GS�K of BELLF1
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,CW WMG TOGST° leport
TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Jim DellaLonga, Director of Economic Development
Elizabeth C. Oba, Director of Planning and Building Services James Atkins, Senior Planner
SUBJECT: Consideration and possible action to conduct a public hearing to read by title only, waive further reading, and introduce Ordinance No. 1451 — An Ordinance approving Development Agreement File No. 1118, in a form approved by the City Attorney, by and between the City of Bellflower and Artesia Palm Realty, LLC, to facilitate the development of a self -storage facility; to activate the Development Agreement Zone Layover ("DAZL") in Bellflower Municipal Code Chapter 17.67; and to amend the zone map (ZC 25-03).
DATE: November 10, 2025
EXECUTIVE SUMMARY
On May 1, 2025, Artesia Palm Realty, LLC ("Developer") filed an application to construct a self -storage facility at 8825 Artesia Boulevard ("Project Site"). Among other things, the application seeks City Council approval of a Development Agreement ("DA") that will activate the Development Agreement Zone Layover ("DAZL") on the Project Site.
Activating the DAZL would allow construction of a 152,300-square-foot self -storage facility within the West Artesia Boulevard Commercial Highway Planning Area ("WASP") on the Project Site which is adjacent to the Woodspring Suites hotel.
RECOMMENDATION TO CITY COUNCIL
1) Open the public hearing; take documentary and testimonial evidence; and after considering the evidence, read by title only, waive first reading, and introduce Ordinance No. 1451; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
The Development Agreement includes a mitigation payment to provide the City with an option to offset estimated Transient Occupancy Tax (TOT) revenues that would have been generated if the site were developed as a hotel. The first three options provided by the Developer were derived using a Net Present Value (NPV) methodology, based on a static annual in -lieu payment of $170,000, discounted at 8% in perpetuity. Additionally, the Developer has provided a fourth option. The mitigation payment may be satisfied through one of the following:
Pagel of 6
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Staff Report — Ordinance No. 1451 and ZC 25-03
November 10, 2025
FISCAL IMPACT — Continued
• Annual payment of $170,000, phased in over three years (30% in Year 1, 60% in Year 2, and 100% from Year 3 through Year 20).
• City -initiated lump sum payment of $2,125,000 after 5 years from the date of project Certificate of Occupancy.
• Developer -initiated lump sum payment of $2,125,000 after 10 years from the date of project Certificate of Occupancy.
• One-time upfront payment of $2,500,000 at the City's option, to be made prior to issuing a final Certificate of Occupancy.
This project is expected to generate an annual increase in property tax revenue for the City, estimated at $16,000 after construction.
The Developer is required to pay approximately $1,540,000 in development impact fees and satisfy a Public Art requirement equal to 1 % of the project cost, either through a contribution to the Public Art Fund or by installing artwork of equivalent value.
Annual business license fees must also be paid, which are currently set at $3 per storage unit plus a flat rate of $230.
PUBLIC NOTICE
Notice of Public Hearing was published in the Los Cerritos Community News newspaper on October 17, 2025. Public hearing notices were sent on October 17, 2025, to 51 owners within a 300' radius of the Project Site and posted at City Hall, Bellflower Substation, Brakensiek Library, Thompson Park, Simms Park, Caruthers Park, and the City's website.
A public hearing notice was also posted at the Project Site on October 20, 2025. As of the writing of this staff report, the City received no correspondence regarding the Project.
CEQA ANALYSIS
The City reviewed the Project's environmental impacts under the California Environmental Quality Act (Pub. Res. Code §§ 21000, et seq., "CEQA") and the regulations promulgated thereunder (14 Cal. Code of Reg. §§ 15000-15387; the "CEQA Guidelines"). The Project is categorically exempt from additional environmental review pursuant to CEQA Guidelines § 15332 as a Class 32 categorical exemption (In -Fill Development Projects). The Project consists of constructing a self -storage facility on a vacant 1.33-acre lot surrounded by existing development. After activating the DAZL, the project will conform with both the General Plan and applicable zoning. The Project site has no value as habitat for endangered, rare or threatened species. The technical studies prepared for the Project demonstrate there will not be any significant environmental effects relating to traffic, noise, air quality, or water quality. Finally, the Project can be adequately served by all required utilities and public services. -2-
Staff Report — Ordinance No. 1451 and ZC 25-03
November 10, 2025
TYPE OF ACTION (LEGISLATIVE)
Legislative: The recommended action includes approval of a Development Agreement which activates the DAZL (this constitutes a zone change) and amendment to the zoning map. Approval of the DAZL and any development agreement associated with the DAZL rests solely within the City Council's discretion. In considering such action the Cit Council acts in its discretionary legislative capacity.
For the CEQA determination, the City Council must base its decisions upon substantial evidence within the record. "Substantial evidence" generally means enough relevant information and reasonable inferences from information gathered during a public hearing that a fair argument can be made to support a conclusion, even though other conclusions might also be reached. Argument, speculation, unsubstantiated opinion or narrative, evidence which is clearly erroneous or inaccurate, or evidence of social or economic impacts does not constitute substantial evidence. Substantial evidence includes facts, reasonable assumptions predicated upon facts, and expert opinion supported by facts. If the City Council asks irrelevant questions and bases its decision -making on such questions, a court may overturn the City Council's decision and potentially hold the City liable for violating the applicant's constitutionally protected due process rights.
BACKGROUND
On June 30, 2025, the Developer submitted a development application to construct a four-story, climate -controlled, internally -accessed, self -storage facility at the Project Site, adjacent to the Woodspring Suites Hotel. The application includes a request to enter into a DA with the City of Bellflower, activating the DAZL and amending the zoning map.
Property Owner:
Gold Coast Properties CA 6, LLC
General Plan Land Use
Designation:
C (Commercial)
Zoning Classification:
Specific Plan (SP) 4 - WASP
Property Size:
57,978 square feet (1.33 acres)
APN
7162-002-087
Current Development:
Vacant lot
Previous
Applications/Entitlements:
A Conditional Use Permit (CUP) was approved for a
hotel use that has since expired
Surrounding Land Uses and Zoning:
North
State Route 91 Highway ("SR-91 ") - O-S (Open Space)
South
Motels and Motor Vehicle Related Use - WASP
West
Warehouse and Retail - WASP
East
Hotel - WASP
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Staff Report — Ordinance No. 1451 and ZC 25-03
November 10, 2025
• Project Location
The project site is a single parcel located at 8825 Artesia Boulevard and is currently vacant. The approximately 1.33-acre site has appropriate regional access as it is situated
0.75 miles from the SR-91 and Lakewood Boulevard interchange via existing roadways.
