TO USE SAID SURFACE, AS GRANTED IN THE DEED FROM BIRCH INVESTMENT, INC., A CORPORATION, TO WESTERN REPUBLIC CO., LTD., A LIMITED PARTNERSHIP, DOING BUSINESS AS FAR WESTERN HEMISPHERE OIL EXPLORATION CO., RECORDED MARCH 3, 1959 IN BOOK D-386 PAGE 472, OFFICIAL RECORDS. PARCEL 3: A NON EXCLUSIVE EASEMENT FOR RAILROAD SPUR PURPOSES, OVER THE FOLLOWING DESCRIBED LAND: THAT PORTION OF PARCEL 3 OF LOS ANGELES COUNTY ASSESSOR'S MAP NO. 74, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 1 PAGES 38 AND 39 OF LOS ANGELES COUNTY ASSESSOR'S MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: THE RIGHT, PRIVILEGE AND EASEMENT TO USE FOR RAILROAD SPUR PURPOSES A STRIP OF LAND OF A UNIFORM WIDTH OF 20.00 FEET LYING 10.00 FEET ON EITHER SIDE OF THE FOLLOWING DESCRIBED A-2
CENTER LINE: BEGINNING AT A POINT ON THE NORTHERLY BOUNDARY OF PARCEL 2, AS SHOWN ON SAID ASSESSOR'S MAP NO. 74, DISTANT THEREON NORTH 45° 14' 35" EAST 15.00 FEET FROM THE MOST WESTERLY CORNER OF SAID PARCEL 2; THENCE PARALLEL WITH THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2, SOUTH 44° 54' 25" EAST 461.19 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 345.00 FEET, SAID CURVE BEING TANGENT AT ITS POINT OF ENDING TO A CURVE HAVING A RADIUS OF 11,788.44 FEET, CONCENTRIC AND DISTANT NORTHWESTERLY 10.00 FEET FROM THE CURVE SOUTHEASTERLY BOUNDARY OF SAID PARCEL 3, SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE EASTERLY, ALONG SAID CURVE, 400.15 FEET TO THE END THEREOF; THENCE, NORTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 11,788.44 FEET, AN ARC DISTANCE OF 164.00 FEET, MORE OR LESS, TO THE WESTERLY SIDE LINE OF 26TH STREET AS DESCRIBED AS PARCEL 2 IN DECREE OF CONDEMNATION ENTERED AS CASE NO. S. M. C. 6063 IN THE SUPERIOR COURT OF THE COUNTY OF LOS ANGELES. EXCEPT FROM THE ABOVE DESCRIBED PARCEL OF LAND THAT PORTION LYING SOUTHWESTERLY OF A LINE PARALLEL AND/OR CONCENTRIC WITH AND 10.00 FEET NORTHEASTERLY MEASURED RADIALLY OR AT RIGHT ANGLES FROM THE NORTHEASTERLY LINE OF PARCEL 2 OF SAID L. A. C. A. MAP NO. 74. PARCEL 4: PARCEL 8 OF LOS ANGELES COUNTY ASSESSOR MAP #74 IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 39 OF LOS ANGELES COUNTY ASSESSOR MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO THAT PORTION OF PARCEL 9 OF SAID LOS ANGELES COUNTY ASSESSOR MAP #74 DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 9, THENCE NORTH 20° 51' 48" WEST ALONG THE WESTERLY LINE OF PARCEL 9 A DISTANCE OF 140.62 FEET TO THE NORTHERLY LINE OF SAID PARCEL; THENCE NORTH 75° 32' 40" EAST ALONG THE NORTHERLY LINE DISTANCE OF 166.00 FEET TO A POINT ON THE WESTERLY LINE OF STEWART STREET POINT BEING ON A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 460.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, 20.91 FEET TO A POINT, A RADIAL LINE TO SAID POINT BEARS NORTH 59° 06' 12" EAST, THENCE SOUTH 75° 32' 40" WEST PARALLEL WITH THE NORTHERLY LINE OF PARCEL 9 A DISTANCE OF 111.23 FEET; THENCE SOUTH 29° 53' 38" EAST A DISTANCE OF 103.41 FEET TO THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 117 FEET WIDE, THENCE SOUTH 60 DEG 06' 22" WEST ALONG THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD 75.70 FEET TO THE POINT OF BEGINNING. PARCEL 5: THAT PORTION OF PARCEL 9 OF LOS ANGELES COUNTY ASSESSOR MAP #74, IN THE CITY OF SANTA MONICA, COUNTY OF LOS A-3
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 39 OF LOS ANGELES COUNTY ASSESSOR MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHEASTERLY BOUNDARY OF SAID PARCEL 9, DISTANT THEREON NORTH 60° 06' 22" EAST, 75.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID PARCEL 9, THENCE ALONG SAID SOUTHEASTERLY BOUNDARY, ALSO BEING THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 117 FEET WIDE, NORTH 60° 06' 22" EAST 82.29 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 25 FEET; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 39.27 FEET; THENCE NORTH 29° 53' 38" WEST, 40.75,FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 460 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 8.05 FEET TO A POINT, A RADIAL LINE TO SAID POINT BEARS NORTH 59° 06' 12" EAST, THENCE SOUTH 75° 32' 40" WEST PARALLEL WITH THE NORTHERLY LINE OF PARCEL 9 A DISTANCE OF 111.23 FEET; THENCE SOUTH 29° 53' 38" EAST 103.41 FEET TO THE POINT OF BEGINNING. APN: 4268-001-040 and 4268-001-048
A-4
EXHIBIT “B” PROJECT PLANS On file with City of Santa Monica
EXHIBIT “C” PERMITTED FEES AND EXACTIONS
1.
Each Developer shall pay the following fees and charges that are within the City’s jurisdiction and at the rate in effect at the time payments are made with respect to the Building being processed by such Developer: (a)
Upon submittal for Architectural Review Board (ARB) review, Developer shall pay City fees for processing of ARB applications;
(b)
Upon submittal for plan check, Developer shall pay City plan check fees;
(c)
Prior to issuance of a construction permit for any Building, the applicable Developer shall pay the following City fees and all other standard fees imposed on similar development projects, except to the extent such fees are specifically addressed in this Agreement.
(d)
Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping, Excavation and Shoring Permit fees (collected by Buildings & Safety)
Shoring Tieback fee (collected by EPWM) except that no shoring tieback fee shall be required for tiebacks on any portion of the Property, including, without limitation, that portion of the Property on which the new streets have been constructed;
Park and Recreation Facilities Tax (SMMC Section 6.80). Each Developer of a Residential Building shall pay a fee of $200.00 per residential unit, due and payable at the time of issuance of a building permit for the construction of such Building.
Construction and Demolition (C&D) Waste Management fee (SMMC Section 7.60.020) (collected by EPWM) (collected by EPWM)
Wastewater Capital Facilities Fee (SMMC Section 7.04.460) (collected by EPWM)
Water Capital Facilities Fee & Water Meter Instillation fee (Water Meter Permit fee) (SMMC Section 7.12.090) (collected by EPWM)
Fireline Meter fee (SMMC Section 7.12.090) (collected by EPWM) Upon inspection of any Building in the Project during the course of construction of such Building, City inspection fees, not to exceed a reasonable cost for a reasonable number of inspections.
C-1
These fees shall be reimbursed to such Developer in accordance with the City's standard practice should such Developer not proceed with development of the Building. 2.
Prior to issuance of permits for any construction work in the public right-of-way, or use of public property, the applicable Developer shall pay the following City fees:
Use of Public Property Permit fees (SMMC 7.04.670) (EPWM)
Utility Excavation Permit fee (SMMC 7.04.010) (EPWM)
Street Permit fee (SMMC 7.04.790) (EPWM)
3.
Developers shall, collectively, reimburse the City for its actual costs to monitor environmental mitigation measures. The City shall bill Developers for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developers shall submit payment to the City within 30 days.
4.
Developers shall, collectively, reimburse the City for its ongoing actual costs to monitor the Project’s compliance with this Development Agreement. The City shall bill Developers for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developers shall submit payment to the City within 30 days.
C-2
EXHIBIT “D” MITIGATION MEASURES AND CONDITIONS OF APPROVAL
D-1
SECTION A - MITIGATION MEASURES 1.
MM4.2-1 The Applicant shall require by contract specifications that all diesel-powered equipment used will be retrofitted with after-treatment products (e.g., engine catalysts and diesel particulate filters). The engine catalysts shall achieve a minimum reduction of 15 percent for NOX. The diesel particulate filters shall meet EPA Tier 3 standards, consistent with CARB approved Truck and Bus Regulation requirements in affect at the time the contract is approved. Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit.
2.
MM4.2-2 The Applicant shall require by contract specifications that all heavy-duty diesel-powered equipment operating and refueling at the project site use low-NOX diesel fuel to the extent that it is readily available and cost effective (up to 125 percent of the cost of California Air Resources Board diesel) in the South Coast Air Basin (this does not apply to diesel-powered trucks traveling to and from the project site). Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit.
3.
MM4.2-3 The Applicant shall require by contract specifications that all heavy-duty diesel-powered equipment operations at the project site will utilize a phased-in emission control technology in advance of a regulatory requirement such that 30 percent of the fleet will meet USEPA Tier 4 engine standards for particulate matter control (or equivalent) starting in 2013 and for the duration of the project, consistent with CARB approved Truck and Bus Regulation requirements in affect at the time the contract is approved.
4.
MM4.2-4 The Applicant shall require by contract specifications that construction equipment engines be maintained in good condition and in proper tune per manufacturer’s specification for the duration of construction. Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit.
5.
MM4.2-5 The Applicant shall require by contract specifications that construction operations rely on the electricity infrastructure surrounding the construction site rather than electrical generators powered by internal combustion engines. Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit.
6.
MM4.2-6 As required by South Coast Air Quality Management District Rule 403—Fugitive Dust, all construction activities that are capable of generating fugitive dust are required to implement dust control measures during each phase of project development to reduce the amount of particulate matter entrained in the ambient air. These measures include the following: D-2
a. b. c. d. e. f. g. h. i.
j.
Application of soil stabilizers to inactive construction areas Quick replacement of ground cover in disturbed areas Watering of exposed surfaces three times daily Watering of all unpaved haul roads three times daily Covering all stock piles with tarp Reduction of vehicle speed on unpaved roads Post signs on-site limiting traffic to 15 miles per hour or less Sweep streets adjacent to the project site at the end of the day if visible soil material is carried over to adjacent roads Cover or have water applied to the exposed surface of all trucks hauling dirt, sand, soil, or other loose materials prior to leaving the site to prevent dust from impacting the surrounding areas Install wheel washers where vehicles enter and exit unpaved roads onto paved roads to wash off trucks and any equipment leaving the site each trip
7.
MM4.2-7 The Applicant shall require by contract specifications that construction-related equipment, including heavy-duty equipment, motor vehicles, and portable equipment, shall be turned off when not in use for more than 5 minutes. Diesel-fueled commercial motor vehicles with gross vehicular weight ratings of greater than 10,000 pounds shall be turned off when not in use for more than 5 minutes. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica.
8.
MM4.2-8 The Applicant shall require by contract specifications that construction parking be configured to minimize traffic interference during the construction period and, therefore, reduce idling of traffic. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica.
9.
MM4.2-9 The Applicant shall require by contract specifications that temporary traffic controls are provided, such as a flag person, during all phases of construction to facilitate smooth traffic flow. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica.
10.
MM4.2-10 The Applicant shall require by contract specifications that construction activities that would affect traffic flow on the arterial system be scheduled to off-peak hours (9:30 am to 5:00 pm). Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica
11.
MM4.2-11 The Applicant shall require by contract specifications that trackout roads will meet SCAQMD Table XI-C standards to achieve a 46 percent reduction in PM10.The construction contractor shall install gravel bed trackout D-3
apron (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or row of stakes) to reduce mud/dirt trackout from unpaved truck exit routes. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 12.
MM4.2-12 The Applicant shall require by contract specifications that the architectural coating (paint and primer) products used have a VOC rating of 125 grams per liter or less. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica.
13.
MM4.2-13 The Applicant shall require by contract specifications that materials that do not require painting be used during construction to the extent feasible. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica.
14.
MM4.2-14 The Applicant shall require by contract specifications that prepainted construction materials be used to the extent feasible. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica.
15.
MM4.2-15 Prior to issuance of a building permit, the Applicant shall demonstrate that the design of the proposed buildings or structures exceeds current Title 24 requirements (as provided for in the 2010 Green Building Code [Title 24, Part 11]) by a minimum of 15 percent, subject to review by the City of Santa Monica. Documentation of compliance with this measure shall be provided to the Planning Department for review and approval prior to issuance of the permit. Installation of the identified design features or equipment will be confirmed by the City of Santa Monica prior to certificate of occupancy. Any combination of the following design features may be used to fulfill this mitigation provided that the total increase in efficiency meets or exceeds 15 percent: a. Increase in insulation such that heat transfer and thermal bridging is minimized b. Limit air leakage through the structure or within the heating and cooling distribution system to minimize energy consumption c. Incorporate dual-paned or other energy efficient windows d. Incorporate energy efficient space heating and cooling equipment e. Incorporate energy efficient light fixtures f. Incorporate energy efficient appliances g. Incorporate energy efficient domestic hot water systems h. Incorporate solar panels into the electrical system i. Incorporate cool roofs/light-colored roofing j. Or other measures that will increase the energy efficiency of building envelope in a manner that when combined with the other options listed D-4
above exceeds current Title 24 Standards (as provided for in the 2010 Green Building Code [Title 24, Part 11]) by a minimum of 15 percent 16.
MM4.2-16 The Applicant shall ensure that designs include all illumination elements to have controls to allow selective use as an energy conservation measure.
17.
MM4.2-17 Prior to issuance of any certificate of occupancy, the Applicant shall demonstrate that all interior building lighting supports the use of compact fluorescent light bulbs or equivalently efficient lighting to the satisfaction of the City of Santa Monica.
18.
MM4.2-18 The Applicant shall ensure that maintenance activities during operation of the proposed project requiring the reapplication of architectural coating (paint and primer) shall use products that have a low to no VOC rating.
19.
MM4.3-1 Avoidance of Nesting Birds. To prevent impacts to nesting birds protected under the MBTA and California Fish and Game Code, the project applicant shall enforce the following: a. Where suitable vegetation and structures for nesting birds occur within 200 feet of project construction activities, all phases of project construction shall avoid the general nesting season (March 1 through August 31).
20.
b.
If construction cannot avoid the general nesting season, the project applicant shall retain a qualified biologist to conduct a pre-construction survey for nesting birds prior to clearing, grading and/or construction activities on the project site. The survey shall be conducted within 72 hours prior to the start of construction.
c.
If any nesting birds are present within or immediately adjacent to the proposed project construction area, the following shall be required: i. The project applicant shall retain a qualified biologist to flag and demarcate the location of all nesting birds and monitor construction activities. Temporary avoidance of active bird nests, including the enforcement of an avoidance buffer of 25 to 200 feet, as determined by the qualified biological monitor, shall be required until the qualified biological monitor has verified that the young have fledged or the nest has otherwise become inactive. Documentation of the nesting bird surveys and any follow-up monitoring, as necessary, shall be provided to the City within 10 days of completing the final survey or monitoring event.
MM4.3-2 Mature Tree Preservation. Prior to commencement of construction activities and/or the removal or planting of any tree species within the project area, the project applicant shall coordinate with the City of Santa Monica Director D-5
of Recreation and Parks and the City of Santa Monica Director of General Services to obtain the proper tree permits and delineate any applicable Tree Protection Zone areas, in compliance with the City of Santa Monica Tree Code and the City of Santa Monica Urban Forest Master Plan. 21.
MM4.3-3 Tree Relocation and Removal Plan. The project applicant shall prepare a Tree Relocation and Removal Plan that clearly identifies the trees to be impacted, the reasons for the proposed removals or relocations, and shall contain the following information: a. The appraised value of the tree in relation to its relocation cost b. Existing utilities and other elements of the City’s infrastructure c. The suitability of the tree for relocation, i.e., tree age, health, root and canopy structure d. The mature size of the tree e. Impact the relocated tree will have on the new site f. Long term and short term maintenance and irrigation requirements g. Chances of surviving relocation h. Public input obtained as part of the project’s community design process i. Environmental benefits of the tree j. Aesthetic and/or cultural value The final Tree Relocation and Removal Permit shall be approved by the City Council as part of their approval of final project design.
22.