Currently, the vacant lot is bounded by motels and a motor vehicle related use on the south, warehouse and retail on the west, a hotel on the east, and SR-91 on the north. • Project Description
➢ Site Configuration. The proposed facility is designed to provide secure, convenient storage opportunities to serve the regional and local residents, as well as business owners and employees seeking storage space for their inventory goods. In addition to the primary building, the project will include associated site -related improvements including customer and staff parking, and landscaping to enhance the visual aesthetic of the site.
➢ Access and Off -Street Parking. The building's entrance faces SR-91. There are two points of gated vehicular access; one close to the center of the building's north elevation, and the second at the northeast corner of the site. A majority of the proposed drive aisle widths are 24 feet and run along the northerly portion of the Project Site and along an existing easement on the adjacent easterly property (i.e., WoodSpring Suites); both drive aisles lead to the front of the facility. There are 12 off-street parking spaces, nine of which are located along the northerly property line and three located immediately adjacent to the building. Four of the 12 parking spaces are inside the gated section that serves the loading area. Of the 12 spaces, four are for electric vehicles and one is an accessible space.
Additionally, there are four loading spaces and four bicycle parking spaces proposed.
A parking study was provided for the proposed Project and according to the industry standard parking rates in the Institute of Transportation Engineers' Parking Generation Manual, the parking demand for the proposed use is 16 spaces during weekdays and 14 spaces on weekends. Additionally, seven cities were surveyed, and it was determined that the average parking requirement for the proposed use is eight parking spaces. Therefore, it was concluded that the proposed 12 parking spaces and four loading spaces would be sufficient to accommodate the peak parking demand and loading for the proposed self -storage facility. In addition to the parking and loading spaces provided on the Project Site, there are 11 additional parking spaces available on the WoodSpring Suites property that was granted via a shared parking agreement dated February 28, 2022. The shared parking agreement was intended to be binding upon then grantor, grantee and each successive owner of the properties during their respective periods of ownership.
➢ Operational Characteristics. The applicant anticipates a nationally -recognized self -storage property management company to manage the facility. There is expected to be a minimum of two managers onsite who will maintain all aspects of the operation and site security. The facility will be accessible between 7AM and 7PM daily. For secured access, the applicant proposes a security system that has secured keypads at both entry gates, and a 24-hour video surveillance monitoring system to cover the entire site.
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Staff Report — Ordinance No. 1451 and ZC 25-03
November 10, 2025
➢ Landscaping, Walls, & Fences. Approximately 3,041 square feet (5.26%) of the site would be landscaped . This includes seven 24-inch box trees and three 36-inch box trees. The remainder of the landscape area will include drought tolerant plants to comply with applicable law. A 6-foot high CMU wall is proposed on the north property line and a 6-foot high tubular steel (wrought iron) fence is proposed on the south property line.
➢ Architecture and Lighting. The building is designed in a contemporary style to imply that the facility is a commercial office building. Clean lines and a consistent mix of materials and colors are used to create four-sided architecture. The building would include mostly gray and white tones, with some decorative areas that are painted green. The building's wall planes are varied to create depth and visual relief. Also, there are vertical landscape screens that are proposed on three elevations to help soften the aesthetic. Materials include painted stucco surfaces, split -face block, and corrugated metal panels. Windows and entry areas are proposed to have aluminum -framed glass with clear windows, while black metal canopies would be installed above entrances and along selected walls to provide shade and architectural interest. Lighting will consist of a combination of wall mounted fixtures, and five new pole mounted light fixtures. All lighting will be shielded to prevent light trespass onto existing properties.
DISCUSSION
• General Plan and Zoning
The proposed Project is located within the WASP area. The Project site has a zoning designation of Specific Plan (SP) and a General Plan land use designation of Commercial (C). The WASP also allows other commercial uses not explicitly listed as permitted, but that are substantially similar (if approved by the Director of Planning and Building Services and confirmed by the City Council). A self -storage facility is generally consistent with the Commercial land use designation, which permits a broad range of commercial and personal service uses. Activating the DAZL to allow the self -storage facility expresses the City Council's consent to this land use.
PUBLIC BENEFIT
The specific public benefits of the proposed project include the following:
1. Mitigation Payments as described above.
2. City, or designee (including private commercial partners), may install high-speed wireless facilities on the Project Site to facilitate public access to the internet.
3. Improvement of vacant real property to increase tax revenue for public welfare with a passive land use unlikely to affect surrounding land uses. -5-
Staff Report — Ordinance No. 1451 and ZC 25-03
November 10, 2025
PUBLIC BENEFIT — Continued
4. Developer provides security patrols at a minimum of twice daily for three years after completion of the project at which time Developer will review then current and ongoing security needs of the area with City. The frequency and specific schedule of such monitoring may be adjusted by the developer in cooperation with the City to best meet evolving security needs.
The two buy-out lump -sum options (explained above, at $2,125,000) were determined by the Developer using a Net Present Value (NPV) calculation based on the $170,000 annual TOT mitigation payment, at an 8% discount rate in perpetuity. As explained by the Developer, this discount rate is based upon their determination that a hotel is a "higher risk" development, i.e., the likelihood of a hotel remaining in business for an extended period of time is lower than other types of similar commercial land uses.
ATTACHMENTS
A. Ordinance No. 1451 adopting the Development Agreement and activating the DAZL..7 B. Aerial, Zoning and General Plan Land Use Map...............................................57 C. Project Plans............................................................................................61 0 CITY OF BELLFLOWER
ORDINANCE NO. 1451
AN ORDINANCE APPROVING DEVELOPMENT AGREEMENT FILE
NO. 1118, IN A FORM APPROVED BY THE CITY ATTORNEY, BY AND
BETWEEN THE CITY OF BELLFLOWER AND ARTESIA PALM
REALTY, LLC, TO FACILITATE THE DEVELOPMENT OF A
SELF -STORAGE FACILITY; TO ACTIVATE THE DEVELOPMENT
AGREEMENT ZONE LAYOVER ("DAZL") IN BELLFLOWER
MUNICIPAL CODE CHAPTER 17.67; AND TO AMEND THE ZONE
MAP (ZC 25-03)
THE CITY COUNCIL DOES ORDAIN AS FOLLOWS:
SECTION 1. Recitals. The City Council finds and declares as follows:
A. Artesia and Palm Realty LLC, ("Developer") proposes to enter into a development agreement (" D A") with the City of Bellflower (the "Development Agreement"), which is attached to this Ordinance as Exhibit 'A," and incorporated by reference.