MM4.3-4 Coral Tree Replacement. Coral trees removed as a result of the proposed project and that cannot be relocated shall be replaced on a 2:1 basis. Replacement coral trees shall consist of a minimum of 36-inch box trees. The replacement coral trees shall be planted within the Olympic Boulevard to the extent that a relocation site is available as identified by the City of Santa Monica’s Community Forester.
23.
MM4.4-1 The applicant shall prepare, implement and maintain a Construction Impact Mitigation Plan prior to issuance of a building permit to adequately manage traffic during construction and shall be designed to: a. Prevent traffic impacts on the surrounding roadway network b. Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable c. Ensure safety for both those constructing the project and the surrounding community d. Prevent substantial truck traffic through residential neighborhoods The Construction Impact Mitigation Plan shall be subject to review and approval by the following City departments: Public Works Department, Fire, Planning and Community Development and Police to ensure that the Plan has been designed in D-6
accordance with this mitigation measure. This review shall occur prior to issuance of grading or building permits. It shall, at a minimum, include the following: Ongoing Requirements throughout the Duration of Construction A detailed traffic control plan for work zones shall be maintained. At a minimum, this shall include parking and travel lane configurations; 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 AM and 4:00 PM. This work includes dirt and demolition material hauling and construction material delivery. Work within the public right-of-way outside of these hours shall only be allowed after the issuance of an afterhours construction permit. Streets and equipment shall be cleaned in accordance with established PW requirements. Trucks shall only travel on a City-approved construction route. Truck queuing/staging shall not be allowed on Santa Monica streets. Limited queuing may occur on the construction site itself. Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be on site, with a minimum amount of materials within a work area in the public right-of-way, subject to a current Use of Public Property Permit. Any requests for work before or after normal construction hours within the public right-of-way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. Provision of off-street parking for construction workers, which may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica. Project Coordination Elements That Shall Be Implemented Prior to Commencement of Construction The applicant shall advise the traveling public of impending construction activities (e.g., information signs, portable message signs, media listing/notification, implementation of an approved traffic control plan). 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-ofway. D-7
24.
The applicant shall provide timely notification of construction schedules to all affected agencies (e.g., Big Blue Bus, Police Department, Fire Department, Public Works Department, and Planning and Community Development Department) and to all owners and residential and commercial tenants of property within a radius of 500 feet. The applicant shall coordinate construction work with affected agencies in advance of start of work. Approvals may take up to two weeks per each submittal. The applicant shall obtain Transportation Management Division approval of any haul routes for earth, concrete, or construction materials and equipment hauling.
MM4.5-1 In the event that any prehistoric or historic-period subsurface archaeological features or deposits, including locally darkened soil (“midden”), that could conceal cultural deposits, animal bone, obsidian, and/or mortar are discovered during demolition/construction-related earth-moving activities, all ground-disturbing activity within a 100-meter radius of the resources shall be halted immediately, and the City of Santa Monica Planning and Community Development Director shall be notified within 24 hours. The project applicant shall retain an archaeologist who meets the Secretary of the Interior’s professional qualifications for Archaeology. The Planning and Community Development Director shall consult with the archeologist to assess the significance of the find. Impacts to any significant resources shall be mitigated to a less-than-significant level through data recovery or other methods determined adequate by the Planning and Community Development Director and that are consistent with the Secretary of the Interior's Standards for Archaeological Documentation. If Native American archaeological, ethnographic, or spiritual resources are discovered, all identification and treatment of the resources shall be conducted by a qualified archaeologist and Native American representatives who are approved by the local Native American community as scholars of the cultural traditions. In the event that no such Native American is available, persons who represent tribal governments and/or organizations in the locale in which resources could be affected shall be consulted. When historic archaeological sites or historic architectural features are involved, all identification and treatment is to be carried out by historical archaeologists or architectural historians who meet the Secretary of the Interior’s professional qualifications for Archaeology and/or Architectural History.
25.
MM4.5-2 Should paleontological resources be identified at any project construction sites during any phase of construction, the construction manager shall cease operation within a 100-meter radius of the discovery and immediately notify the City of Santa Monica Planning and Community Development Department. The project proponent shall retain a qualified paleontologist to provide an evaluation of the find and to prescribe mitigation measures to reduce impacts to a less-than-significant level. In considering any suggested mitigation D-8
proposed by the consulting paleontologist, the Planning and Community Development Department shall determine whether avoidance is necessary and feasible in light of factors such as the nature of the find, project design, costs, land use assumptions, and other considerations. If avoidance is unnecessary or infeasible, other appropriate measures (e.g., data recovery) shall be instituted. Work may proceed on other parts of the project site while mitigation for paleontological resources is carried out. 26.
MM4.5-3 If human remains are discovered during any demolition/construction activities, all ground-disturbing activity within a 100meter radius of the remains shall be halted immediately, and the Los Angeles County coroner shall be notified immediately, according to Section 5097.98 of the state Public Resources Code and Section 7050.5 of California’s Health and Safety Code. If the remains are determined by the County coroner to be Native American, the Native American Heritage Commission (NAHC) shall be notified within 24 hours, and the guidelines of the NAHC shall be adhered to in the treatment and disposition of the remains. The project applicant shall also retain a professional archaeologist with Native American burial experience to conduct a field investigation of the specific site and consult with the Most Likely Descendant, if any, identified by the NAHC. As necessary, the archaeologist may provide professional assistance to the Most Likely Descendant, including the excavation and removal of the human remains. The City of Santa Monica Planning and Community Development Director shall be responsible for approval of recommended mitigation as it deems appropriate, taking account of the provisions of state law, as set forth in CEQA Guidelines Section 15064.5(e) and Public Resources Code Section 5097.98. The project applicant shall implement approved mitigation, to be verified by the City of Santa Monica Planning and Community Development Director, before the resumption of ground-disturbing activities within a 100-meter radius of where the remains were discovered.
27.
MM4.6-1 Prior to issuance of a grading permit, a California-licensed Civil Engineer (Geotechnical) shall prepare and submit to the City of Santa Monica Building and Safety Department a detailed soils and geotechnical analysis. An evaluation of onsite faulting shall be performed in accordance with the City of Santa Monica’s Guidelines for Geotechnical Reports (City of Santa Monica, 2010) in order to establish fault locations and potential recency of activity. This evaluation may require subsurface exploration. The report shall include soil sampling and laboratory testing of materials to provide detailed recommendations for grading, chemical and fill properties, expansive soils, soil erosion, and landscaping.
28.
MM4.6-2 The proposed project shall comply with the recommendations of the final soils and geotechnical report. These recommendations shall be implemented in the design of the project, including but not limited to measures associated with site preparation, fill placement, temporary shoring and permanent dewatering, groundwater seismic design features, excavation stability, D-9
foundations, soil stabilization, establishment of deep foundations, concrete slabs and pavements, surface drainage, cement type and corrosion measures, erosion control, shoring and internal bracing, and plan review. 29.
MM4.6-3 The proposed project structure shall not be supported directly on the landfill materials. If the landfill materials could not be completely removed, the structures within the limits of the landfill material shall be supported on pile foundations.
30.
MM4.7-1 The Applicant shall ensure that all construction projects divert 70 percent of all construction debris from landfills. In addition, the project shall use green building materials, following the City’s Green Building Ordinance, which may include the use of salvageable materials from existing buildings on-site. This can take the form of re-use of entire structures, re-use or repurposing of significant elements, such as beams or trusses, and recycling materials within the new project such as grinding paving and asphalt for use as base material at the site. These activities will increase the sustainability of the site through reduced waste materials from demolition, reduced need for new materials on site, and reduction of the ancillary transportation impacts from off-haul and delivery of materials to the site.
31.
MM4.7-2 The Applicant shall ensure that all residential and commercial developments increase electrical energy efficiency by 20 percent beyond the 2008 Standards for Title 24 Part 6 energy efficiency standards. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: a. The Applicant shall ensure that ENERGY STAR Appliances are utilized in all residential uses. b. Use light emitting diode (LED) based energy efficient street lighting. c. Use occupancy sensors for all areas allowed by code, such as offices and conference rooms. d. The projects’ interior building lighting shall use compact fluorescent light bulbs or equivalently efficient lighting to the satisfaction of the City of Santa Monica Building and Safety Department. e. Use Energy Efficient Roofing Materials. All roofing materials shall be Energy Star® certified. All roof products shall also be certified to meet American Society for Testing and Materials (ASTM) high emissivity requirements.
32.
MM4.7-3 The Applicant shall ensure that all residential and commercial developments increase natural gas efficiency by 20 percent beyond the 2008 Standards for Title 24 Part 6 energy efficiency standards. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: Exterior wall systems will be fully insulated beyond minimum 2008 Standards for Title 24 Part 6 energy efficiency standards.
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Glazing will specify insulated Low-E glass with thermal break window frame systems. Where feasible, incorporate passive solar design features into the buildings, which may include roof overhangs or canopies that block summer shade, but that allow winter sun, from penetrating south facing windows. Increase in insulation such that heat transfer and thermal bridging is minimized. Limit air leakage through the structure or within the heating and cooling distribution system to minimize energy consumption. Incorporate dual-paned or other energy efficient windows. Incorporate energy efficient space heating and cooling equipment. Or other measures that will increase the energy efficiency of building envelope in a manner that when combined with the other options listed above exceeds current Title 24 Standards (Title 24, Part 6 of the California Code of Regulations; Energy Efficiency Standards for Residential and Non Residential Buildings, as amended September 11, 2008; Cool Roof Coatings performance standards as amended September 11, 2006) by a minimum of 20 percent.
33.
MM4.7-4 The Applicant shall include the use of or contribution to increased renewable energy power generation such that at least 45 percent of the project’s electricity comes from renewable sources. This would be achieved by methods such as (but not limited to) the following: Incorporate solar panels into the electrical system. Incorporate cool roofs/light-colored roofing
34.
MM4.7-5 The Applicant shall include electrical outlets on the exterior of new buildings to reduce emissions from gas-powered landscape maintenance equipment.
35.
MM4.7-6 The Applicant shall ensure that all residential and commercial development reduce indoor water consumption by a minimum of 20 percent from 2008 Title 24 standards. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: Install low-flow or waterless fixtures in public and residential restrooms, including but not limited to toilets, dishwashers, shower heads, washing machines, etc. Control the flow of water to the garbage disposal. Ensure water pressure and flows to dishwashers are set a minimum required setting.
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Install flushometer (tankless) toilets with water-saving diaphragms and coordinate automatic systems with work hours so that they don’t run continuously in public restrooms.
36.
MM4.7-7 The Applicant shall ensure that all residential and commercial development reduce outdoor water consumption by a minimum of 10 percent from 2008 Title 24 standards. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: Utilize water-efficient irrigation systems and drought tolerant plant palette and insure that sprinklers are directing water to landscape areas, and not to parking lots, sidewalks or other paved areas. Adjust the irrigation schedule for seasonal changes. Use brooms, squeegees, and wet/dry vacuums to clean surfaces before washing with water; do not use hoses as brooms; sweep or blow paved areas to clean, rather than hosing off (applies outside, not inside). Avoid washing building exteriors or other outside structures. Sweep and vacuum parking lots/sidewalks/window surfaces rather than washing with water. Use a shut-off nozzle on all hoses that can be adjusted down to a fine spray so that water flows only when needed. Install automatic rain shutoff device on sprinkler systems.
37.
MM4.7-8 The Applicant shall reduce waste through recycling and composting such that 70 percent of waste is diverted from the landfill. Prior to issuance of a building permit, the applicant shall demonstrate that the proposed project incorporates exterior storage areas for recyclables and green waste and adequate recycling containers located in public/common areas pursuant to the adopted standards. Documentation of compliance with this measure shall be provided to the City of Santa Monica Building and Safety Department for review and approval. Installation of the identified design features or equipment will be confirmed by the City prior to issuance of certificate of occupancy.
38.
MM4.7-9 In lieu of mitigation measures MM4.7-2 through MM4.7-8, the project applicant may provide a quantitative accounting of GHG emissions to the City utilizing an alternative emissions reduction strategy for each phase of development within the proposed project such that the following requirements are met: The reduction scenario must be submitted to and approved by the City before a building permit can be obtained. The reduction scenario must detail the proposed measures and the reduction percentage from overall project emissions. The reduction scenario must, at a minimum, meet the existing regulatory standards at the time it is submitted.
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The reduction scenario must be compliant with the City-implemented TDM requirements. The reduction scenario must reduce total project emissions (mobile plus nonmobile) to below 10,000 MT CO2e annually.
39.
MM4.8-1 Prior to demolition and/or construction activities, the proposed project site shall be tested for asbestos and lead by a licensed contractor. The asbestos report shall be submitted to the South Coast Air Quality Management District for review and approval. In addition, copies of the asbestos report and the lead report shall be provided to the City of Santa Monica Building and Safety Division prior to the issuance of demolition permits. The contractor shall follow all applicable local, state, and federal codes and regulations related to the treatment, handling, and disposal of asbestos and lead if the proposed project requires asbestos and/or lead abatement.
40.
MM4.8-2 Prior to the issuance of grading permits for the project site, the site developer(s) shall conclude all investigation and/or remediation activities. It shall be the responsibility of the site developer(s) to complete such investigation and/or remediation prior to construction of the project. Remediation shall be accomplished in a manner that reduces risk to below applicable standards and shall be completed prior to issuance of any occupancy permits. Closure report or other reports regarding investigation and/or remediation activities regarding groundwater and/or soil shall be submitted to LARWQCB and/or DTSC for review and approval. Approved reports that document the successful completion of required remediation activities, for contaminated soils and groundwater shall be submitted to the Santa Monica Fire Department and the City of Santa Monica Water Resources Division prior to the issuance of grading permits for site development. No construction shall occur in the affected area until reports have been accepted by the City.
41.
MM4.8-3 In the event that previously unknown or unidentified soil and/or groundwater contamination that could present a threat to human health or the environment is encountered during construction at the project site, construction activities in the immediate vicinity of the contamination shall cease immediately. A qualified environmental specialist (e.g., a licensed Professional Geologist [PG], a licensed Professional Engineer [PE] or similarly qualified individual) shall conduct an investigation to identify and to determine the level of soil and/or groundwater contamination. If contamination is encountered, a Risk Management Plan shall be prepared and implemented that (1) identifies the contaminants of concern and the potential risk each contaminant would pose to human health and the environment during construction and post-development and (2) describes measures to be taken to protect workers, and the public from exposure to potential site hazards. Such measures could include a range of options, including, but not limited to, physical site controls during construction, remediation, long-term monitoring, post-development maintenance or access limitations, or some combination thereof. Depending on the nature of contamination, if any, D - 13
appropriate agencies shall be notified (e.g., Santa Monica Fire Department). If needed, a Site Health and Safety Plan that meets Occupational Safety and Health Administration requirements shall be prepared and in place prior to commencement of work in any contaminated area. 42.
MM4.8-4 A Human Health Risk Assessment (HRA) shall be prepared to analyze potential concerns associated with possible hazardous emissions from the landfills and to determine if the hazardous emissions pose any actual endangerment to the project site.
43.
MM4.9-1 If temporary and/or permanent dewatering on the project site is required, the Applicant shall obtain a dewatering permit from the City of Santa Monica Water Resources Protection Program prior to the issuance of a grading permit. Soil and groundwater testing to a minimum depth of 50 feet shall be conducted to the satisfaction of the Water Resources Protection Program staff. If contaminated groundwater is discovered on site, treatment and discharge of the contaminated groundwater shall be conducted in compliance with applicable regulatory requirements including the Los Angeles Regional Water Quality Control Board standards.
44.
MM4.9-2 The Applicant shall design storm drain facilities (i.e., on-site detention facility) to ensure that the capacity flow does not exceed 1.8 cfs per acre per County of Los Angeles restriction on capacity limitation to the Pico-Kenter Canyon drain for the proposed project. Prior to any construction activities, the Applicant shall apply for a permit with the County of Los Angeles to obtain final approval to connect to the Pico-Kenter Canyon drain. The Applicant also shall submit storm drain facilities plans to the City of Santa Monica Department of Public Works to meet any additional conditions required by the City and approval to ensure that the flow capacity allowed by the County of Los Angeles are not exceeded.
45.
MM4.12-1 The Applicant’s construction contracts shall require implementation of the following construction best management practices (BMPs) by all construction contractors and subcontractors working in or around the project site to reduce construction noise levels: The Applicant and its contractors and subcontractors shall ensure that construction equipment is properly muffled according to manufactures specifications or as required by the City’s Department of Building and Safety, whichever is the more stringent. The Applicant and its contractors and subcontractors shall place noisegenerating construction equipment and locate construction staging areas away from sensitive uses, where feasible, to the satisfaction of the Department of Building and Safety. The Applicant and its contractors and subcontractors shall implement noise attenuation measures which may include, but are not limited to,
D - 14
noise barriers or noise blankets to the satisfaction of the City’s Department of Building and Safety. 46.
MM4.12-2 The Applicant’s contracts with its construction contractors and subcontractors shall include the requirement that construction staging areas, construction worker parking and the operation of earthmoving equipment within the project site, are located as far away from vibration- and noise-sensitive sites as possible. Contract provisions incorporating the above requirements shall be included as part of the project’s construction documents, which shall be reviewed and approved by the City.
47.
MM4.12-3 The Applicant shall require by contract specifications that heavily loaded trucks used during construction shall be routed away from residential streets to the extent possible. Contract specifications shall be included in the proposed project construction documents, which shall be reviewed by the City prior to issuance of a grading permit.
Mitigation Measures 4.16-1 through 4.16-10 shall be implemented by the Developer in accordance with the following impact threshold testing trigger table: Intersection
Lincoln & Ocean Park
23rd & Ocean Park
Jurisdiction
Mitigation Measure
SM
At the intersection of Lincoln Boulevard and Ocean Park Boulevard the traffic signal shall be modified from protected to protected‐permitted left‐turn phasing for the eastbound and westbound approaches. The provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate.
SM
At the intersection of 23rd Street and Ocean Park Boulevard, an exclusive right‐turn lane shall be added on the eastbound approach. To accommodate
D - 15
Future Trip Trigger
Approval Year Trigger
In
Out
In
Out
AM
11
4
AM
130
49
PM
6
14
PM
70
60
AM
174
63
AM
159
60
Intersection
Walgrove & Rose*
Cloverfield & Santa Monica Boulevard
Jurisdiction
LA
SM
Future Trip Trigger
Approval Year Trigger
In
Out
In
Out
PM
124
288
PM
123
281
AM
336
124
AM
297
111
PM
133
311
PM
137
313
AM
11
4
AM
20
7
Mitigation Measure the right turn lane, the existing eastbound through lane approach shall be shifted approximately two feet to the north to provide room for a functional right‐turn lane. Peak period parking restrictions shall be implemented for the first 75 feet of parking (approximately three parking spaces) closest to the intersection (eastbound on Ocean Park Boulevard west of 23rd Street) to allow for vehicles to make eastbound right turns onto 23rd Street from Ocean Park Boulevard during the peak periods and when space is available outside of peak periods. Restriping and peak period parking restriction signage at the eastbound approach of this intersection shall be required. At the intersection of Walgrove Avenue and Rose Avenue, the westbound approach to shall be converted from a shared left/through/right lane to a shared through/left‐turn lane and one right‐turn lane. If public ROW is needed to accommodate a right‐turn lane on the westbound approach, the relocation of street lights, signage, and utilities along the westbound approach and the removal of two parking spaces is required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure. At the intersection of Cloverfield Boulevard and Santa Monica Boulevard, the left‐turn phasing for the westbound leg of the Cloverfield Boulevard and Santa Monica Boulevard intersection shall be modified from a protected phase to a permitted‐ protected phase. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate.
D - 16
Intersection
Jurisdiction
26th & Wilshire
SM
Stewart & Olympic
SM
Centinela & I‐10 westbound*
SM/LA
Future Trip Trigger
Approval Year Trigger
In
Out
In
Out
N/A
N/A
PM
3
4
PM
3
4
PM
3
4
AM
11
4
AM
90
34
PM
8
18
PM
34
79
Mitigation Measure Only for Approval Year: At the intersection of 26th Street and Wilshire Boulevard, the protected‐permitted phasing for the eastbound and westbound left‐turn movements shall be modified to permitted phasing. Temporary signage during a period of adjustment for motorists and the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. At the Stewart Street and Olympic Boulevard intersection, the traffic signal shall be modified to provide protected‐permitted left‐turn phasing for northbound and eastbound approaches. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. At the intersection of Centinela Avenue and the I‐10 Westbound Ramps, the left‐turn phasing at the northbound approach shall be converted from protected to permitted‐protected. The provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure.
D - 17
N/A
Intersection
Jurisdiction
Future Trip Trigger
Approval Year Trigger
In
Out
In
Out
AM
48
17
AM
41
15
PM
90
210
PM
79
182
AM
193
71
AM
169
63
PM
N/A
N/A
PM
3
10
Mitigation Measure
At the intersection of Centinela Avenue and Venice Boulevard, signal phasing operations shall be modified by converting both the eastbound and the westbound left‐turn phases from exclusively protected left‐turn phasing to protected‐permissive left‐turn phasing. The eastbound left‐turn and the westbound left‐turn signals shall Centinela & act simultaneously to avoid driver LA Venice* confusion. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure. At the intersection Barrington Avenue and Olympic Boulevard, the left‐turn phasing for the eastbound leg shall be modified from a permitted phase to a protected‐permitted phase. LADOT shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The provision of a combination of new signage, controller cabinets, poles, Barrington & mast arms, detectors, and/or signal LA Olympic* heads shall be required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure. At the intersection of Federal Avenue and Wilshire Boulevard, a northbound right‐turn overlap shall be installed and the shared through/left‐turn lane on the southbound approach on Federal Avenue shall be configured to an exclusive left‐turn lane. The provision of a combination of new signage, controller cabinets, poles, mast arms, Federal & detectors, and/or signal heads shall be LA Wilshire* required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure. * requires City of Los Angeles approval and/or Caltrans
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48.
MM4.16-1 At the intersection of Lincoln Boulevard and Ocean Park Boulevard the traffic signal shall be modified from protected to protectedpermitted left-turn phasing for the eastbound and westbound approaches. The provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate.
49.
MM4.16-2 At the intersection of 23rd Street and Ocean Park Boulevard, an exclusive right-turn lane shall be added on the eastbound approach. To accommodate the right turn lane the existing eastbound through lane approach shall be shifted approximately two feet to the north to provide room for a functional right-turn lane. Peak period parking restrictions shall be implemented for the first 75 feet of parking (approximately three parking spaces) closest to the intersection (eastbound on Ocean Park Boulevard west of 23rd Street) to allow for vehicles to make eastbound right turns onto 23rd Street from Ocean Park Boulevard during the peak periods and when space is available outside of peak periods. Restriping and peak period parking restriction signage at the eastbound approach of this intersection shall be required.
50.
MM4.16-3 At the intersection of Cloverfield Boulevard and Santa Monica Boulevard, the left-turn phasing for the westbound leg of the Cloverfield Boulevard and Santa Monica Boulevard intersection shall be modified from a protected phase to a permitted-protected phase. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate.
51.
MM4.16-4 At the intersection of 26th Street and Wilshire Boulevard, the protected-permitted phasing for the eastbound and westbound left-turn movements shall be modified to permitted phasing. Temporary signage during a period of adjustment for motorists and the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate.
52.
MM4.16-5 At the Stewart Street and Olympic Boulevard intersection, the traffic signal shall be modified to provide protected-permitted left-turn phasing for northbound and eastbound approaches. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate.
53.
MM4.16-6 At the intersection of Centinela Avenue and the I-10 Westbound Ramps, the left-turn phasing at the northbound approach shall be converted from protected to permitted-protected. The provision of some combination of new D - 19
signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Implementation of this improvement would require LADOT approval, a Caltrans Encroachment Permit, and Caltrans review and approval of a traffic report and engineering plans. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure. 54.
MM4.16-7 At the intersection of Walgrove Avenue and Rose Avenue, the westbound approach to shall be converted from a shared left/through/right lane to a shared through/left-turn lane and one right-turn lane. If public ROW is needed to accommodate a right-turn lane on the westbound approach, the relocation of street lights, signage, and utilities along the westbound approach and the removal of two parking spaces is required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure.
55.
MM4.16-8 At the intersection of Centinela Avenue and Venice Boulevard, signal phasing operations shall be modified by converting both the eastbound and the westbound left-turn phases from exclusively protected left-turn phasing to protected-permissive left-turn phasing. The eastbound left-turn and the westbound left-turn signals shall act simultaneously to avoid driver confusion. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure.
56.
MM4.16-9 At the intersection Barrington Avenue and Olympic Boulevard, the left-turn phasing for the eastbound leg shall be modified from a permitted phase to a protected-permitted phase. LADOT shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure.
57.
MM4.16-10 At the intersection of Federal Avenue and Wilshire Boulevard, a northbound right-turn overlap shall be installed and the shared through/left-turn lane on the southbound approach on Federal Avenue shall be configured to an D - 20
exclusive left-turn lane. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure. 58.
MM4.16-11 In accordance with the L.A. CEQA Thresholds Guide and in consultation with LADOT, one of the following traffic calming measures shall be installed on Idaho Avenue east of Centinela Avenue and a Neighborhood Traffic Management Program shall be prepared. Speed humps Signalized mid-block pedestrian crosswalks Traffic signal timing modifications Additional stop signs Speed limit reductions Diverters or semi-diverters Cul-de-sac or street closure Chokers or narrowing of street widths Turn restrictions
59.
MM4.17-1 Prior to issuance of a Precise Grading or Building Permit for each phase of the project, a hydraulic water capacity analysis is required to determine the water improvements necessary to adequately protect the property per the Fire Department requirements. The developer shall be required to upgrade/improve the City’s water system to meet the water demands to the property and/or otherwise mitigate the impacts of the project at no cost to the City. The developer shall coordinate this effort with the Public Works and Fire Departments and shall be responsible to pay the City for all related fees required to perform the analysis.
60.
MM4.17-2 Prior to issuance of a Precise Grading or Building Permit for each phase of the project, the Applicant shall prepare a sewer analysis and submit it to the Department of Public Works for review and approval. The analysis shall specifically identify constraints and system deficiencies, including requirements for new connections or upgrades to existing stubout connections, associated with development of the proposed project. The project applicant shall pay all applicable impact fees for wastewater and other utilities as established by the City.
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SECTION B - CONDITIONS OF APPROVAL Project Specific Conditions 1.
The Project shall provide the Significant Project Features and LUCE Community Benefits as established in Section 2.6 and 2.7 of this Agreement, which are expressly incorporated herein by reference.
2.
In its design review of the project, the Architectural Review Board shall pay particular attention to the following: a.
b. c. d.
e. f. g.
h.
Breaking down the scale of Building 5 in order to reduce the perceived mass of the over 300’ long North Elevation and reduce the length of the interior corridors; Ground floor pedestrian orientation of Building 5 in order to address issues of solar access and natural air in the exterior common areas; Access to natural daylight and ventilation for the ground floor residential units facing the interior courtyard of Building 5; The design of the Eastern Elevation and ground floor open space of Building 5 to fulfill its role as a focal point in the Bergamot Area Plan as a transition point between the Mixed Use Creative District and Bergamot Transit Village; The hierarchy, location, and orientation of ground floor open spaces in relation to the adjacent ground floor building spaces; The architectural projections for Buildings 1 and 2 and their appropriateness within the Project’s design; The function and location of the office balconies on Building 1 and their effectiveness in animating the South Elevation of Building 1 and the adjacent Plaza; and The placement of trees and landscaping on the property so that raised planters are avoided and their ability to survive on top of a parking garage.
CITY PLANNING Administrative Conditions 3.
In the event any Developer violates or fails to comply with any conditions of approval of with respect to the Building being constructed by such Developer, no further permits, licenses, approvals or certificates of occupancy shall be issued with respect to such Building until such violation has been fully remedied.
Conformance with Approved Plans 4.
This approval is for those plans dated ____________, 2013, a copy of which shall be maintained in the files of the City Planning Division. Project development
D - 22
shall be consistent with such plans, except as otherwise specified in these conditions of approval. 5.
Minor modifications to the plans shall be subject to approval by the Director of Planning. A significant change in the approved concept shall be subject to review as provided in the Development Agreement. Construction shall be in conformance with the plans submitted or as modified in accordance with the Development Agreement.
6.
Except as otherwise provided by the Development Agreement, project plans shall be subject to complete Code Compliance review when the plans for the applicable Building are submitted for plan check and shall comply with all applicable provisions of Article IX of the Municipal Code and all other pertinent ordinances and General Plan policies of the City of Santa Monica prior to building permit issuance.
Cultural Resources The Property and the improvements currently located thereon were evaluated by the City’s historic resources consultant and thoroughly reviewed by the City’s Landmarks Commission in 2009 over the course of three public hearings and, at the conclusion of this review, the Landmarks Commission determined not to file an application to designate the Property a Landmark. The Property and such improvements were also studied as a part of the DEIR and determined not to be a significant historic resource. Therefore, no application to demolish any of the improvements currently on the Property shall be subject to further review by the City’s Landmarks Commission prior to the Outside Building Permit Issuance Date, as it may be extended pursuant to this Agreement. 7.
If any archaeological remains are uncovered during excavation or construction, work in the affected area shall be suspended and a recognized specialist shall be contacted to conduct a survey of the affected area at the applicable Developer’s expense. A determination shall then be made by the Director of Planning to determine the significance of the survey findings and appropriate actions and requirements, if any, to address such findings.
Project Operations 8.
The operation shall at all times be conducted in a manner not detrimental to surrounding properties or residents by reason of lights, noise, activities, parking or other actions.
9.
The project shall at all times comply with the provisions of the Noise Ordinance (SMMC Chapter 4.12).
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Final Design 10.
Plans for final design, landscaping, screening, trash enclosures and signage shall be subject to review and approval by the Architectural Review Board as provided in Article 6 of this Agreement.
11.
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.
12.
Refuse areas, storage areas and mechanical equipment shall be screened in accordance with SMMC Section 9.04.10.02.130, 140, and 150. Refuse areas shall be of a size adequate to meet on-site need, including recycling. The Architectural Review Board in its review shall pay particular attention to the screening of such areas and equipment. Any rooftop mechanical equipment shall be minimized in height and area, and shall be located in such a way as to minimize noise and visual impacts to surrounding properties. Except for solar hot water heaters, no residential water heaters shall be located on the roof.
13.
No gas or electric meters shall be located within the required front or street side yard setback areas. The Architectural Review Board in its review shall pay particular attention to the location and screening of such meters.
14.
Prior to consideration of any Building by the Architectural Review Board, the applicable Developer shall review disabled access requirements with the Building and Safety Division and make any necessary changes in the Building design to achieve compliance with such requirements. The Architectural Review Board, in its review, shall pay particular attention to the aesthetic, landscaping, and setback impacts of any ramps or other features necessitated by accessibility requirements.
15.
As appropriate, the Architectural Review Board shall require the use of antigraffiti materials on surfaces likely to attract graffiti.
Construction Plan Requirements 16.
Final plans for any Building submitted for approval of a building permit shall include on the plans a list of all permanent mechanical equipment to be placed indoors which may be heard outdoors.
Demolition Requirements 17.
Until such time as the demolition is undertaken, and unless the structure is currently in use, the existing structure and the surrounding land shall be maintained in its current condition and secured by erecting a security fence, and removing all debris that inhibit easy surveillance of the Property to the D - 24
satisfaction of the Building and Safety Officer and the Fire Department. Any landscaping material remaining shall be watered and maintained until demolition occurs. 18.
Prior to issuance of a demolition permit, applicant shall prepare for Building Division approval a rodent and pest control plan to insure that demolition and construction activities at the site do not create pest control impacts on the project neighborhood.
Construction Period 21.
Any construction related activity in the public right-of-way will be required to acquire the approvals by the City of Santa Monica, including but not limited to: Use of Public Property Permits, Sewer Permits, Excavation Permits, Alley Closure Permits, Street Closure Permits, and Temporary Traffic Control Plans.
22.
Immediately after demolition and during construction, a security fence, the height of which shall be the maximum permitted by the Zoning Ordinance, shall be maintained around the perimeter of the lot. The lot shall be kept clear of all trash, weeds, etc.
23.
Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Immediately after commencing 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.
24.
During demolition, excavation, and construction, this project shall comply with SCAQMD Rule 403 to minimize fugitive dust and associated particulate emission, including but not limited to the following: a. All material excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering shall occur at least three times daily with complete coverage, preferably at the start of the day, in the late morning, and after work is done for the day. b. All grading, earth moving, or excavation activities shall cease during periods of high winds (i.e., greater than 20 mph measured as instantaneous wind gusts) so as to prevent excessive amounts of dust. c. Soils stockpiles shall be covered. d. Onsite vehicle speeds shall be limited to 15 mph. e. Wheel washers shall be installed where vehicles enter and exit the construction site onto paved roads or wash off trucks and any equipment leaving the site each trip. f. An appointed construction relations officer shall act as a community liaison concerning onsite construction activity including resolution of issues related to PM10 generation. g. Streets shall be swept at the end of the day using SCAQMD Rule 1186 certified street sweepers or roadway washing trucks if visible soil is D - 25
h.