B. The Development Agreement activates the Development Agreement Zone Layover ("DAZL") which allows the Developer to construct a proposed 152,300 square foot self - storage facility (the Project") on 1.33 acres located at 8825 Artesia Boulevard (the "Property"). The proposed Project was reviewed by the City for, in part, consistency with the General Plan and conformity with the Bellflower Municipal Code (the "BMC"); C. In addition, the City reviewed the Project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQK) and the regulations promulgated thereunder (14 California Code of Regulations §§ 15000, et seq., the "CEQA Guidelines");
D. The City completed its review and scheduled a public hearing regarding the proposed Project, before the City Council for November 10, 2025. Notice of the public hearing on the proposed Project was posted and mailed as required by the BMC; E. On November 10, 2025, the City Council conducted a public hearing to consider the Project including, without limitation, this Ordinance and the Development Agreement;
F. The City Council reviewed the proposed project, conditions of approval, and related environmental aspects of the Project as required by the BMC at the November 10, 2025 public hearing; and
G. The City Council has carefully considered all pertinent testimony and the staff report offered in the case as presented at the public hearing of November 10, 2025; and H. This Ordinance, and its findings, are based
considered during the November 10, 2025 publi
the staff report and accompanying documents.
c
upon the entire administrative record
hearing including, without limitation,
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City of Bellflower
Ordinance No. 1451
SECTION 2. Findings. Pursuant to Government Code § 65867.5, the City Council finds the following:
A. The Development Agreement is consistent with the General Plan of the City of Bellflower. The Development Agreement furthers the goals of the General Plan and is in the interest of the general community welfare in that the Development Agreement will, among other things, facilitate the development of the subject site that is currently vacant and underutilized, which is consistent with the following General Plan policies:
1. General Land Use Element Policy 1.1 — Provide land use designations which match actual viable uses.
2. General Land Use Element Policy 1.2 — Encourage opportunities to sensitively integrate different, but compatible land use.
3. General Land Use Element Policy 2.2 — Provide commercial facilities to meet the retail and service needs of the community.
4. General Land Use Element Policy 2.7 — Carefully scrutinize plans for developments which will have a significant impact on the city or on surrounding developments to ensure the highest quality design.
5. General Land Use Element Policy 2.8 — Encourage rehabilitation or redevelopment of designated commercial and industrial areas.
6. Commercial Land Use Element Policy 1.1 — Place commercial land uses along major arterials and at nodes where collector streets meet arterials.
B. The Development Agreement also provides certainty in planning and construction as well as orderly development, while providing assurance to the Permittee that it may construct the Project.
SECTION 3. Environmental Review. The City reviewed the Project's environmental impacts under the California Environmental Quality Act (Pub. Res. Code §§ 21000, et seq., "CEQA") and the regulations promulgated thereunder (14 Cal. Code of Reg. §§ 15000-15387; the "CEQA Guidelines"). The Project is categorically exempt from additional environmental review pursuant to CEQA Guidelines § 15332 as a Class 32 categorical exemption (In -Fill Development Projects). The Project consists of constructing a self -storage facility on a vacant
1.33-acre lot surrounded by existing development. The Development Agreement will activate the DAZL, which constitutes a zoning overlay. With the DAZL, the project complies with the zoning and General Plan. The Project site has no value as habitat for endangered, rare or threatened species. The technical studies prepared for the Project demonstrate there will not be any significant environmental effects relating to traffic, noise, air quality, or water quality.
Finally, the Project can be adequately served by all required utilities and public services.
SECTION 4. Notice of Determination. The City Manager, or designee, is directed to file a notice of determination in accordance with CEQA §§ 21152 and 21167(f); CEQA Guidelines § 15094, and any other applicable law.
H
City of Bellflower
Ordinance No. 1451
SECTION 5. General Plan and Zoning. The proposed project conforms to the Bellflower General Plan, as set forth in Section 2. In addition, the proposed Project results in the development of a 152,300 square foot self -storage facility on an underutilized parcel which is topographically constrained within the city and includes provisions intended to ensure that such development will be of high -quality architecturally.
SECTION 6. Public Benefits. The Development Agreement provides for public benefits including, without limitation:
A. Developer annual Mitigation Payment ("Mitigation Payment") of not less than $170,000 phased in over three years (30% in Year 1, 60% in Year 2, and 100% in Year 3 going forward). Such Mitigation Payment may be satisfied as follows:
a. One-time up -front payment at City's option for $2,500,000; b. City initiated option after 5-years for $2,125,000; or c. Developer initiated option after 10-years for $2,125,000.
B. City, or designee (including private commercial partners), may install high-speed wireless facilities on the Project Site to facilitate public access to the internet.
C. Improvement of vacant real property to increase tax revenue for public welfare with a passive land use unlikely to affect surrounding land uses.
D. Developer provides security patrols at a minimum of twice daily for three years after completion of the project at which time Developer will review then current and ongoing security needs of the area with City. The frequency and specific schedule of such monitoring may be adjusted by the developer in cooperation with the City to best meet evolving security needs.
SECTION 7. Incorporation of Development Agreement; Changes; Execution. In accordance with Government Code §§ 65864, et seq. this Ordinance approves the Development Agreement in substantially the form attached as Exhibit "A," and incorporated into this Ordinance by reference.
A. The DA may be changed before execution as authorized by the City Council during the public hearings for the Project.
B. The DA may be changed before execution for minor clarifications and technical, clerical, corrections as approved by the City Attorney including, without limitation, completion of references, status of planning approvals, and completion and conformity of all exhibits to the DA.
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City of Bellflower
Ordinance No. 1451
C. The City Council authorizes the Mayor to execute the DA on the City's behalf. The City Manager, or designee, is authorized to execute amendments or operative memoranda as permitted by the DA, in a form approved by the City Attorney.
SECTION 8. DAZL Activation. Pursuant to BMC § 17.67, the DAZL is activated for the Project Site identified in the DA. Combined with the regulations governing the Project Site by the BMC, the DA will regulate all land uses on the Project Site.
SECTION 9. Zone Map Amendment. Pursuant to BMC § 17.67.020(E), the Bellflower Zoning Map is amended to reflect the DAZL overlay as set forth in attached Exhibit "B," which is incorporated by reference.