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.
26.
Developer shall prepare a notice, subject to the review by the Director of Planning and Community Development, that lists all construction mitigation requirements, permitted hours of construction, and identifies a contact person at City Hall as well as the developer who will respond to complaints related to the proposed construction. The notice shall be mailed to property owners and residents of the neighborhood within 1000 feet of the Project at least five (5) days prior to the start of construction.
27.
A sign shall be posted on the property in a manner consistent with the public hearing sign requirements which shall identify the address and phone number of the owner and/or applicant for the purposes of responding to questions and complaints during the construction period. Said sign shall also indicate the hours of permissible construction work.
28.
A copy of these conditions shall be posted in an easily visible and accessible location at all times during construction at the project site. The pages shall be laminated or otherwise protected to ensure durability of the copy.
29.
No construction-related vehicles may be parked on the street at any time or on the subject site during periods of peak parking demand. All construction-related vehicles must be parked for storage purposes at on offsite location on a private lot for the duration of demolition and construction. The offsite location shall be approved as part of the Department of Public Works review of the construction period mitigation plan and by the Department of City Planning if a Temporary Use Permit is required.
30.
Construction period signage shall be subject to the approval of the Architectural Review Board.
Standard Conditions 31.
Mechanical equipment shall not be located on the side of any building which is adjacent to a residential building on the adjoining lot, unless otherwise permitted by applicable regulations. Roof locations may be used when the mechanical equipment is installed within a sound-rated parapet enclosure.
32.
Final approval of any mechanical equipment installation will require a noise test in compliance with SMMC Section 4.12.040. Equipment for the test shall be provided by the owner or contractor and the test shall be conducted by the owner or contractor. A copy of the noise test results on mechanical equipment shall be
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submitted to the Community Noise Officer for review to ensure that noise levels do not exceed maximum allowable levels for the applicable noise zone. 33.
The owner of each Parcel shall insure that any graffiti on the site is promptly removed through compliance with the City’s graffiti removal program.
Condition Monitoring 34.
Each Developer authorizes reasonable City inspections of the Parcel owned by such Developer to ensure compliance with the conditions of approval imposed by the City in approving the Project and will bear the reasonable cost of these inspections.
STRATEGIC AND TRANSPORTATION PLANNING 35.
Final auto parking, bicycle parking and loading layouts specifications shall be subject to the review and approval of the Strategic and Transportation Planning Division: http://www.smgov.net/uploadedFiles/Departments/Transportation/Transportation _Management/ParkingStandards.pdf
36.
Where a driveway, garage, parking space or loading zone intersects with the public right-of-way at the alley or sidewalk, hazardous visual obstruction triangles shall be provided in accordance with SMMC Section 9.04.10.02.090. Please reference the following standards: http://www.smgov.net/uploadedFiles/Departments/Transportation/Transportation _Management/HVO.pdf
37.
Slopes of all driveways and ramps used for ingress or egress of parking facilities shall be designed in accordance with the standards established by the Strategic and Transportation Planning Manager but shall not exceed a twenty percent slope. Please reference the following standards: http://www.smgov.net/uploadedFiles/Departments/Transportation/Transportation _Management/RampSlope.pdf
BIG BLUE BUS 38.
For the life of the project, the applicable Developer shall notify, or cause to be notified, all tenants (residential and/or commercial) in such Developer’s portion of the Project in writing as part of their lease or rental agreement that new bus stops or bus layover zones may be established on these streets for regular use by either the Big Blue Bus or other fixed route or specialized transit operators. Onstreet parking may be removed at any time to create a bus zone in an appropriate location for safe vehicular movement and passenger safety regardless of business or residential adjacency. Developer, or Developer’s successor in interest, shall be responsible for ensuring this obligation is satisfied.
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38.
Structures that include spaces specifically intended for seniors and/or persons with disabilities should include an appropriate space for the boarding and alighting of this population into specialty vehicles in a safe location such that the stopped vehicle will not interfere with traffic flow.
PUBLIC LANDSCAPE 39.
Street trees shall be maintained, relocated or provided as required in a manner consistent with the City’s Urban Forest Master Plan, per the specifications of the Public Landscape Division and the City’s Tree Code (SMMC Chapter 7.40). No street trees shall be removed without the approval of the Public Landscape Division.
40.
Prior to the issuance of a demolition permit all street trees that are adjacent to or will be impacted by the demolition or construction access shall have tree protection zones established in accordance with the Urban Forest Master Plan. All tree protection zones shall remain in place until demolition and/or construction has been completed.
41.
Street trees shall be replaced or planted in accordance with the City’s Urban Forest Master Plan and in consultation with City Arborist.
OFFICE OF SUSTAINABILITY AND THE ENVIRONMENT 42.
The applicable Developer shall enroll such Developer’s portion of the Project in the Savings By Design incentive program where available through Southern California Edison prior to submittal of plans for Architectural Review and shall execute an incentive agreement with Southern California Edison prior to the issuance of a building permit.
43.
The Project shall comply with requirements in section 8.106 of the Santa Monica Municipal code, which adopts by reference the California Green Building Standards Code and which adds local amendments to that Code. In addition, the project shall meet the landscape water conservation and construction and demolition waste diversion requirements specified in Section 8.108 of the Santa Monica Municipal Code.
PUBLIC WORKS General Conditions 44.
Each Developer shall be responsible for the payment of its share of the following Public Works Department (PWD) permit fees prior to issuance of a building permit for such Developer’s Building: a.
Water Services
b.
Wastewater Capital Facility D - 28
c.
Water Demand Mitigation
d.
Fire Service Connection
e.
Tieback Encroachment
f.
Encroachment of on-site improvements into public right-of-way
g.
Construction and Demolition Waste Management - If the valuation of a project is at least $50,000 or if the total square feet of the project is equal to or greater than 1000 square feet, then the owner or contractor is required to complete and submit a Waste Management Plan. All demolition projects are required to submit a Waste Management Plan. A performance deposit is collected for all Waste Management Plans equal to 3% of the project value, not to exceed $30,000. All demolition only permits require a $1,000 deposit or $1.00 per square foot, whichever is the greater of the two.
Some of these fees shall be reimbursed to such Developer in accordance with the City's standard practice should such Developer not proceed with development of its Building. In order to receive a refund of the Construction and Demolition performance deposit, the owner or contractor must provide receipts of recycling 70% of all materials listed on the Waste Management Plan. 45.
Any work or use of the public right-of-way including any proposed encroachments of on-site improvements into the public right-of-way, will require a permit from the Public Works Department (PWD) - Administrative Services Division.
46.
Plans and specifications for all offsite improvements shall be prepared by a Registered Civil Engineer licensed in the State of California for approval by the City Engineer prior to issuance of a building permit.
47.
Immediately after demolition and during construction, a security fence, the height of which shall be the maximum permitted by the Zoning Ordinance, shall be maintained around the perimeter of the lot or portion thereof which is then under construction. The lot shall be kept clear of all trash, weeds, etc.
48.
A sign shall be posted on the property in a manner consistent with the public hearing sign requirements, which shall identify the address and phone number of the owner, developer and contractor for the purposes of responding to questions and complaints during the construction period. Said sign shall also indicate the hours of permissible construction work.
49.
Prior to the demolition of any existing structure, the applicant shall submit a report from an industrial hygienist to be reviewed and approved as to content and form by the Building & Safety Division. The report shall consist of a hazardous materials survey for the structure proposed for demolition. The report shall include a section on asbestos and in accordance with the South Coast AQMD Rule 1403, the asbestos survey shall be performed by a state Certified Asbestos Consultant (CAC). The report shall include a section on lead, which shall be D - 29
performed by a state Certified Lead Inspector/Assessor. Additional hazardous materials to be considered by the industrial hygienist shall include: mercury (in thermostats, switches, fluorescent light), polychlorinated biphenyls (PCBs) (including light Ballast), and fuels, pesticides, and batteries. Water Resources 50.
Connections to the sewer or storm drains require a sewer permit from the PWD Civil Engineering Division. Connections to storm drains owned by Los Angeles County require a permit from the L.A. County Department of Public Works.
51.
Parking areas and structures and other facilities generating wastewater with potential oil and grease content are required to pretreat the wastewater before discharging to the City storm drain or sewer system. Pretreatment will require that a clarifier or oil/water separator be installed and maintained on site.
52.
If the project involves dewatering, developer/contractor shall contact the LA Regional Water Quality Control Board (RWQCB) to obtain an NPDES Permit for discharge of groundwater from construction dewatering to surface water. For more information refer to: http://www.waterboards.ca.gov/losangeles/ and search for Order # R4-2003-0111.
53.
Prior to the issuance of the first building permit, the applicant shall submit a sewer study that shows that the City’s sewer system can accommodate the entire development. Developer shall be responsible to upgrade any downstream deficiencies, to the satisfaction of the Water Resources Manager, if calculations show that the project will cause such mains to receive greater demand than can be accommodated. Improvement plans shall be submitted to the Engineering Division. All reports and plans shall also be approved by the Water Resources Engineer.
54.
Prior to the issuance of the first building permit, the applicant shall submit a water study that shows that the City’s water system can accommodate the entire development for fire flows and all potable needs. Developer shall be responsible to upgrade any water flow/pressure deficiencies, to the satisfaction of the Water Resources Manager, if calculations show that the project will cause such mains to receive greater demand than can be accommodated. Improvement plans shall be submitted to the Engineering Division. All reports and plans shall also be approved by the Water Resources Engineer.
55.
Prior to the issuance of the first building permit, the applicant shall submit a hydrology study of all drainage to and from the site to demonstrate adequacy of the existing storm drain system for the entire development. Developer shall be responsible to upgrade any system deficiencies, to the satisfaction of City Engineer, if calculations show that the project will cause such facilities to receive D - 30
greater demand than can be accommodated. All reports and improvement plans shall be submitted to Engineering Division for review and approval. The study shall be performed by a Registered Civil Engineer licensed in the State of California. 56.
Developer shall not directly connect to a public storm drain pipe or direct site drainage to the public alley.
57.
All existing sanitary sewer “house connections” to be abandoned, shall be removed and capped at the “Y” connections.
58.
The fire services and domestic services 3-inches or greater must be above ground, on the applicant’s site, readily accessible for testing. Commercial or residential units are required to either have an individual water meter or a master meter with sub-meters.
59.
Developers are required to meet state cross-connection and potable water sanitation guidelines. Refer to requirements and comply with the crossconnections guidelines available at: http://www.lapublichealth.org/eh/progs/encirp/ehcross.htm. Prior to issuance of a Certificate of Occupancy for any Building, a cross-connection inspection shall be completed.
60.
All new restaurants and cooking facilities at the site are required to install Gravity Grease Interceptors to pretreat wastewater containing grease. The minimum capacity of the interceptor shall be determined by using table 10-3 of the 2007 Uniform Plumbing Code, Section 1014.3. All units shall be fitted with a standard final-stage sample box. The 2007 Uniform Plumbing Code guideline in sizing Gravity Grease Interceptors is intended as a minimum requirement and may be increased at the discretion of PWD, Water Resources Protection Program.
61.
Plumbing fixtures that meet the standards for 20% water use reduction specified in the California Green Building Standards Code are required on all new development and remodeling where plumbing is to be added
Urban Water Runoff Mitigation 62.
To mitigate storm water and surface runoff from the project site, an Urban Runoff Mitigation Plan shall be required by the PWD pursuant to Municipal Code Chapter 7.10. Prior to submittal of landscape plans for Architectural Review Board approval, Developer shall contact PWD to determine applicable requirements, such as: a.
The site must comply with SMMC Chapter 7.10 Urban Runoff Pollution Ordinance for the construction phase and post construction activities;
b.
Non-stormwater runoff, sediment and construction waste from the construction site and parking areas is prohibited from leaving the site;
c.
Any sediments or materials which are tracked off-site must be removed D - 31
the same day they are tracked off-site;
63.
d.
Excavated soil must be located on the site and soil piles should be covered and otherwise protected so that sediments are not tracked into the street or adjoining properties;
e.
No runoff from the construction site shall be allowed to leave the site; and
f.
Drainage control measures shall be required depending on the extent of grading and topography of the site.
g.
Development sites that result in land disturbance of one acre or more are required by the State Water Resources Control Board (SWRCB) to submit a Storm Water Pollution Prevention Plan (SWPPP). Effective September 2, 2011, only individuals who have been certified by the Board as a “Qualified SWPPP Developer” are qualified to develop and/or revise SWPPPs. A copy of the SWPPP shall also be submitted to the PWD.
Prior to implementing any temporary construction dewatering or permanent groundwater seepage pumping, a permit is required from the City Water Resources Protection Program (WRPP). Please contact the WRPP for permit requirements at least two weeks in advance of planned dewatering or seepage pumping. They can be reached at (310) 458-8235.
Public Streets & Right-of-Way 64.
Prior to the issuance of a Certificate of Occupancy for the applicable portion of the Project, all required offsite improvements, such as AC pavement rehabilitation, replacement of sidewalk, curbs and gutters, installation of street trees, lighting, etc. shall be designed and installed to the satisfaction of the Public Works Department and Public Landscape Division.
65.
Unless otherwise approved by the PWD, all sidewalks shall be kept clear and passable during the grading and construction phase of the project.
66.
Sidewalks, curbs, gutters, paving and driveways which need replacing or removal as a result of the project as determined by the PWD shall be reconstructed to the satisfaction of the PWD. Design materials and workmanship shall match the adjacent elements including architectural concrete, pavers, tree wells, art elements, special landscaping. etc.
67.
Street and alley sections adjacent to the development shall be replaced as determined by the PWD. This typically requires full reconstruction of the street or alley in accordance with City of Santa Monica standards for the full adjacent length of the property.
68.
Developer shall dedicate the New Western Street in accordance with Section 2.7.2(e) of this Agreement and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors across the D - 32
Property (the “New Western Street Utility Corridor”) for the placement of public utility facilities that the City determines, from time to time, should be located in the New Western Street Utility Corridor. The New Western Street Utility Corridor in such dedication shall contain the following limitations: a.
69.
Developer shall dedicate the New Eastern Street in accordance with Section 2.7.2(e) of this Agreement and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors across the Property (the “New Eastern Street Utility Corridor”) for the placement of public utility facilities that the City determines, from time to time, should be located in the Eastern Street Utility Corridor. The New Eastern Street Utility Corridor in such dedication shall contain the following limitations: a.
70.
Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8’ 6”) clear height within each level of the subterranean parking garage. Any of clearance within the parking and drive aisle in the parking garage and up to twenty-five (25) feet wide, in a location to be reasonably determined by such Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by such Developer in the subterranean parking structure that serves the Project.
Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8’ 6”) clear height within each level of the subterranean parking garage. Any of clearance within the parking and drive aisle in the parking garage and up to twenty-five (25) feet wide, in a location to be reasonably determined by such Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by such Developer in the subterranean parking structure that serves the Project.
Developer shall dedicate the Nebraska Avenue Extension in accordance with Section 2.7.2(e) of this Agreement and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors across the Property (the “Nebraska Avenue Utility Corridor”) for the placement of public utility facilities that the City determines, from time to time, should be located in the Nebraska Avenue Utility Corridor. The Nebraska Avenue Utility Corridor in such dedication shall contain the following limitations: a.
Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8’ 6”) clear height within each level of the subterranean parking garage. Any of clearance within the parking and D - 33
drive aisle in the parking garage and up to twenty-five (25) feet wide, in a location to be reasonably determined by such Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by such Developer in the subterranean parking structure that serves the Project. Utilities 71.
No Excavation Permit shall be issued without a Telecommunications Investigation by the City of Santa Monica Information Systems Department. The telecommunications investigation shall provide a list of recommendations to be incorporated into the project design including, but not limited to measures associated with joint trench opportunities, location of tie-back and other underground installations, telecommunications conduit size and specifications, fiber optic cable specifications, telecommunications vault size and placement and specifications, interior riser conduit and fiber optic cable, and adjacent public right of way enhancements. Developer shall install two Telecommunications Vaults in either the street, alley and/or sidewalk locations dedicated solely for City of Santa Monica use. Developer shall provide two unique, telecommunication conduit routes and fiber optic cables from building Telecommunications Room to Telecommunications Vaults in street, alley and/or sidewalk. Developer will be responsible for paying for the connection of each Telecommunications Vault to the existing City of Santa Monica fiber optic network, or the extension of conduit and fiber optic cable for a maximum of 1km terminating in a new Telecommunications Vault for future interconnection with City network. Prior to issuance of a building permit, the final telecommunications design plans for the project site shall be submitted to and approved by the City of Santa Monica Information Systems Department. a.
Project shall comply with City of Santa Monica Telecommunications Guidelines
b.
Project shall comply with City of Santa Monica Right-of-Way Management Ordinance No. 2129CCS, Section 3 (part), adopted 7/13/04
72.
Prior to issuance of a Certificate of Occupancy for any Building, provide new street-pedestrian lighting with a multiple circuit system along the any new street right-of-way adjacent to such Building and within the Parcel on which such Building is to be located in compliance with the PWD Standards and requirements. New street-pedestrian light poles, fixtures and appurtenances shall meet City standards and requirements.
73.
Prior to Certificate of Occupancy for any Building, construct a multiple street light circuit with fixtures along the Project’s frontage on Olympic Boulevard.
74.
Participate in conversion of existing street light system with high voltage series circuit to multiple circuit system on Stewart Street. Developer shall be responsible
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for only a portion of design and construction costs proportionate to development frontage on Stewart Street. 75.
Prior to submittal of plan check application, make arrangements with all affected utility companies and indicate points of connection for all services on the site plan drawing. Pay for undergrounding of all overhead utilities within and along the development frontages. Existing and proposed overhead utilities need to be relocated underground.
76.
Location of Southern California Edison electrical transformer and switch equipment/structures must be clearly shown on the development site plan and other appropriate plans within the project limits. The SCE structures serving the proposed development shall not be located in the public right-of-way except for any portion of the new streets to be added that are on the Property.
Resource Recovery and Recycling 77.
Development plans must show the refuse and recycling (RR) area dimensions to demonstrate adequate and easily accessible area. If the RR area is completely enclosed, then lighting, ventilation and floor drain connected to sewer will be required. Section 9.04.10.02.151 of the SMMC has dimensional requirements for various sizes and types of projects. Developments that place the RR area in subterranean garages must also provide a bin staging area on their property for the bins to be placed for collection.
78.
Contact the Resource Recovery and Recycling (RRR) division to obtain dimensions of the refuse recycling enclosure.
79.
Prior to issuance of any building permit, submit a Waste Management Plan, a map of the enclosure and staging area with dimensions and a recycling plan to the RRR Division for its approval. The State of California AB 341 requires any multifamily building housing 5 units or more to have a recycling program in place for its tenants. All commercial businesses generating 4 cubic yards of trash per week must also have a recycling program in place for its employees and clients/customers. Show compliance with these requirements on the building plans. Visit the Resource Recovery and Recycling (RRR) website or contact the RRR Division for requirements of the Waste Management Plan and to obtain the minimum dimensions of the refuse recycling enclosure. The recycling plan shall include: a.
List of materials such as white paper, computer paper, metal cans, and glass to be recycled;
b.
Location of recycling bins;
c.
Designated recycling coordinator;
d.
Nature and extent of internal and external pick-up service;
e.
Pick-up schedule; and D - 35
f.
Plan to inform tenants/ occupants of service.
Construction Period Mitigation 80.
A construction period mitigation plan shall be prepared by the applicant for approval by the PWD prior to issuance of a building permit. The approved mitigation plan shall be posted on the site for the duration of the project construction and shall be produced upon request. As applicable, this plan shall: a.
Specify the names, addresses, telephone numbers and business license numbers of all contractors and subcontractors as well as the developer and architect;
b.
Describe how demolition of any existing structures is to be accomplished;
c.
Indicate where any cranes are to be located for erection/construction;
d.
Describe how much of the public street, alleyway, or sidewalk is proposed to be used in conjunction with construction;
e.
Set forth the extent and nature of any pile-driving operations;
f.
Describe the length and number of any tiebacks which must extend under the public right-of-way and other private properties;
g.
Specify the nature and extent of any dewatering and its effect on any adjacent buildings;
h.
Describe anticipated construction-related truck routes, number of truck trips, hours of hauling and parking location;
i.
Specify the nature and extent of any helicopter hauling;
j.
State whether any construction activity beyond normally permitted hours is proposed;
k.
Describe any proposed construction noise mitigation measures, including measures to limit the duration of idling construction trucks;
l.
Describe construction-period security measures including any fencing, lighting, and security personnel;
m.
Provide a grading and drainage plan;
n.
Provide a construction-period parking plan which shall minimize use of public streets for parking;
o.
List a designated on-site construction manager;
p.
Provide a construction materials recycling plan which seeks to maximize the reuse/recycling of construction waste;
q.
Provide a plan regarding use of recycled and low-environmental-impact materials in building construction; and
r.
Provide a construction period urban runoff control plan. D - 36
Air Quality 81.
82.
Dust generated by the development activities shall be kept to a minimum with a goal of retaining dust on the site through implementation of the following measures recommended by the SCAQMD Rule 403 Handbook:
During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, water trucks or sprinkler systems are to be used to the extent necessary to prevent dust from leaving the site and to create a crust after each day’s activities cease.
Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Immediately after commencing dirt removal from the site, the general contractor shall provide the City with written certification that all trucks leaving the site are covered in accordance with this condition of approval.
During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, streets and sidewalks within 150 feet of the site perimeter shall be swept and cleaned a minimum of twice weekly or as frequently as required by the PWD.
During construction, water trucks or sprinkler systems shall be used to keep all areas of vehicle movement damp enough to prevent dust from leaving the site. At a minimum, this would include wetting down such areas in the later morning and after work is completed for the day and whenever wind exceeds 15 miles per hour.
Soil stockpiled for more than two days shall be covered, kept moist, or treated with soil binders to prevent dust generation.
Construction equipment used on the site shall meet the following conditions in order to minimize NOx and ROC emissions:
Diesel-powered equipment such as booster pumps or generators should be replaced by electric equipment to the extent feasible; and
The operation of heavy-duty construction equipment shall be limited to no more than 5 pieces of equipment at one time.
Noise Attenuation 83.
All diesel equipment shall be operated with closed engine doors and shall be equipped with factory-recommended mufflers.
84.
Electrical power shall be used to run air compressors and similar power tools.
D - 37
85.
For all noise-generating activity on the project site associated with the installation of new facilities, additional noise attenuation techniques shall be employed to reduce noise levels to City of Santa Monica noise standards. Such techniques may include, but are not limited to, the use of sound blankets on noise generating equipment and the construction of temporary sound barriers between construction sites and nearby sensitive receptors.
Miscellaneous 86.
For temporary excavation and shoring that includes tiebacks into the public rightof-way, a Tieback Agreement, prepared by the City Attorney, will be required excepting any public right of way which exists only as a result of this Agreement.
D - 38
FIRE General Requirements The following comments are to be included on plans if applicable. Requirements are based on the California Fire Code (CFC), the Santa Monica Municipal Code (SMMC) and the California Building Code (CBC). California Fire Code/ Santa Monica Fire Department Requirements 87.
A fire apparatus access road shall be provided to within 150 feet of all exterior walls of the first floor of the building. The route of the fire apparatus access road shall be approved by the fire department. The 150 feet is measured by means of an unobstructed route around the exterior of the building.
88.
Apparatus access roads shall have a minimum unobstructed width of 20 feet. A minimum vertical clearance of 13 feet 6 inches shall be provided for the apparatus access roads.
89.
Dead-end fire apparatus access roads in excess of 150 feet in length shall be provided with an approved means for turning around the apparatus.
90.
A “Knox” key storage box shall be provided for ALL new construction. For buildings, other than high-rise, a minimum of 3 complete sets of keys shall be provided. Keys shall be provided for all exterior entry doors, fire protection equipment control equipment rooms, mechanical and electrical rooms, elevator controls and equipment spaces, etc. For high-rise buildings, 6 complete sets are required.
91.
Santa Monica Municipal Code Chapter 8 section 8.44.050 requires an approved automatic fire sprinkler system in all new construction and certain remodels or additions. Any building that does not have a designated occupant and use at the time fire sprinkler plans are submitted for approval, the system shall be designed and installed to deliver a minimum density of not less than that required for ordinary hazard, Group 2, with a minimum design area of not less than three thousand square feet. Plans and specifications for fire sprinkler systems shall be submitted and approved prior to system installation.
92.
Buildings four or more stories in height shall be provided with not less than one standpipe during construction.
93.
The standpipe(s) shall be installed before the progress of construction is more than 35- feet above grade. Two-and-one-half-inch valve hose connections shall be provided at approved, accessible locations adjacent to useable stairs. Temporary standpipes shall be capable of delivering a minimum demand of 500 gpm at 100-psi residual pressure. Pumping equipment shall be capable of providing the required pressure and volume. D - 39
94.
Provide Multipurpose Dry Chemical type fire extinguishers with a minimum rating of 2A-10B:C. Extinguishers shall be located on every floor or level. Maximum travel distance from any point in space or building shall not exceed 75 feet. Extinguishers shall be mounted on wall or installed in cabinet no higher than 4 ft. above finished floor and plainly visible and readily accessible or signage shall be provided.
95.
An automatic fire extinguishing system complying with UL 300 shall be provided to protect commercial-type cooking or heating equipment that produces greaseladen vapors. A separate plan submittal is required for the installation of the system and shall be in accordance with UFC Article 10, NFPA 17A and NFPA 96. Provide a Class “K” type portable fire extinguisher within 30 feet the kitchen appliances emitting grease-laden vapors.
96.
Every building and/or business suite is required to post address numbers that are visible from the street and alley. Address numbers shall be a minimum of six (6) inches in height and contrast with their background. Suite or room numbers shall be a minimum of four (4) inches in height and contrast with their background. Santa Monica Municipal Code Chapter 8 Section 8.48.130 (l) (1)
97.
When more than one exit is required they shall be arranged so that it is possible to go in either direction to a separate exit, except deadends not exceeding 20 feet, and 50 feet in fully sprinklered buildings.
98.
Exit and directional signs shall be installed at every required exit doorway, intersection of corridors, exit stairways and at other such locations and intervals as necessary to clearly indicate the direction of egress. This occupancy/use requires the installation of approved floor level exit pathway marking. Exit doors shall be openable from the inside without the use of a key, special effort or knowledge.
99.
Show ALL door hardware intended for installation on Exit doors.
100.
In buildings two stories or more in height an approved floor plan providing emergency procedure information shall be posted at the entrance to each stairway, in every elevator lobby, and immediately inside all entrances to the building. The information shall be posted so that it describes the represented floor and can be easily seen upon entering the floor level or the building. Required information shall meet the minimum standards established in the Santa Monica Fire Department, Fire Prevention Division, information sheet entitled “Evacuation Floor Plan Signs.” (California Code of Regulations Title 19 Section 3.09)
101.
Stairway Identification shall be in compliance with CBC 1022.8
102.
Floor-level exit signs are required in Group A, E, I, R-1, R-2 and R-4 occupancies.
103.
In buildings two stories in height at least one elevator shall conform to the D - 40
California Buildings Code Chapter 30 section 3003.5a for General Stretcher Requirements for medical emergency use. a.
The elevator entrance shall not be less than 42 inches wide by 72 inches high.
b.
The elevator car shall have a minimum clear distance between walls excluding return panels of not less than 80 inches by 54 inches.
c.
Medical emergency elevators shall be identified by the international symbol (star of life) for emergency elevator use. The symbol shall be not less than 3-inches in size.
104.
Storage, dispensing or use of any flammable or combustible liquids, flammable compressed gases or other hazardous materials shall comply with the Uniform Fire Code. The Santa Monica Fire Department prior to any materials being stored or used on site shall approve the storage and use of any hazardous materials. Complete and submit a “Consolidated Permit Application Package.” Copies may be obtained by calling (310) 458-8915.
105.
Alarm-initiating devices, alarm-notification devices and other fire alarm system components shall be designed and installed in accordance with the appropriate standards of Chapter 35 of the Building Code, and the National Fire Alarm Code NFPA 72. The fire alarm system shall include visual notification appliances for warning the hearing impaired. Approved visual appliances shall be installed in ALL rooms except private (individual) offices, closets, etc
106.
An approved fire alarm system shall be installed as follows:
107.
Group A Occupancies with an occupant load of 1,000 or more shall be provided with a manual fire alarm system and an approved prerecorded message announcement using an approved voice communication system. Emergency power shall be provided for the voice communication system.
108.
Group E Occupancies having occupant loads of 50 or more shall be provided with an approved manual fire alarm system.
109.
Group R-1, R-2 Apartment houses containing 16 or more dwelling units, in buildings three or more stories in height R-2.1 and R-4 Occupancies shall be provided with a manual alarm system. Smoke detectors shall be provided in all common areas and interior corridors of required exits. Recreational, laundry, furnace rooms and similar areas shall be provided with heat detectors.
110.
Plans and specifications for fire alarm systems shall be submitted and approved prior to system installation
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Santa Monica Fire Department - Fire Prevention Policy Number 5-1 Subject: Fire Apparatus Access Road Requirements Scope: This policy identifies the minimum standards for apparatus access roads required by California Fire Code, Section 503. Application 111.
112.
Fire apparatus access roads shall comply with the following minimum standards: a.
The minimum clear width shall be not less than 20 feet. No parking, stopping or standing of vehicles is permitted in this clear width.
b.
When fire hydrants or fire department connections to fire sprinkler systems are located on fire apparatus access roads the minimum width shall be 26 feet. This additional width shall extend for 20 feet on each side of the centerline of the fire hydrant or fire department connection.
c.
The minimum vertical clearance shall be 13 feet, 6 inches.
d.
The minimum turn radius for all access road turns shall be not less than 39 feet for the inside radius and 45 feet for the outside radius.
e.
Dead-end access roads in excess of 150 feet in length shall be provided with either a 96 feet diameter “cul-de-sac,” 60 foot “Y” or 120-foot “hammerhead” to allow the apparatus to turn.
f.
The surface shall be designed and maintained to support the imposed loads of at least 75,000-pound and shall be “all-weather.” An “all-weather” surface is asphalt, concrete or other approved driving surface capable of supporting the load.
Gates installed on fire apparatus access roads shall comply with the following: a.
The width of any gate installed on a fire apparatus access road shall be a minimum of 20 feet.
b.
Gates may be of the swinging or sliding type.
c.
Gates shall be constructed of materials that will allow for manual operation by one person.
d.
All gate components shall be maintained in an operative condition at all times and shall be repaired or replaced when defective.
e.
Electric gates shall be equipped with a means of opening the gate by fire department personnel for emergency access. The Fire Prevention Division shall approve emergency opening devices.
f.
Manual opening gates may be locked with a padlock, as long it is accessible to be opened by means of forcible entry tools.
g.
The Fire Prevention Division shall approve locking device specification.
D - 42
113.
Fire apparratus access roads shall be b marked w with permaneent NO PAR RKING – FIRE LAN NE CVC SE ECTION 225 500.1. Signs shall have a minimum ddimension of 12 inches wide and 18 8 inches high h having redd letters on a white reflecctive backgroun nd. a.
Fiire apparatuss access road ds signs and placement sshall complyy with the following: a.
wide must be posted on Fire Apparatus acccess roads 200 to 26 feet w both siides as a firee lane.
b.
Fire Apparatus acccess roads 266 to 32 feet w wide must be posted on one sid de as a fire laane.
114.
3 feet in heeight or moree than 3 storries in heightt Buildingss or facilitiess exceeding 30 shall havee at least 2 fiire apparatuss access roadds for each sstructure.
115.
Fire apparratus access roads for co ommercial annd industriall developmeent shall comply with w the follo owing: a.
Bu uildings or facilities f exceeeding 30 feeet in height or more thaan 3 stories inn heeight shall haave at least 2 means of fi fire apparatus access for each strructure. D - 43
116.
b.
Buildings or facilities having a gross floor area of more than 62,000 square feet shall be provided with 2 fire apparatus access roads.
c.
When two access roads are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the property or area to be accessed measured in a straight line between access.
Aerial apparatus access roads shall comply with the following: a.
Buildings or portions of buildings or facilities exceeding 30 feet in height from the lowest point of Fire Department access shall be provided shall be provided with approved apparatus access roads capable of accommodating aerial apparatus.
b.
Apparatus access roads shall have a minimum width of 26 feet in the immediate vicinity of any building or portion of a building more than 30 feet in height.
c.