SECTION 10. Construction. This Ordinance must be broadly construed in order to achieve the purposes stated in this Ordinance. It is the City Council's intent that the provisions of this Ordinance be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Ordinance.
SECTION 11. Enforceability. Repeal of any provision of the BMC does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance.
SECTION 12. Reliance on Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the matter. The determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole.
SECTION 13. Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework.
SECTION 14. Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable.
SECTION 15. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature. -10-
City of Bellflower
Ordinance No. 1451
SECTION 16. Publications. The City Clerk is directed to certify the passage and adoption of this Ordinance; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.
SECTION 17. Recording. The City Clerk is directed to certify the passage and adoption of this Ordinance, cause it to be entered into the City of Bellflower's book of original ordinances, make a note of the passage and adoption in the records of this meeting, and, within fifteen days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law.
SECTION 18. Effective Date. This Ordinance becomes effective on the 30t" day following its passage and adoption.
ORDINANCE NO. 1451 HAD ITS FIRST READING ON NOVEMBER 10, 2025, ITS SECOND
READING ON , AND WAS DULY PASSED, APPROVED, AND ADOPTED
BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER AT ITS REGULAR MEETING OF Ray Dunton, Mayor
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
ATTACHMENTS:
Exhibit A: Development Agreement File Number 1118
Exhibit B: Zone Map Amendment
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EXHIBIT A TO ORDINANCE NO. 1451
DEVELOPMENT AGREEMENT FILE NO. 1118
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY OF BELLFLOWER
16600 Civic Center Drive
Bellflower, CA 90706
Attention: City Clerk
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
(Space Above For Recorder's Use)
DEVELOPMENT AGREEMENT
By And Among
City of Bellflower
And
Artesia and Palm Realty LLC
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DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT ("Agreement," effective as of , 2025 ("Effective Date"), is entered into by and between (1) the CITY OF BELLFLOWER, a charter city and municipal corporation ("City"), and (2) Artesia and Palm Realty LLC, a Delaware limited liability company ("Developer"), as follows:
RECITALS
A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs and risk of development, the Legislature of the State of California enacted Government Code Section 65864, et. seq. ("Development Agreement Statute"). The Development Agreement Statute authorizes the City to enter into binding development agreements with developers having a legal or equitable interest in real property, establishing certain development rights in such property.
B. Pursuant to the Development Agreement Statute, City adopted regulations implementing the Development Agreement Statute as codified in the Bellflower Municipal Code ("BMC") 17.67.010.1 This Agreement has been processed and approved in accordance with the BMC.
C. Developer is in escrow for the purchase of 8825 Artesia Boulevard, Bellflower, CA 90706 for the purpose of developing a self -storage facility (the "Project") affected by the terms of this Agreement. The real property affected by the Project is legally described in attached Exhibit "A," which is incorporated by reference (the "Property").
D. City and Developer determined a development agreement is appropriate for the Project in order to activate the Development Agreement Zone Layover ("DAZE" ).2 E. The City Council determined that the Project will provide certain public benefits to warrant entering into this Agreement. Those benefits are listed in Section 5.1 of this Agreement. In addition, this Agreement will facilitate orderly growth and quality development of the Project in conformance with the goals and policies of the City's General Plan.1
F. Developer would not proceed with the Project without the City's assurances set forth in this Agreement.
Developer has and will continue to invest substantial money and effort in reliance upon the City's assurances as set forth in this Agreement. Developer acknowledges that the City would not enter into this Agreement without the Developer's assurances set forth in this Agreement and the anticipated benefits, as described in Section 5.1, to be provided in connection with development of the Project.
G. City has conducted an environmental review of the Project under the California Environmental Quality Act ("CEQA") and, based on an analysis of the technical studies identified in attached Exhibit B, determined the Project is categorically exempt pursuant to CEQA Guidelines § 15332 as a Class 32, in - fill development.
1 See BMC Chapter 17.67 as codified by Ordinance No. 1394, adopted August 10, 2020. 2 As codified in BMC Chapter 17.67 by Ordinance No. 1394; adopted August 10, 2020. -14-
H. The City Council has given the required notice of its intention to adopt this Agreement and conducted public hearings thereon pursuant to the Development Agreement Statute and the BMC. As required by applicable law, the City Council has found the provisions of this Agreement and its purposes are consistent with the goals, policies, standards, and land use designations specified in the City's General Plan and will provide for an orderly development of the Project in accordance with the objectives set forth in the General Plan and the BMC.
I. On November 24, 2025, the City Council adopted the Approving Ordinance (defined below) approving this Agreement and authorizing its execution. That Ordinance became effective on , 2025. Before approving this Agreement, the City Council made certain findings, as set forth in the Approving Ordinance.
J. The term or duration of this Agreement has a commensurate relationship to the benefit(s) provided to the City.
ARTICLE 1
DEFINITIONS
1.1. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in this Agreement. Words and phrases not defined in this Section have the meaning set forth in this Agreement; the BMC; the Development Agreement Statute; or in common usage. "Approving Ordinance" means Ordinance No. 1451 adopted on November 24, 2025, approving execution of this Agreement.
1.2. "Applicable Rules" means all of the ordinances, rules, regulations and officials policies governing the Project as set forth in Article 3. without limitation, the City's Zoning Regulations and building regulations, adopted as of the Effective Date. Among other matters, the Applicable Rules set forth and govern the permitted uses of land, the density or intensity of use, subdivision requirements, setbacks, and development standards, the provision for reservation or dedication of land for public purposes, and the design, improvement and construction guidelines, standards and specifications applicable to the development of the Property.
1.3. "CEQA" means the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq.), and the CEQA Guidelines (14 California Code of Regulations §§ 15000, et seq.).
4. "City" means the City of Bellflower and its successors and assigns.
1.5. "City Council" means the City Council of Bellflower, its governing body.
1.6. "Developer" means, individually, and "Developers" means, collectively, the Parties who have signed this Agreement as Developer, and, subject to the restrictions on assignment set forth herein, successor Owners.
1.7. "Development Impact Fees" means fees established and adopted pursuant to the Mitigation Fee Act (Government Code § § 66000, et seq.) and the BMC. Development Impact Fees do not mean or include Processing Fees.
8. "Development Agreement Regulations" means BMC Chapter 17.67.
1.9. "Development Agreement Statute" means Government Code §§ 65864, et seq.