At least one of the required access roads meeting this condition shall be located within a minimum of 15 feet and maximum of 30 feet from the building and shall be a positioned parallel to one entire side of the building.
D - 44
117.
California Building Code / Santa Monica Fire Department Requirements
Occupancy Classification and Division If a change in occupancy or use, identify the existing and all proposed new occupancy classifications and uses
Assembly (A-1, A-2, A-3), Business (B), Mercantile (M), Residential (R), etc.
Include all accessory uses
Building Height Height in feet (SMMC defines a High-Rise as any structure greater than 55 feet.)
Number of stories
Detail increase in allowable height
Type I (II-FR.) buildings housing Group B office or Group R, Division 1 Occupancies each having floors used for human occupancy located more than 55 feet above the lowest level of fire department vehicle access shall comply with CBC Section 403. a. Automatic sprinkler system. b. Smoke-detection systems. c. Smoke control system conforming to Chapter 9 section 909. d. Fire alarm and communication systems. 1. Emergency voice alarm signaling system. 2. Fire department communication system. e. Central control station. (96 square feet minimum with a minimum dimension of 8’ ft) f. {omitted} g. Elevators. h. Standby power and light and emergency systems. i. Exits j. Seismic consideration.
D - 45
Total Floor Area of Buildings or Project
Basic Allowable Floor Area
Floor Area for each room or area
Detail allowable area increase calculations
Corridor Construction
Type of Construction
Detail any and all code exceptions being used
Occupant Load Calculations
Occupancy Classification for each room or area.
Occupant Load Calculation for each room or area based on use or occupancy
Total Proposed Occupant Load
Means of Egress
Exit width calculations
Exit path of travel
Exit Signage and Pathway Illumination (low level exit signage)
Atria - Atria shall comply with CBC Section 404 as follows:
Atria shall not be permitted in buildings containing Group H Occupancies.
Each entire Building shall be sprinklered.
A mechanically operated smoke-control system meeting the requirements of Section 909 and 909.9 shall be installed.
Smoke detectors shall be installed in accordance with the Fire Code.
Except for open exit balconies within the atrium, the atrium shall be separated from adjacent spaces by one-hour fire-resistive construction. See exceptions to Section 404.6.
When a required exit enters the atrium space, the travel distance from the doorway of the tenant space to an enclosed stairway, horizontal exit, exterior door or exit passageway shall not exceed 200 feet.
In other than jails, prisons and reformatories, sleeping rooms of Group I Occupancies shall not have required exits through the atrium. D - 46
Standby power shall be provided for the atrium and tenant space smokecontrol system. Sections 404.7 and 909.11.
The interior finish for walls and ceilings of the atrium and all unseparated tenant spaces shall be Class I. Section 404.8.
Atriums of a height greater than 20 feet, measured from the ceiling sprinklers, shall only contain furnishings and decorative materials with potential heat of combustion less than 9,000 Btu's per pound. All furnishings to comply with California Bureau of Home Furnishings, Technical Bulletin 133, “Flammability Test for Seating Furniture in Public Occupancies.” All furnishings in public areas shall comply with California Bureau of Home Furnishings, Technical Bulletin 133, “Flammability Test for Seating Furniture in Public Occupancies.” Los Angeles County Fire 118.
Fire Flow Requirements
I. INTRODUCTION A.
Purpose: To provide Department standards for fire flow, hydrant spacing and specifications.
B.
Scope: Informational to the general public and instructional to all individuals, companies, or corporations involved in the subdivision of land, construction of buildings, or alterations and/or installation of fire protection water systems and hydrants.
C.
Author: The Deputy Chief of the Prevention Services Bureau through the Assistant Fire Chief (Fire Marshal) of the Fire Prevention Division is responsible for the origin and maintenance of this regulation.
D.
Definitions: 1.
GPM – gallons per minute
2.
psi – pounds per square inch
3.
Multiple family dwellings – three or more dwelling units attached
D - 47
II. RESPONSIBILITY A.
Land Development Unit 1.
B.
The Department’s Land Development Unit shall review all subdivisions of land and apply fire flow and hydrant spacing requirements in accordance with this regulation and the present zoning of the subdivision or allowed land use as approved by the County’s Regional Planning Commission or city planning department.
Fire Prevention Engineering Section 1.
The Department’s Fire Prevention Engineering Section shall review buildings plans and apply fire flow and hydrant spacing requirements in accordance with this regulation.
III. POLICY A. The procedures, standards, and policies contained herein are provided to ensure the adequacy of, and access to, fire protection water and shall be enforced by all Department personnel.
{remainder of page is blank}
D - 48
IV. PROCEDURES
A.
Land development: fire flow, duration of flow, and hydrant spacing
The following requirements apply to land development issues such as: tract and parcel maps, conditional use permits, zone changes, lot line adjustments, planned unit developments, etc.
1.
Residential Fire Zones 3 Very High Fire Hazard Severity Zone (VHFHSZ)
Fire Flow
Duration of Flow
Public Hydrant Spacing
a.
Single family dwelling and detached condominiums (1 – 4 Units) (Under 5,000 square feet)
1,250 GPM
2 hrs.
600 ft.
b.
Detached condominium (5 or more units) (Under 5,000 square feet)
1,500 GPM
2 hrs.
300 ft.
c.
Two family dwellings (Duplexes)
1,500 GPM
2 hrs.
600 ft.
NOTE: 5,000
FOR SINGLE FAMILY DWELLINGS OVER SQUARE FEET. SEE, TABLE 1 FOR FIRE FLOW REQUIREMENTS PER BUILDING SIZE.
2.
Multiple family dwellings, hotels, high rise, commercial, industrial, etc. a.
Due to the undetermined building designs for new land development projects (undeveloped land), the required fire flow shall be: 5,000 GPM 5 hrs. 300 ft.
D - 49
NOTE:
b.
REDUCTION IN FIRE FLOW IN ACCORDANCE WITH TABLE 1.
Land development projects consisting of lots having existing structures shall be in compliance with Table 1 (fire flow per building size). This standard applies to multiple family dwellings, hotels, high rise, commercial, industrial, etc. NOTE:
FIRE FLOWS PRECEDING ARE MEASURED AT 20 POUNDS PER SQUARE INCH RESIDUAL PRESSURE.
B. Building plans The Department’s Fire Prevention Engineering Section shall review building plans and apply fire flow requirements and hydrant spacing in accordance with the following: 1.
Residential
Building Occupancy Classification a. Single family dwellings - Fire Zone 3 (Less than 5,000 square feet)
On a lot of one acre or more On a lot less than one acre
Fire Flow
Duration of Flow
Public Hydrant Spacing
750 GPM
2 hrs.
600 ft.
2 hrs
600 ft.
1,250 GPM
b. Single family dwellings – VHFHSZ (Less than 5,000 square feet) On a lot of one acre or more
1,000 GPM
2 hrs.
600 ft.
On a lot less than one acre
1,250 GPM
2 hrs
600 ft.
NOTE:
FOR SINGLE FAMILY DWELLINGS GREATER THAN 5,000 SQUARE FEET IN AREA SEE TABLE
D - 50
Fire Flow
Duration of Flow
Public Hydrant Spacing
c. Two family dwellings – VHFHSZ (Less than 5,000 square feet) Duplexes
1,500 GPM
2 hrs
600 ft.
2. Mobile Home Park a. Recreation Buildings
Refer to Table 1 for fire flow according to building size.
b. Mobile Home Park
1,250 GPM
3.
C.
2 hrs
600 ft.
Multiple residential, apartments, single family residences (greater than 5,000 square feet), private schools, hotels, high rise, commercial, industrial, etc. (R-1, E, B, A, I, H, F, M, S) (see Table 1).
Public fire hydrant requirements 1.
Fire hydrants shall be required at intersections and along access ways as spacing requirements dictate
2.
Spacing a. Cul-de-sac When cul-de-sac depth exceeds 450' (residential) or 200' (commercial), hydrants shall be required at midblock. Additional hydrants will be required if hydrant spacing exceeds specified distances. b. Single family dwellings Fire hydrant spacing of 600 feet NOTE:
(1)
The following guidelines shall be used in meeting single family dwellings hydrant spacing requirements: Urban properties (more than one unit per acre): No portion of lot frontage should be more than 450' via vehicular access from a public hydrant.
D - 51
(2)
Non-Urban Properties (less than one unit per acre): No portion of a structure should be placed on a lot where it exceeds 750' via vehicular access from a properly spaced public hydrant that meets the required fire flow.
c. All occupancies Other than single family dwellings, such as commercial, industrial, multi-family dwellings, private schools, institutions, detached condominiums (five or more units), etc. Fire hydrant spacing shall be 300 feet. NOTE: The following guidelines shall be used in meeting the hydrant spacing requirements. (1) No portion of lot frontage shall be more than 200 feet via vehicular access from a public hydrant. (2) No portion of a building should exceed 400 feet via vehicular access from a properly spaced public hydrant. d. Supplemental fire protection When a structure cannot meet the required public hydrant spacing distances, supplemental fire protection shall be required. NOTE: Supplemental fire protection is not limited to the installation of on-site fire hydrants; it may include automatic extinguishing systems. 3.
Hydrant location requirements - both sides of a street Hydrants shall be required on both sides of the street whenever: a. Streets having raised median center dividers that make access to hydrants difficult, causes time delay, and/or creates undue hazard. b. For situations other than those listed in “a” above, the Department’s inspector’s judgment shall be used. The following items shall be considered when determining hydrant locations: D - 52
D.
(1)
Excessive traffic loads, major arterial route, in which traffic would be difficult to detour.
(2)
Lack of adjacent parallel public streets in which traffic could be redirected (e.g., Pacific Coast Highway).
(3)
Past practices in the area.
(4)
Possibility of future development in the area.
(5)
Type of development (i.e., flag-lot units, large apartment or condo complex, etc.).
(6)
Accessibility to existing hydrants
(7)
Possibility of the existing street having a raised median center divider in the near future.
On-Site Hydrant Requirements 1.
When any portion of a proposed structure exceeds (via vehicular access) the allowable distances from a public hydrant and on-site hydrants are required, the following spacing requirements shall be met: a.
Spacing distance between on-site hydrants shall be 300 to 600 feet. (1)
b.
Design features shall assist in allowing distance modifications. Factors considered when allowing distance modifications. (1)
Only sprinklered buildings qualify for the maximum spacing of 600 feet.
(2)
For non-sprinklered buildings, consideration should be given to fire protection, access doors, outside storage, etc. Distance between hydrants should not exceed 400 feet.
D - 53
2.
Fire flow a.
All on-site fire hydrants shall flow a minimum of 1,250 gallons per minute at 20 psi for a duration of two hours. If more than one onsite fire hydrant is required, the on-site fire flow shall be at least 2,500 gallons per minute at 20 psi, flowing from two hydrants simultaneously. On site flow may be greater depending upon the size of the structure and the distance from public hydrants. NOTE:
3.
ONE OF THE TWO HYDRANTS TESTED SHALL BE THE FARTHEST FROM THE PUBLIC WATER SOURCE.
Distance from structures All on-site hydrants shall be installed a minimum of 25 feet from a structure or protected by a two-hour firewall.
4.
Shut-off valves All on-site hydrants shall be equipped with a shut-off (gate) valve, which shall be located as follows: a. Minimum distance to the hydrant b. Maximum distance from the hydrant
5.
10 feet. 25 feet
Inspection of new installations All new on-site hydrants and underground installations are subject to inspection of the following items by a representative of the Department: a. b. c. d.
Piping materials and the bracing and support thereof. A hydrostatic test of 200 psi for two hours. Adequate flushing of the installation. Flow test to satisfy required fire flow. (1) Hydrants shall be painted with two coats of red primer and one coat of red paint, with the exception of the stem and threads, prior to flow test and acceptance of the system.
D - 54
6.
Maintenance It shall be the responsibility of the property management company, the homeowners association, or the property owner to maintain onsite hydrants.
E.
a.
Hydrants shall be painted with two coats of red primer and one coat of red, with the exception of the stem and threads, prior to flow test and acceptance of the system.
b.
No barricades, walls, fences, landscaping, etc., shall be installed or planted within three feet of a fire hydrant.
Public Hydrant Flow Procedure The minimum acceptable flow from any existing public hydrant shall be 1,000 GPM unless the required fire flow is less. Hydrants used to satisfy fire flow requirements will be determined by the following items: 1.
Only hydrants that meet spacing requirements are acceptable for meeting fire flow requirements.
2.
In order to meet the required fire flow: a.
Flow closest hydrant and calculate to determine flow at 20 pounds per square inch residual pressure. If the calculated flow does not meet the fire flow requirement, the next closest hydrant shall be flowed simultaneously with the first hydrant, providing it meets the spacing requirement, etc.
b.
If more than one hydrant is to be flowed in order to meet the required fire flow, the number of hydrants shall be flowed as follows: One hydrant Two hydrants Three hydrants
F.
1,250 GPM and below 1,251– 3,500 GPM flowing simultaneously 3,501– 5,000 GPM flowing simultaneously
Hydrant Upgrade Policy 1.
Existing single outlet 2 1/2" inch hydrants shall be upgraded to a double outlet 6" x 4" x 2 1/2" hydrant when the required fire flow exceeds 1,250 GPM.
2.
An upgrade of the fire hydrant will not be required if the required fire D - 55
flow is between the minimum requirement of 750 gallons per minute, up to and including 1,250 gallons per minute, and the existing public water system will provide the required fire flow through an existing wharf fire hydrant.
G.
3.
All new required fire hydrant installations shall be approved 6" x 4" x 2 1/2" fire hydrants.
4.
When water main improvements are required to meet GPM flow, and the existing water main has single outlet 2 1/2" fire hydrant(s), then a hydrant(s) upgrade will be required. This upgrade shall apply regardless of flow requirements.
5.
The owner-developer shall be responsible for making the necessary arrangements with the local water purveyor for the installation of all public facilities.
6.
Approved fire hydrant barricades shall be installed if curbs are not provided (see Figures 1, 2, and 3 following on pages 11 and 12).
Hydrant Specifications All required public and on-site fire hydrants shall be installed to the following specifications prior to flow test and acceptance of the system. 1.
Hydrants shall be: a.
Installed so that the center line of the lowest outlet is between 14 and 24 inches above finished grade
b.
Installed so that the front of the riser is between 12 and 24 inches behind the curb face
c.
Installed with outlets facing the curb at a 45-degree angle to the curb line if there are double outlet hydrants
d.
Similar to the type of construction which conforms to current A.W.W.A. Standards
e.
Provided with three-foot unobstructed clearance on all sides.
f.
Provided with approved plastic caps
D - 56
g.
2.
Painted with two coats of red primer and one coat of traffic signal yellow for public hydrants and one coat of red for onsite hydrants, with the exception of the stems and threads
Underground shut-off valves are to be located: a.
A minimum distance of 10 feet from the hydrant
b.
A maximum distance of 25 feet from the hydrant Exception: Location can be less than 10 feet when the water main is already installed and the 10-foot minimum distance cannot be satisfied.
3.
All new water mains, laterals, gate valves, buries, and riser shall be a minimum of six inches inside diameter.
4.
When sidewalks are contiguous with a curb and are five feet wide or less, fire hydrants shall be placed immediately behind the sidewalk. Under no circumstances shall hydrants be more than six feet from a curb line.
5.
The owner-developer shall be responsible for making the necessary arrangements with the local water purveyor for the installation of all public facilities.
6.
Approved fire hydrant barricades shall be installed if curbs are not provided (see Figures 1, 2, and 3 following on pages 11 and 12).
D - 57
Barriicade/Clearan nce Details
Figurre 1
Figurre 2
D - 58
Figurre 3 Notees: 1.
Construccted of steel not less than n four inchess in diameterr, six inchess if heavy truck traaffic is anticipated, sched dule 40 steel and concrette filled.
2.
Posts shaall be set nott less than th hree feet deepp in a concreete footing oof not less than 15 inches i in diaameter, with the top of thhe posts not less than thrree feet above grround and no ot less than three t feet froom the hydraant
3.
Posts, fences, vehiclees, growth, trash t storagee and other m materials or tthings shall not be pllaced or keptt near fire hy ydrants in a manner thatt would prevvent fire hydrantss from being immediately y discernablle.
4.
If hydran nt is to be baarricaded, no o barricade s hall be consstructed in frront of the hydrant outlets o (Figu ure 2, shaded d area).
5.
The exacct location of barricades may be channged by the field inspector during a field insp pection.
6.