1.10. "Discretionary Action(s)" or "Discretionary Approval(s)" means a City action requiring the exercise of judgment, deliberation, or discretion on the City's behalf, including that of any board, agency, commission, officer, or employee in the process of approving or disapproving a particular activity, as distinguished from any ministerial activity which merely requires City to determine whether there has been compliance with statues, ordinances, or regulations. -15-
1.11. `Effective Date" means the effective date of this Agreement and commencement of the Term, which is the date the Approving Ordinance becomes effective.
1.12. "General Plan" means the City of Bellflower General Plan, as it exists as of the Effective Date.
1.13. "Minor Change" means changes, modifications, or adjustments which are consistent with the overall intent of the Project Approvals and which do not materially alter the overall nature, scope, or design of the Project including, without limitation, minor changes in locations of the Project Buildings or infrastructure, relocation of no more than 30% of the total approved leasable Project Building square footage, the construction or provision of additional parking spaces within the building envelope of any Parking Areas, and/or the configuration of internal circulation elements.
1.14. "Party" means, individually, and "Parties" means, collectively, the parties to this Agreement, consisting of City (and its successors and assigns) and Developer (including, subject to the restrictions on assignment set forth herein, successor Owners).
1.15. "Processing Fees" means all processing fees and charges required by City that are applied uniformly to all construction or development related activity including, without limitation, fees for land use applications, building permit applications, building permits, grading permits, shoring and excavation permits, hauling permits, encroachment permits, demolition permits, subdivision or parcel maps, lot line adjustments, street vacations, inspections, certificates of occupancy, and plan check. Processing Fees does not mean or include Developer Fees.
1.16. "Project" means the development project identified as "Bellflower Self -Storage Facility — Bellflower" as described in CEQA Determination (Exhibit `B"), and detailed in the Approved Development Plan as shown on attached Exhibit "D," which is incorporated by reference.
1.17. "Project Approvals" means City approvals governing the development of the Project, including this Agreement, as provided for in Ordinance No. 1451.
1.18. "Property" means the real property described in attached Exhibit "A," which is incorporated by reference.
1.19. "Subsequent Permits" is defined in Section 4.1.1.
1.20. "Uniform Codes" means those Uniform Codes adopted by reference in the BMC in accordance with Government Code § § 50022.2, et seq. as required by applicable law including, without limitation, Health and Safety Code § 18944.5 and Title 24 of the California Code of Regulations.
The Uniform Codes govern building and construction standards including, without limitation, the building, plumbing, electrical, mechanical, grading, sign, and fire standards. "Vested Rules" are defined in Section 3.1.
ARTICLE 2
GENERAL PROVISIONS
2.1. Property Subject to This Development Agreement. This Agreement benefits and encumbers the Property. The Property is to be developed with the Project, i.e., the "Bellflower Storage facility �,
2.2. Term of Agreement. The Term of this Agreement commences upon the Effective Date and continues in full force and effect for 20-years pursuant to BMC § 17.67.020 unless terminated earlier by its terms ("Term").
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ARTICLE 3
APPLICABLE RULES, REGULATIONS, AND POLICIES
3.1. Vested Rules. "Vested Rules" mean, collectively, the ordinances, resolutions, rules, regulations, requirements, and official policies of the City in effect as of the Effective Date which govern the following, to the extent applicable to the Property: development agreements; permitted uses; density and building intensity; growth control; zoning designations and regulations; subdivision, improvement, grading, landscaping and signage; design, development, improvement, and construction standards and specifications; standards and requirements for public reservations and dedications, public improvements and facilities; transit, parking, open space, employee housing and affordable housing; standards and requirements for processing of Subsequent Permits (as defined in Section 5.1.1); and the Project Approvals described in Section 3.3. The Vested Rules do not include: (i) Uniform Codes, or changes thereto from time to time; (ii) Development Impact Fees or fee calculation methods; or (iii) fees imposed by other governmental agencies, whether or not collected by the City on behalf of such agencies. The Vested Rules include those set forth in attached Exhibit "C," which is incorporated by reference. Various Subsequent Permits, such as tentative subdivision maps, grading permits and use permits, are or may be required in order to implement the development of the Project under the terms of the Vested Rules. In addition, Subsequent Permits, such as a change in zoning standards, may be desirable due to changes in development products or standards or for other reasons during the Term of this Agreement. This Agreement and the vested right to develop are not intended to preclude changes or additions to the Vested Rules which are mutually acceptable. Developer takes notice pursuant to Government Code § 66020(d) that City is imposing exactions upon the Project in accordance with the Mitigation Fee Act (Government Code § 66000, et seq.). Developer is informed that it may protest exactions in accordance with Government Code § 66020. Developer knowingly and willingly waives any rights it may have under Government Code § 66020 or any other provision of law to protest the imposition of any fees, dedications, reservations, or exactions imposed on the Project as authorized by this Agreement.
3.2. Section 3.1 does not apply to City's enforcement of the "Uniform Codes" regulating building or construction standards which will apply to the Project at the time City issues building permits.
3.3. Changtes to the Vested Rules. All Subsequent Permits will be processed in accordance with the procedures, standards, and requirements set forth in the Vested Rules, except to the extent changes to the Vested Rules are proposed by the Subsequent Permit. In that case, the processing of the Subsequent Permit is not subject to the Vested Rules. Any approved Subsequent Permit will be incorporated into (and amend or supplement, as appropriate) the Vested Rules upon adoption by City and approval by the affected Developer. If Developer proposes any amendment or addition to the Vested Rules, then the application therefor will clearly indicate such request, and, if the application is approved by City, then City's action will clearly state the Vested Rules were amended or supplemented. City must consider any such request in its sole discretion. If an amendment or supplement to the Vested Rules is adopted by City other than pursuant to an application by Developer, then it may amend or supplement to Vested Rules only if the affected Developer approved the same in writing.
3.4. Project Approvals. "Project Approvals" means: (a) this Agreement; (b) the CEQA Determination; (c) any amendments or additions to the Project Approvals and any Subsequent Permits (as defined in Section 4.1.1) which are subsequently issued by City and approved by Developer of the affected Projects or portion thereof, in accordance with the procedures described in Section 3.1. The Project Approvals are included in the Vested Rules. The permitted uses, the density or intensity of use, the zoning, the maximum height and size of buildings, the provisions for reservation and dedication of land, and the subdivision or use permit improvement requirements for the Project are set forth in Exhibit "D," as supplemented by Subsequent Permits issued in conformance with the Vested Rules. -17-
3.5. Vested Right to Develop. During the Term of this Agreement, with regard to the Project listed in Recital C and the Property legally defined in Exhibit A, Developer is assured, and City agrees, the development rights, obligations, terms and conditions specified in the Project Approvals, the other Vested Rules, and this Agreement are fully vested in Developer and may not be changed or modified by City, whether by administrative action, legislative action, or vote of the electorate, except as may be expressly permitted by and in accordance with the terms and conditions of this Agreement, or as may be expressly consented to by Developer. Developer has the vested right to develop and construct the Project on the Property and each portion thereof, in accordance with the Project Approvals, the other Vested Rules, and this Agreement.
3.6. No Conflicting Enactments. Except as provided in Section 3.5 of this Agreement, during the Term of this Agreement, the City will not, without the prior written consent of Developer, do any of the following:
3.6.1 Apply to the Property, or any portion thereof, any change in the Vested Rules or any new or amended rule, ordinance, resolution, regulation, requirement, or official policy which conflicts with or is inconsistent with this Agreement, or which reduces the development rights provided by this Agreement, or which limits or reduces the permitted uses allowed under the Vested Rules, or which discriminates against Developer or the Project or any portion thereof, or which applies only to the Project or a portion thereof;
3.6.2 Apply to the Property any new rule, ordinance, resolution, regulation, requirement, or official policy which requires any additional discretionary review or approval; or
3.6.3 Apply to the Property any new or amended rule, ordinance, resolution, regulation, requirement, or official policy that materially, adversely affects the timing or phasing of construction or development or that limits the availability of utilities, infrastructure, or public services for the Property.
3.7. Term of Project Approvals. To the extent allowed by the Subdivision Map Act, the term of any tentative map approved for any portion of the Property, whether as stated in the existing Project Approvals, or as stated in any subsequent amendment or addition to the Project approvals including, without limitation, any tentative parcel map, tentative map, vesting tentative map, or vesting tentative parcel map, any amendment of any such map, and any subdivision improvement agreement entered into in connection with any of the aforementioned maps, will be automatically extended for the Term of this Agreement.
Similarly, the term of any Project Approvals approved for any portion of the Property, whether existing or subsequently approved, will be automatically extended for the Term of this Agreement. In addition, in accordance with Government Code §66452.6, the term of any map or other Project Approval will be extended for a period equal to any period of time during which: (a) a development moratorium exists including, without limitation, a water or wastewater moratorium, or the actions of public agencies (other than City) that regulate land uses, development or providing services to the Property, that prevents, prohibits, or delays the construction of the Project; or (b) a lawsuit involving any development approvals or permits for the Project is pending. A development moratorium adopted or implemented by City does not apply to the Property, as further described in Section 3.8.
3.8. Initiatives/Referendum. Any law enacted or imposed after the Effective Date by initiative or referendum, or by the City Council, directly or indirectly, in connection with any proposed initiative or referendum, which law would conflict with the vested rights to develop granted to Developer under this Agreement will, to the maximum extent permitted by law, not apply to the Property.
3.9. Moratoria; Growth Control Measures. Developer's rights to develop the Property in conformance with the Vested Rights under this Agreement prevails over any growth control measure or -18-
development moratorium adopted or implemented by City after the Effective Date, whether adopted specifically to prohibit construction of the Project or any portion thereof, or as an interim measure during the processing of contemplated General Plan, Specific Plan, or zoning changes, or as a general growth control management measure.
3.10. Effect of Inconsistent State or Federal Laws. This Agreement may be modified or suspended as may be necessary to comply with the State of California or Federal legislation, case law, codes, or regulations enacted/issued after the Effective Date, which preempt local jurisdiction and which prevent or preclude compliance with one or more provisions of this Agreement; provided, however, that such modification or suspension will be made to the minimum extent necessary and only after the Parties have met and conferred in good faith to determine the feasibility of such modification or suspension and to minimize its effect on the rights of the Parties and fulfillment of the purposes and intent of this Agreement.
The Parties will cooperate to process applications for any City or governmental approvals which may be required as a result of any such modification or suspension of this Agreement.
3.11. Public Works. Developer must construct any facilities or improvements which will be dedicated to City or any other governmental agency upon completion in the same manner and to the same standards as would be applicable to City or such other governmental agency should it have undertaken construction.
3.12. Development Agreement Zone Layover ("DAZL"). This Agreement is intended to activate the DAZL as set forth in the BMC. Pursuant to BMC Chapter 17.67, this Agreement allows for the land uses and development standards outlined in Exhibit D.
ARTICLE 4
PROCESSING OF SUBSEQUENT PERMITS AND APPROVALS
4. L Subsequent Permits.
4.1.1 Defined. "Subsequent Permits" means the land use, development, and building approvals which are to be processed for approval by City and which are necessary or appropriate in order to develop the Project in accordance with the Vested Rules, the Project Approvals, and this Agreement including, without limitation, zone changes, master plans or amendments thereto, any and all permits and/or approvals that are part of development maps, subdivision improvements plans and agreements, design review, site plans, landscape plans, preliminary grading plans, grading plans and permits, building plans and permits, and environmental determinations. The Subsequent Permits include any permits and approvals required to complete the infrastructure and improvements necessary to develop the Property (collectively, the "Improvements"), in accordance with this Agreement and the Vested Rules including, without limitation, those related to: (a) clearing the Property; (b) preliminary grading or grading of the Property; (c) construction of roads and storm drainage facilities; (d) construction of all commercial structures and all structures and facilities accessory thereto, subject to the limitations set forth in this Agreement.
The grant of vested rights to Developer pursuant to this Agreement does not waive or remove any requirement to process and obtain Subsequent Permits for the Project, to the extent required under the Vested Rules and the Project Approvals.
4.1.2 Standard of Review. City agrees applications for Subsequent Permits will be processed in good faith and granted on terms and conditions in conformance with this Agreement, the Project Approvals, and the Vested Rules. In the event any conflict arises between the terms and conditions of a Subsequent Permit and this Agreement, the provisions of this Agreement prevail unless otherwise agreed to in writing by the City and the affected Developer. -19-
4.2. Processing. Subject to compliance with the Vested Rules and other applicable laws, the Subsequent Permits will be reviewed, processed, and acted upon by City, provided that: (a) applications for such approvals are submitted to City during the Term of this Agreement; (b) the applications are deemed complete pursuant to the Vested Rules; and (c) there is no uncured Event of Default under the terms and conditions of this Agreement with respect to the portion of the Property for which such approval is sought. City agrees it will not unreasonably withhold or unreasonably condition any Discretionary Action or Discretionary Approval which may be issued by City in order for the Project to proceed, provided that Developer reasonably and satisfactorily complies with all preliminary procedures, actions, payments of Processing Fees, and criteria generally required of developers by City for processing applications for developments and consistent with this Agreement.