The steel pipe abovee ground shall be paintedd a minimum m of two fieldd coats of primer.
7.
Two finiish coats of “traffic “ signaal yellow” shhall be used for fire hydrrant barricadees.
D - 59
8.
Figure 3 shows hydrant hook up during fireground operations. Notice apparatus (hydra-assist-valve) connected to hydrant and the required area. Figure 3 shows the importance of not constructing barricades or other obstructions in front of hydrant outlets.
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H.
Private fire protection systems for rural commercial and industrial development Where the standards of this regulation cannot be met for industrial and commercial developments in rural areas, alternate proposals which meet NFPA Standard 1142 may be submitted to the Fire Marshal for review. Such proposals shall also be subject to the following: 1.
The structure is beyond 3,000 feet of any existing, adequatelysized water system. a.
2.
I.
Structures within 3,000 feet of an existing, adequately-sized water system, but beyond a water purveyor service area, will be reviewed on an individual basis.
The structure is in an area designated by the County of Los Angeles’ General Plan as rural non-urban.
Blue reflective hydrant markers replacement policy 1.
Purpose: To provide information regarding the replacement of blue reflective hydrant markers, following street construction or repair work. a.
Fire station personnel shall inform Department of Public Works Street Construction Inspectors of the importance of the blue reflective hydrant markers, and encourage them to enforce their Department permit requirement, that streets and roads be returned to their original condition, following construction or repair work.
b.
When street construction or repair work occurs within this Department's jurisdiction, the nearest Department of Public Works Permit Office shall be contacted. The location can be found by searching for the jurisdiction office in the "County of Los Angeles Telephone Directory" under "Department of Public Works Street Maintenance Division." The importance of the blue reflective hydrant markers should be explained, and the requirement encouraged that the street be returned to its original condition, by replacing the hydrant markers.
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TABLE 1 * BUILDING SIZE (First floor area)
Fire Flow* (1) (2)
Duration
Hydrant Spacing
Under 3,000
sq. ft.
1,000 GPM
2 hrs
300 ft
3,000 to 4,999
sq. ft.
1,250 GPM
2 hrs
300 ft
5,000 to 7,999
sq. ft.
1,500 GPM
2 hrs
300 ft
8,000 to 9,999
sq. ft.
2,000 GPM
2 hrs
300 ft
10,000 to 14,999
sq. ft.
2,500 GPM
2 hrs
300 ft
15,000 to 19,999
sq. ft.
3,000 GPM
3 hrs
300 ft
20,000 to 24,999
sq. ft.
3,500 GPM
3 hrs
300 ft
25,000 to 29,999
sq. ft.
4,000 GPM
4 hrs
300 ft
30,000 to 34,999
sq. ft.
4,500 GPM
4 hrs
300 ft
35,000 or more
sq. ft.
5,000 GPM
5 hrs
300 ft
* See applicable footnotes below: (FIRE FLOWS MEASURED AT 20 POUNDS PER SQUARE INCH RESIDUAL PRESSURE) (1)
Conditions requiring additional fire flow. a. Each story above ground level - add 500 GPM per story. b. Any exposure within 50 feet - add a total of 500 GPM. c. Any high-rise buildings (as determined by the jurisdictional Buildings code) the fire flow shall be a minimum of 3,500 GPM for 3 hours at 20 psi. d. Any flow may be increased up to 1,000 GPM for a hazardous occupancy.
(2)
Reductions in fire flow shall be cumulative for type of construction and a fully sprinklered buildings. The following allowances and/or additions may be made to standard fire flow requirements: a.
A 25% reduction shall be granted for the following types of construction: Type I-F.R, Type II-F.R., Type II one-hour, Type II-N, Type III one-hour, Type III-N, Type IV, Type IV one hour, and Type V one-hour. This reduction shall be automatic and credited on all projects using these types of construction. Credit will not be given for Type V-N structures (to a minimum of 2,000 GPM available fire flow).
b.
A 25% reduction shall be granted for fully sprinklered buildings (to a D - 62
minimum of 2,000 GPM available fire flow). c.
When determining required fire flows for structures that total 70,000 square feet or greater, such flows shall not be reduced below 3,500 GPM at 20 psi for three hours.
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EXHIBIT “E” SMMC ARTICLE 9 (PLANNING AND ZONING)
On file with the City Clerk
EXHIBIT “F-1” LOCAL HIRING PROGRAM FOR CONSTRUCTION Local Hiring Policy For Construction. Each Developer shall implement a local hiring policy (the “Local Hiring Policy”) for construction of such Developer’s portion of the Project, consistent with the following guidelines: 1. Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by Developer and its contractors at the Project of residents of the City of Santa Monica (the “Targeted Job Applicants”), and in particular, those residents who are “Low-Income Individuals” (defined below) by ensuring Targeted Job Applicants are aware of Project construction employment opportunities and have a fair opportunity to apply and compete for such jobs. 2. Findings. a.
Approximately 73,000-74,000 individuals work in the City. The City has a resident labor force of approximately 57,300. However, only about onethird (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non-resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts.
b.
Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent return from work outside the area.
c.
Absentee parents and unsupervised youth can result in increased problems for families, communities and the City as a whole, including, but not limited to, increased crime, more frequent and serious injuries, poor homework accomplishments, failing grades and increased high school dropout rates.
d.
Of the approximately 45,000 households in the City, thirty percent are defined as low-income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately 7.6% of the City's residents are unemployed.
e.
By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Project Construction jobs, this local hiring policy will facilitate job opportunities to City residents which would
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expand the City's employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area. 3. Definitions. a.
“Contract” means a contract or other agreement for the providing of any combination of labor, materials, supplies, and equipment to the construction of the Project that will result in On-Site Jobs, directly or indirectly, either pursuant to the terms of such contract or other agreement or through one or more subcontracts.
b.
“Contractor” means a prime contractor, a sub-contractor, or any other entity that enters into a Contract with Developer for any portion or component of the work necessary to construct the Project (excluding architectural, design and other “soft” components of the construction of the Project).
c.
“Low Income Individual” means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income.
d.
“Median Income” means the median income for the Los Angeles-Long Beach Primary Metropolitan Statistical Area, as published from time to time by the City in connection with its Affordable Housing Production Program pursuant to SMMC Section 9.56.
e.
“On-Site Jobs” means all jobs by a Contractor under a Contract for which at least fifty percent (50%) of the work hours for such job requires the employee to be at the Project site, regardless of whether such job is in the nature of an employee or an independent contractor. On-Site Jobs shall not include jobs at the Project site which will be performed by the Contractor's established work crew who have not been hired specifically to work at the Project site.
4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit “F-1,” the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On-Site Job in the following order of priority: a.
First Priority: Low Income Individuals living within one mile of the Project;
b.
Second Priority: Low Income Individuals living in census tracts throughout the City for which 51% or more of the households have an income that is no greater than 80% of the Median Income;
c.
Third Priority: Low Income Individuals living in the City, other than the first priority and second priority Low Income Individuals; and
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d.
Fourth Priority: City residents other than the first priority, second priority, and third priority City residents.
5. Coverage. The Local Hiring Policy shall apply to all hiring for On-Site Jobs related to the construction of the Project, by Developer and its Contractors. 6. Outreach. So that Targeted Job Applicants are made aware of the availability of On-Site Jobs, Developer or its Contractors shall advertise available On-Site Jobs in the Santa Monica Daily Press or similar local media and/or electronically on a city-sponsored website, if such a resource exists. In addition, Developer shall consult with and provide written notice to at least two first source hiring organizations, which may include but are not limited to the following: a. Local first source hiring programs b. Trade unions c. Apprenticeship programs at local colleges d. Santa Monica educational institutions e. Other non-profit organizations involved in referring eligible applicants for job opportunities 7. Hiring. Developer and its contractor(s) shall consider in good faith all applications submitted by Targeted Job Applicants for On-Site Jobs in accordance with their normal practice to hire the most qualified candidate for each position and shall make a good faith effort to hire Targeted Job Applicants when most qualified or equally qualified as other applicants. The City acknowledges that the Contractors shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On-Site Job for which such Targeted Job Applicant has applied. Contractors are not precluded from advertising regionally or nationally for employees in addition to its local outreach efforts. 8. Term. The Local Hiring Policy shall continue to apply to the construction of the Project until the final certificate of occupancy for the Project has been issued by the City.
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EXHIBIT “F-2” LOCAL HIRING PROGRAM FOR PERMANENT EMPLOYMENT Local Hiring Policy For Permanent Employment. The Developer of the Commercial Phase of the Project shall implement a local hiring policy (the “Local Hiring Policy”), consistent with the following guidelines: 1. Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by the commercial tenants of the Project of residents of the City of Santa Monica (the “Targeted Job Applicants”), and in particular, those residents who are “Low-Income Individuals” (defined below) by ensuring Targeted Job Applicants are aware of Project employment opportunities and have a fair opportunity to apply and compete for such jobs. The goal of this policy is local hiring. 2. Findings. a.
Approximately 73,000-74,000 individuals work in the City. The City has a resident labor force of approximately 57,300. However, only about onethird (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non-resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts.
b.
Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent return from work outside the area.
c.
Absentee parents and unsupervised youth can result in increased problems for families, communities and the City as a whole, including, but not limited to, increased crime, more frequent and serious injuries, poor homework accomplishments, failing grades and increased high school dropout rates.
d.
Of the approximately 45,000 households in the City, thirty percent are defined as low-income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately 7.6% of the City's residents are unemployed.
e.
By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Project jobs, this local hiring policy will facilitate job opportunities to City residents which would expand the City's
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employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area. 3. Definitions. For purposes of this Exhibit “F-2”, the following terms have the following meanings: a.
“Employer” means any tenant of a Creative Office Building.
b.
“Low Income Individual” means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income.
c.
“Median Income” means the median income for the Los Angeles-Long Beach Primary Metropolitan Statistical Area, as published from time to time by the City in connection with its Affordable Housing Production Program pursuant to SMMC section 9.56.
d.
“On-Site Jobs” means all jobs on the Project site provided by Employers regardless of whether such job is in the nature of an employee or an independent contractor.
4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit “F-2”, the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On-Site Job in the following order of priority: a.
First Priority: Low Income Individuals living within one mile of the Project;
b.
Second Priority: Low Income Individuals living in the City, other than the first priority Low Income Individuals; and
c.
Third Priority: City residents other than the first priority and second priority City residents.
For purposes of this Local Hiring Policy, the Employer is authorized to rely on the most recent year’s income tax records (W-2) and proof of residency (e.g. driver’s license, utility bill, voter registration) if voluntarily submitted by a prospective job applicant for purposes of assessing a Targeted Job Applicant’s place of residence and income. 5. Coverage. The Local Hiring Policy shall apply to all hiring for On-Site Jobs. Notwithstanding the foregoing, the Local Hiring Policy shall not apply to temporary employees utilized while a permanent employee is temporarily absent or while a replacement is being actively sought for a recently-departed permanent employee. Furthermore, the Local Hiring Policy shall not (a) preclude the rehiring of a prior employee or the transfer of an existing employee from another location or (b) apply to any employment opportunities which may require a level of confidentiality or that may not be reasonably advertised to the general public without causing harm to an Employer. F-5
6. Recruitment. a.
Advanced Local Recruitment - Initial Hiring for New Office. In the event that an Employer is opening a new office of their business, Targeted Job Applicants are made aware of the availability of On-Site Jobs, at least 30 days before recruitment (“Advanced Recruitment Period”) is opened up to general circulation for the initial hiring by a new office, Employer shall advertise available On-Site Jobs in the Santa Monica Daily Press or similar local media and/or electronically on a City-sponsored website, if such a resource exists. In addition, Employer shall consult with and provide written notice to at least two first source hiring organizations, which may include but are not limited to the following: i. Local first source hiring programs ii. Trade unions iii. Apprenticeship programs at local colleges iv. Santa Monica educational institutions v. Other non-profit organizations involved in referring eligible applicants for job opportunities Employer shall hold the positions open for no more than 30 days in order to allow for referrals from the first source hiring organizations. Employer shall review information provided by the selected organizations with respect to all applicants referred by such organizations and interview those individuals who, following a review of such information, are determined by the Employer to meet the Employer’s written minimum qualifications for the position. The Employer shall maintain a written record explaining the reasons for not selecting any individual referred to Employer by the selected organizations who was interviewed by the Employer for the position.
b.
Advanced Local Recruitment - Subsequent Hiring. For subsequent OnSite Job opportunities, the Advanced Recruitment Period for Targeted Job Applicants can be reduced to at least 7 days before recruitment is opened up to general circulation. Alternatively, the Employer may also use an established list of potential Targeted Job Applicants of not more than one year old.
c.
Obligations After Completion of Advanced Recruitment Period. Once these advanced local recruitment obligations have been met, Employers are not precluded from advertising regionally or nationally for employees.
7. Hiring. Each Employer shall consider in good faith all applications submitted by Targeted Job Applicants for On-Site Jobs in accordance with their normal practice F-6
to hire the most qualified candidate for each position and shall be make good faith efforts to hire Targeted Job Applicants when such Applicants are most qualified or equally qualified as other applicants. The City acknowledges that the Employers shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On-Site Job for which such Targeted Job Applicant has applied. 8. Proactive Outreach. Developer shall designate a “First-Source Hiring Coordinator” (FHC) that shall manage all aspects of the Local Hiring Policy. The FHC shall be responsible for actively seeking partnerships with local first-source hiring organizations prior to employment opportunities being available. The FHC shall also be responsible for encouraging and making available information on first-source hiring to respective commercial tenants of the Project. The FHC shall contact new Employers on the Project site to inform them of the available resources on first-source hiring and to offer a means by which they can participate in the program. In addition to implementation of the Local Hiring Policy, the FHC can have other work duties unrelated to the Local Hiring Policy. 9. Term. The Local Hiring Policy shall apply for the Life of the Project.. 10. Condition of Lease. Developer shall write the requirements of this program into any leases executed with Employers. The FHC shall reach out to Employers not less than once each calendar quarter to remind them of the programs and policies. Employers shall have ultimate responsibility for adherence to the program guidelines. Failure of an Employer to comply with the requirements of this program shall not constitute a Default by any Developer under this Agreement so long as such Employer’s lease requires such compliance and such Developer is actively pursuing all necessary enforcement actions to bring such Employer into compliance with this lease provision.
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EXHIBIT "G" PERMITTED USES Permitted Uses consist of Creative Office Uses, Residential Uses (rental housing only), Retail Uses, Restaurant Uses, and Artist Work/Live Units as defined herein. Creative Office Uses Creative Office Uses consist of offices, production spaces, and work spaces of establishments that are in the business of the development of creative property, including but not limited to advertising, architectural services, broadcasting, communications, computer software design, entertainment, graphic design, interior design, internet content creation, landscape design, and similar uses. Residential Uses Residential Uses means market rate and affordable rental housing, including single room occupancy. Retail Uses Retail Uses include, without limitation: Arts and crafts Shop Art galleries Appliance store Appliance or electronic repair shop Barber Shop Bicycle Shop Book and Stationery Store Cell phone store Clothing/Apparel Store Community meeting space Computer / electronics service center Convenience store Cultural uses and facilities Dance Studios Day care center Dress Shop Dry Cleaners Exercise facilities Financial Planning Retail Center Flower Shop Furniture shops
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Gift Shop Grocery store Hair / nail / beauty salon Hardware store Laundromat Museums Music store Non-profit organization office, meeting and related space Food service (including bakery, Ice cream store, yogurt store, candy store, cookie store, juice/smoothie store, and similar uses.) Outdoor newsstand Package drop-off / copy center Pet Store Pharmacy/Drug Store Photography or Camera Store Print/publishing shops Real Estate Offices Rental Shops (including cars, bicycles, clothing, music, etc.) Retail Bank / ATM Shoe Shine Shoe Store (sale, rental or repair Spa Specialty service food shops Sporting goods store Tailor/ Dress maker Travel Agency US Post Office/Air Freight/Private Mail Service Center Weight Loss Center Uses which are determined by the Zoning Administrator to be similar to those listed above and which are consistent with, and not more disturbing or disruptive than, permitted uses
Restaurant Uses Restaurant Uses shall have the meaning given the term “Restaurant” as defined in Section 9.04.02.030.730 of the Existing Regulations. Restaurant Uses shall not include “Incidental Food Service”, as defined in Section 9.04.02.040.420 of Existing Regulations. The Parties acknowledge that the City is in the process of updating the Zoning Ordinance, and the Parties agree that, upon the City’s adoption of the new zoning ordinance, the Developer may make a one-time election whether to have Restaurant Uses have the meaning as contained in the Existing Regulations or as contained in the City’s new zoning ordinance.