4.3. Development Fees. Due to the consideration and benefits as described in Section 5.1, the following apply to the development fees described below:
4.3.1 Permit Fees. If a Subsequent Permit requires any significant change to the Project, then any additional Permit Fees must meet all applicable nexus and rough proportionality requirements. Permit Fees will be payable in an amount and at the time established by City's fee schedule at the time of issuance. Any credits applicable to Permit Fees to which any portion of the Project is entitled as a result of construction may be transferred to any other portion of the Project and applied to reduce future Permit Fees which become payable provided that this Agreement does not, by itself, entitle Developer to any such credits.
4.3.2 Development Impact Fees. Developer will pay fees established and adopted pursuant to the Mitigation Fee Act (Government Code § § 66000, et seq.) and the BMC.
4.3.3 Application Processing Fees. Developer must pay the Application Processing Fees in effect on the date the City Council approves this Development Agreement.
4.4. Other Local, State, Federal Approvals. The Parties contemplate that development of the Project pursuant to this Agreement may be subject to the approval of other governmental agencies. The Parties will act in good faith and use reasonable effort and diligence to process and obtain such approvals in a manner and on terms and conditions that are consistent with, and implement, the Project Approvals, the Vested Rules, and this Agreement. If any revisions or corrections of plans for Project Approvals approved by City is required by any other governmental agency, then the Parties will cooperate reasonably and in good faith to develop a mutually acceptable solution.
ARTICLE 5
PUBLIC BENEFITS
5.1. Public Benefits. The Parties acknowledge and agree that Developer's agreement to perform and abide by the covenants and obligations set forth herein is material consideration for City's agreement to perform and abide by the covenants set forth herein, including without limitation the following specific public benefits for this Agreement:
• Developer annual Mitigation Payment ("Mitigation Payment") of not less than $170,000 phased in over three years (30% in Year 1, 60% in year 2, and 100% in year 3 going forward) in a manner determined by an Operating Memorandum in accordance with this Development Agreement that will survive termination of the Development Agreement. Such Mitigation Payment may be satisfied, as determined by the Operating Memoranda, as follows:
o One-time up -front payment at City's option for $2,500,000 o City initiated option after 5-years for $2,125,000
o Developer initiated option after 10-years for $2,125,000 -20-
City, or designee (including private commercial partners), may install high-speed wireless facilities on the Project Site to facilitate public access to the internet. Such property access may be memorialized via an Operating Memorandum executed in accordance with this Development Agreement and memorialized in a separate instrument executed by the City Manager in a form approved by the City Attorney.
• Improvement of vacant real property to increase tax revenue for public welfare with a passive land use unlikely to affect surrounding land uses.
Developer provides security patrols at a minimum of twice daily for three years after completion of the project at which time Developer will review then current and ongoing security needs of the area with City. The frequency and specific schedule of such monitoring may be adjusted by the developer in cooperation with the City to best meet evolving security needs. Such provision of area security patrols may be memorialized via an Operating Memorandum executed in accordance with this Development Agreement and memorialized in a separate instrument executed by the City Manager in a form approved by the City Attorney.
5.1.1 Dedications. No dedications to City of rights -of -way or other interests in real property owned by Developer within the Property are proposed or required.
ARTICLE 6
REVIEW OF COMPLIANCE
6.1. Annual Review. The City will conduct reviews in accordance with the BMC to determine whether Developer is acting in good faith compliance with the provisions of this Agreement.
Appropriate fees to cover City's costs to conduct the annual review shall be collected from the Developer in compliance with the BMC.
6.2. Procedure for Review. City's Director of Planning and Building Services ("Director"), or designee, will conduct the review contemplated by this Section 6 to ascertain whether Developer has reasonably complied in good faith with the material terms and conditions of this Agreement during the period for which the review is conducted. The Director, or designee, will give Developer notice that any such review has been commenced, and give Developer at least 20 days to provide the Director such information as Developer deems relevant to such review. In addition, upon written request of the Director, Developer must furnish such documents or other information reasonably requested by the Director.
6.3. Result of Review. If, following such a review, the Director, or designee, finds good faith compliance by Developer with the terms and conditions of this Agreement, the Director, or, will issue to Developer an executed certificate of compliance. The certificate of compliance will state:
(a) the Agreement is unmodified and in full force and effect (or identifying any modifications); (b) there are no uncured defaults under the Agreement by the certifying Party or, to the certifying Party's knowledge, by any other Parry (or specifying any such defaults); and (c) any other information reasonably requested regarding the status of the Agreement and performance by the Parties.
If, following such a review, the Director, or designee, finds that Developer has not complied in good faith with the terms and conditions of the Agreement, the Director, or designee, will provide notice to Developer detailing such non-compliance. Upon receipt of such notice, Developer may commence to cure the stated non-compliance in accordance with the terms of this Agreement, including without limitation Section 8.1. If Developer fails to cure the non- compliance pursuant to the terms of this Agreement, including without limitation Section 8.1, the Director, or designee, will notify the City -21-
Council. Developer has the ability to dispute any such claim of non-compliance or failure to cure at a public hearing before the Agreement may be modified or terminated.
ARTICLE 7
ASSIGNMENTS; MORTGAGEE PROTECTION
7.1. Right to Assign
7.1.1 Right to Assign. Subject to Section 7.2 of this Agreement with respect to the rights of a mortgagee, Developer may assign or transfer any portion of its interests, rights, or obligations ("Rights") under this Agreement and under the Approvals and Subsequent Approvals to third parties acquiring successor interests in the Project or Project Site, or any portion thereof, including without limitation purchasers or long-term ground lessees of the parcels or facilities located on or within the Project Site.
7.1.2 Assumption of Assigned Obligations and Rights. As a condition to any assignment or transfer under this Agreement, any person or entity accepting such Assignment ("Assignee") must assume all of the obligations and rights of this Agreement as they pertain to the portion of the Property being transferred to the Assignee.