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EXH HIBIT “H”” INFRAS STRUCTUR RE SECURIT TY SCHEDU ULE TE EMPORARY Y IMPROV VEMENTS
H-1
EXH HIBIT “H”” INFRAS STRUCTUR RE SECURIT TY SCHEDU ULE PE ERMANEN NT IMPROV VEMENTS
H-2
EXHIBIT “I” USE OF OPEN SPACE 1. The Plaza. It is the intent of Hines and the City that the “Plaza” (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 11:00 P.M. and during the operating hours of the Retail Uses and Restaurant Uses, with the public having the right to use the Plaza for walking, strolling, reading, passive activities, and other similar activity as well as attending cultural and other special events, conducted by the owner of Site 1 or the Owners’ Association, which are open to the public with no obligation to buy any goods or services, subject to the limitations set forth below. The Developer owning Site 1 and the Owners’ Association shall be entitled to close the Plaza to the general public for events to which the general public is not permitted access regardless of whether such access is free or requires a fee for entry (“Private Events”). Developer may conduct Private Events closing the entire Plaza for up to 2% of the hours that the Plaza is accessible to the public in each year (i.e. 17 hours x 365 days x 2% = 124 hours). Developer may also conduct Private Events closing half the Plaza area for up to 2% of the hours that the Plaza is accessible to the public in each year. No more than 25% of the hours (i.e. 124 hours x 25% = 31 hours) that the Plaza may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event exceed five hours per event (excluding associated set-up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on-site is not impeded. Developer may erect structures or barriers within the Plaza to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 2. Pedestrian Pathways. It is the intent of Hines and the City that the “Pedestrian Pathways” (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 11:00 P.M. with the public having the right to use the pedestrian pathways for access between and to the Buildings, and for walking, strolling, reading, passive activities, and other similar activity with, in each case, no obligation to buy any goods or services. The Developer owning Site 1 and the Owners’ Association shall be entitled to close “Pedestrian Pathway 1” (as designated on the Project Plans) and restrict bicycle or pedestrian traffic for Private Events. The Developer owning Site 2 and the Owners’ Association shall be entitled to close “Pedestrian Pathway 2” (as designated on the Project Plans) and restrict bicycle or pedestrian traffic for Private Events. Developer may conduct Private Events closing the Pedestrian Pathways for up to 2% of the hours that the Pedestrian Pathways are accessible to the public in each year (i.e. 17 hours x 365 days x 2% = 124 hours). Developer may also conduct Private Events closing half the area of each Pedestrian Pathway for up to 2% of the hours that the Pedestrian Pathways are accessible to the public in each year. No more than 25% of the hours (i.e. 124 hours x 25% = 31 hours) that the Pedestrian Pathways may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of I-1
Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event exceed five hours per event (excluding associated set-up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on-site is not impeded. Developer may erect structures or barriers within the Neighborhood Parks to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 3. Neighborhood Parks. It is the intent of Hines and the City that the Neighborhood Parks (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 8:00 P.M. with the public having the right to use the Neighborhood Parks for walking, strolling, reading, passive activities, and other activity customary in park space with, in each case, no obligation to buy any goods or services. The Developer owning the Site on which any Neighborhood Park is located and the Owners’ Association shall be entitled to close such Neighborhood Park for Private Events. Developer may conduct Private Events closing the Neighborhood Parks for up to 2% of the hours that the Neighborhood Parks are accessible to the public in each year (i.e. 14 hours x 365 days x 2% = 102 hours). Developer may also conduct Private Events closing half of the Neighborhood Parks for up to 2% of the hours that the Neighborhood Parks are accessible to the public in each year. No more than 25% of the hours (i.e. 102 hours x 25% = 26 hours) that the Neighborhood Parks may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event exceed five hours per event (excluding associated set-up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on-site is not impeded. Developer may erect structures or barriers within the Neighborhood Parks to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 4. General Limitations on Use. The public’s use of the Plaza, the Pedestrian Pathways and the Neighborhood Parks (collectively, the “Open Space”), shall be subject to the following limitations: (a) Nothing in this Agreement or in the Project Plans shall be deemed to mean that any portion of the Open Space constitutes a public park or is subject to legal requirements applicable to a public park or other public space. The Open Space shall remain the private property of the applicable Developer with members of the public having only a license to occupy and use those areas of the Project in a manner consistent with reasonable rules and regulations established from time to time by such Developer and the Owners’ Association. (b) Developers and the Owners’ Association shall have the right to enforce reasonable security measures, including limiting public access to any portion of the Pedestrian Pathways and the Plaza between the hours of 11:00 P.M. and 6:00 A.M. and to the Neighborhood Parks between the hours of 8:00 P.M. and 6:00 A.M.
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(c) Nothing herein shall give members of the public the right, without the prior written consent of the owner of the applicable Parcel or the Owners’ Association, which consent may be conditioned or withheld in such Developer’s or the Owners’ Association sole discretion, to engage in any other activity in the open space other than described in Sections 1, 2 and 3 above, as applicable, including, without limitation (i) cooking, dispensing or preparing food, (ii) selling any item or engaging in the solicitation of money, signatures or other goods or services, (iii) sleeping or staying overnight, (iv) engaging in political or other demonstrations, (v) using sound amplifying equipment, and (vi) engaging in any illegal, dangerous or other activity that such Developer or the Owners’ Association reasonably deems to be inconsistent with the other uses in the Project or with the use of the open space by other members of the public for the permitted purposes, such as excessive noise or boisterous activity, bicycle or skateboard riding, skating or other similar activity, dressing inappropriately, being intoxicated, having offensive bodily hygiene, or having shopping carts or other wheeled conveyances (except for wheelchairs and baby strollers/carriages). Such Developer or the Owners’ Association shall retain the right to cause persons engaging in any such conduct to be removed from the Property. Should any such persons refuse to leave the Property, they shall be deemed to be trespassing and be subject to arrest in accordance with applicable law. The Developers and the Owners’ Association shall be entitled to establish and post rules and regulations for use of the all open space consistent with the foregoing. (d) Nothing in this Exhibit “I” is intended to limit the rights of any member of the public to use the Open Space for any purpose which is protected by the United States Constitution, the California Constitution or any other applicable federal or California law that overrides the rights granted to Developer and the Owner’s Association under this Development Agreement with respect to limitations on use of the Open Space.
I-3
EX XHIBIT I-1 PLAZA
I-4
EX XHIBIT I-2 PEDESTR RIAN PATHW WAYS
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EX XHIBIT I-3 NEIGHBO ORHOOD PA ARKS
I-6
EXHIBIT “J” FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT Recording Requested By and When Recorded Mail To: [Name and address of Assignor] ________________________________________________________________________ ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into by and between ________________________, a ____________ ____________________(“Assignor”), and ________________________, a __________________ (“Assignee”). RECITALS A. The City of Santa Monica (“City”) and [Assignor] [If Hines is the Assignor] [Hines 26th Street, LLC, a Delaware limited liability company (“Hines”),][If another party is the Assignor] entered into that certain Development Agreement dated _______________, 2012 (the “Development Agreement”), with respect to the real property located in the City of Santa Monica, State of California more particularly described in Exhibit “A” attached hereto (the “Project Site”). B. [Assignor][Hines] obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of the Development Agreement and a vesting parcel map for the Project Site (collectively, the “Project Approvals”). [C. Assignor has acquired that portion of the Project Site described in Exhibit “B” attached hereto (the “Property”)][If the Assignor is a party other than Hines]. [C][D].Assignor intends to sell, and Assignee intends to purchase, the [Project Site][Property]. [D][E]. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the [Project Site][Property]. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the [Project Site][Property]. THEREFORE, the parties agree as follows: 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the [Project Site][Property]. Assignee hereby accepts such assignment from Assignor. J-1
2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the [Project Site][Property]. 3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the [Project Site][Property]. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below.
“ASSIGNOR” _________________________________,
a __________________________ By: __________________________ Name: _______________________ Title: ________________________
“ASSIGNEE” ______________________________ a _____________________________ By: ___________________________ Name: _________________________ Title: __________________________
J-2
RECEIPT BY CITY
The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Santa Monica on this ___ day of ________________, ________.
CITY OF SANTA MONICA
___________________________________ By: _______________________________ Planning Director
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EXHIBIT “K” ALCOHOL CONDITIONS
(1) The primary use of the Restaurant premises shall be for sit-down meal service to patrons. Alcohol shall not be served to persons except those intending to purchase meals in a dining area. (2) If a counter service area is provided in the Restaurant, a patron shall not be permitted to sit at the counter unless the patron is ordering a meal in the same manner as patrons ordering meals at the table seating. The seats located around the counter service area cannot be used as a waiting area where patrons may drink before being seated or as a bar where beverages only are served. (3) Window or other signage visible from the public right-of-way that advertises the Restaurant’s beer or alcohol shall not be permitted. (4) Customers shall be permitted to order meals at all times and in all areas of the Restaurant where alcohol is being served. The Restaurant shall serve food to patrons during all hours the restaurant is open for customers. (5) The Restaurant shall maintain a kitchen or food-serving area in which a variety of food is prepared on the premises. (6) Take out service from the Restaurant shall be only incidental to the primary sit-down use and does not include for consumption the sale or dispensing of alcoholic beverages or beer or wine. (7) No alcoholic beverages shall be sold or dispensed for consumption beyond the Restaurant premises. (8) Except for special events, alcohol shall not be served by the Restaurant in any disposable containers such as disposable plastic or paper cups. (9)
No video or other amusement games shall be permitted in the Restaurant.
(10) No dancing is permitted at the Restaurant. Live entertainment may only be permitted in the manner set forth in SMMC Section 9.04.02.030.730. (11) Any minimum purchase requirement may be satisfied by the purchase of beverages or food. (12) The primary use of any outdoor dining area shall be for seated meal services. Patrons who are standing in the outdoor seating area shall not be served.
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(13) The Restaurant operation shall at all times be conducted in a manner not detrimental to surrounding properties by reason of lights, noise, activities or other actions. The Restaurant shall control noisy patrons leaving the Restaurant. (14) The permitted hours of alcoholic beverage service shall be nine a.m. to twelve a.m. Sunday to Thursday, nine a.m. to one a.m. Friday to Saturday with complete closure and all Restaurant employees vacated from the Building no later than one hour after permitted hours alcoholic beverage servce. All alcoholic beverages must be removed from the outdoor dining areas no later than midnight. No after hours operation of the Restaurant is permitted. (15) No more than thirty-five percent (35%) of the Restaurant’s total gross revenues per year shall be from alcohol sales. The Restaurant operator shall maintain records of gross revenue sources which shall be submitted annually to the City’s Planning Division at the beginning of the calendar year and also available to the City and the ABC upon request. (16) Prior to issuance of Certificate of Occupancy or business license, as applicable, a Restaurant security plan shall be submitted to the Chief of Police for review and approval. The plan shall address both physical and operational security issues. (17) Prior to issuance of Certificate of Occupancy or business license, as applicable, the Restaurant operator shall submit a plan for approval by the Planning Director regarding its employee alcohol awareness training programs and policies. The plan shall outline a mandatory alcohol-awareness training program for all Restaurant employees having contact with the public and shall state management’s policies addressing alcohol consumption and inebriation. The program shall require all Restaurant employees having contact with the public to complete an ABC-sponsored alcohol awareness training program within ninety days of the date the written agreement referred to above is submitted to the Planning Director. In the case of new Restaurant employees, the employee shall attend the alcohol awareness training within ninety days of hiring. In the event the ABC no longer sponsors an alcohol awareness training program, all Restaurant employees having contact with the public shall complete an alternative program approved by the Planning Director. The Restaurant operator shall provide the City with an annual report regarding compliance with this requirement. The Restaurant operator shall be subject to any future citywide alcohol awareness training program affecting similar establishments. (18) Within thirty days from the date of submission of the written agreement, the Restaurant applicant shall provide a copy of the signed agreement to the local office of the State Department of Alcoholic Beverage Control (ABC). (19) Prior to issuance of Certificate of Occupancy or business license, as applicable, the Restaurant operator shall submit a plan describing the establishment’s designated driver program, which shall be offered by the operator to the establishment’s patrons. The plan shall specify how the Restaurant operator will inform patrons of the K-2
program, such as offering on the menu a free non-alcoholic drink for every party of two or more ordering alcoholic beverages. (20) In the event Restaurant operator fails to comply with any conditions of approval of this Exhibit, no further permits, licenses, approval or certificates of occupancy for the Restaurant shall be issued to such applicant until such violation has been fully remedied. (21) The Restaurant operator is on notice that all temporary signage is subject to the restrictions of the City’s sign ordinance included in Exhibit “E”, SMMC Article 9 (Planning and Zoning) to this Agreement. (22) The Restaurant shall at all times comply with the provisions of the Noise Ordinance (SMMC Chapter 4.12). (23) Prior to commence of alcohol service in the Restaurant, the Restaurant operator shall participate in the Santa Monica Alcohol Awareness for Retailers Training (S.M.A.A.R.T.) program conducted by the Santa Monica Police Department. (24) The Restaurant operator authorizes reasonable City inspection of the Restaurant ensure compliance with the conditions set forth in this Exhibit “K” and will bear the reasonable cost of these inspections as established by SMMC Section 2.72.010 and Resolution No. 9905 (CCS) of any successor legislation hereto. These inspections shall be no more intrusive as necessary to ensure compliance with this Exhibit “K”. Acknowledgement of Restaurant Operator I hereby agree to the above conditions of approval and acknowledge that failure to comply with such conditions shall constitute grounds for potential revocation of the approval to dispense alcoholic beverages.
______________________ Print Name and Title
_____________________ Date
_______________________ Signature
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EXHIBIT “L” STUDENT INTERNSHIP PROGRAM Student Internship Program. Upon completion of any Building in the Creative Office Phase, the Developer of the Creative Office Phase (“Developer”) shall implement a student internship program (the “Internship Program”), consistent with the following guidelines: 1. Purpose. The purpose of the Internship Program is to increase internship opportunities for young adults attending high school in Santa Monica or Santa Monica College (“Targeted Internship Applicants”). 2. Definitions. a.
“Employer” means an organization located in Santa Monica.
b.
“Internship” means a paid (unless taken for school credit) Seasonal, part time, or full time position for which a high school and/or college student would be qualified to perform the duties associated with the position.
c.
“Seasonal” means a duration of less than one year.
3. Outreach. a. Developer shall designate a “First-Source Hiring Coordinator” (FHC) that shall manage all aspects of the Internship Program. The FHC shall be responsible for reaching out to Employers to offer them information about how to participate in the Internship Program. The FHC shall also be responsible for reaching out to Santa Monica College and Santa Monica high schools to provide information regarding Internship opportunities. In addition to implementation of the Internship Program, the FHC can have other work duties unrelated to the Internship Program. b. On an annual basis, the FHC shall reach out to Employers on-site and in Santa Monica inquiring into the prospective availability of Internships. The FHC shall consolidate information regarding such Internship opportunities and present it to the appropriate contact at Santa Monica high schools and Santa Monica College for circulation amongst the student body. 4. Performance Target. Developer shall provide a consolidated report to Santa Monica High School and Santa Monica College that includes a total of at least six (6) Internship opportunities per calendar year. Internship opportunities may be available either on-site or in the surrounding metro area. Developer shall have the right to offer Internships as an Employer. In the event there is insufficient demand from local students for the Internship opportunities and the Internship opportunities that are offered cannot be filled with qualified candidates (as L-1
determined at Employer’s sole and reasonable discretion), Developer’s obligations under this program shall be deemed to be satisfied. 5. Term. The Internship Program shall apply for the Life of the Project..
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EXHIBIT “M” TENTATIVE TRACT MAP To be inserted
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EXH HIBIT “N”” GRAD DE DIAGRA AM
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EXH HIBIT “O”” CONCEPTU UAL TYPIC CAL STREE ET SECTION NS FOR STREET IMPROVEM MENTS
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EXH HIBIT “P-1”” NEBRAS SKA EXTEN NSION EAS SEMENT AREA
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EXH HIBIT “P-2”” OLYM MPIC SIDEW WALK EASE EMENT AR REA
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EXH HIBIT “P-3”” NEW WESTERN W ST TREET EAS SEMENT AREA
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EXH HIBIT “P-4”” NEW EA ASTERN ST TREET EAS SEMENT AR REA
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EXH HIBIT “P-5”” 26TH STR REET SIDEWALK EAS SEMENT AREA
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