7.2. Right to Mortgage. Developer or Owner may assign, pledge, or otherwise encumber its rights and interests under this Agreement for security purposes to a Mortgagee of any defined Lot(s) without City's consent. Nothing contained in this Agreement restricts Developer from encumbering all or any portion of the Property with a Mortgage, deed of trust, or other security device (collectively, "Mortgage). No breach of this Agreement will default, render invalid, diminish, or impair the lien of any Mortgage or the rights of any mortgagee, but all of the terms and conditions of this Agreement are binding upon and effective against any Person, including any mortgagee or any person, who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu for defaults or monetary obligations arising before its acquisition of title to the Property or portion thereof.
7.3. Notice of Default. If City receives written notice from a Mortgagee requesting a copy of any notice of default given to Developer and specifying the address for service thereof, then City will deliver to such Mortgagee, concurrently with the delivery to Developer, any notice given to Developer with respect to any claim by City that such Developer is in default hereunder. If City makes a determination of noncompliance hereunder and a Mortgagee has requested notice of such determination, City will also serve notice of such noncompliance on such Mortgagee concurrently with service on Developer. Each Mortgagee may, without obligation, during the same period available to Developer hereunder, to cure or remedy, or to commence to cure or remedy, the event of default claimed or the areas of noncompliance set forth in City's notice.
ARTICLE 8
DEFAULT; REMEDIES
8.1. Events of Default. Subject to the provisions of Section 10.15 regarding Unavoidable Delays, Section 7.1 regarding assignment and assumption, and Section 7.2 regarding -22-
Mortgagee Protection, the failure by any Party to pay any sum or to perform any obligation required under this Agreement, including, without limitation, City's failure to issue Subsequent Permits for the Project in conformance with this Agreement, and such Party's failure to cure such default within the specified cure period after receipt of a Notice of Default pursuant to Section 9.2 below, constitutes an "Event of Default" under this Agreement. Except as otherwise provided in Section 4.2, failure by Developer to construct or delay in constructing the Project or any portion thereof will not be a default or Event of Default under this Agreement, and Developer is not liable to City for damages for failure to construct any portion of the Project, unless such failure or delay constitutes a default under the terms of any Final Map, building permit or similar approval, in which event City may exercise any of its normal remedies for default under such permit or approval.
8.2. Notice of Default and Cure. Any Party claiming a default under this Agreement must deliver to the defaulting Party a written notice of default ("Notice of Default"). The Notice of Default must specify the reasons for the allegation of default with reasonable particularity and the manner in which the default can be cured. The defaulting Party has the right to cure the default within 30 days after receiving the Notice of Default; provided, however, that if the nature of the alleged default is such that it cannot be reasonably cured within 30 days, then the 30-day period will be extended for the time reasonably required to complete the cure, so long as the defaulting Party commences the cure within the 30-day period and diligently prosecutes the cure to completion thereafter.
8.3. Procedure Upon and Event of Default. After the occurrence of an Event of Default, the other Party may give notice of its intent to terminate this Agreement pursuant to Government Code § 65868 and the BMC implementing said section. Following notice of intent to terminate, or before instituting legal proceedings, the matter must be scheduled for consideration and review at a public meeting of the City Council within 30 days after that notice. Following consideration of the evidence presented in the review before the City Council, the Party alleging the default by the other Party may institute legal proceedings or may give written notice of termination of this Agreement to the other Party; provided, however, Developer may only terminate this Agreement with respect to such portion of the Property then owned by Developer. Evidence of default may also arise in the course of an annual review of this Agreement pursuant to Section 6.1. If Developer is determined by City to be in default pursuant to the procedures for annual review, and after giving effect to Developer's right of appeal of such determination to the City Council as provided in Section 6.3, then City may give a written Notice of Default pursuant to Section 8.1. If the alleged default is not cured within the cure period set forth in Section 8.2 or within such longer period specified in City's Notice of Default, or if Developer waives its right to cure such alleged default in writing, then this Agreement may be terminated by City with respect to the portion of the Property then owned by the defaulting Developer. Unless otherwise provided by applicable law, termination of this Agreement will not, by itself, affect, limit or revoke any permit, consent, entitlement or certificate issued or granted before the date of termination.
8.4. Remedies for Non -Defaulting Party. If either Party is in default under the terms of this Agreement, subject to any applicable requirements under Section 8.6 of this Agreement, the other Party may elect to pursue any of the following courses of action: (i) waive such default; (ii) pursue administrative remedies as provided in this Agreement; (iii) pursue any judicial remedies available under the law; or (iv) terminate this Agreement. Unless otherwise provided by applicable law, termination of this Agreement will not, by itself, affect, limit or revoke any permit, consent, entitlement or certificate issued or granted before the date of termination.
8.4.1 Unless otherwise provided in this Agreement and subject to applicable requirements under Section 8.6 of this Agreement, either Party, in addition to any other rights or remedies, may institute legal action to cure, correct, or remedy any default by the other Party to this Agreement, to enforce any covenant or agreement herein, or to enjoin any threatened or attempted violation hereunder or to seek specific performance. All remedies available to a Party under this section are -23-
cumulative and not exclusive of the other, and the exercise of one or more of these remedies do not constitute a waiver or election with respect to any other available remedy. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that City is not liable in damages to Developer, or to any successor in interest of Developer, or to any other person, and Developer, on behalf of itself and all successors in interest, covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action that arises out of this Agreement; or
(b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; 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.
8.4.2 No City elected or appointed official, employee, or representative is personally liable to Developer in the event of any Event of Default by City or for any amount which may become due to Developer, or for any obligations under the terms of this Agreement, or for any claims of breach of contract related to this Agreement, or for any claims in the nature of tort related to this Agreement (such as fraud in the inducement).
8.4.3 Informal Discussions. With regard to any dispute between or among the Parties contemplated by this Agreement, within seven days written notice from ether party, the City Manager and Developer's senior executives must meet and attempt in good faith to resolve any such disputes through informal discussions, which discussions will not exceed 10 business days unless extended by mutual agreement.
8.5. Mediation. If the Parties are unable to resolve their dispute through informal discussion, then either party may commence mediation by providing to JAMS (or other mediator mutually agreed to by the Parties) and the other Parties a written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties will cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, and in scheduling the mediation proceedings. The Parties covenant that they will participate in all phases of the mediation in good faith. The mediation process will occur in two phases, if necessary, as described below. During the first phase of the mediation, which in no event will exceed 30 days unless otherwise agreed to by the Parties, the Parties will attempt to resolve their dispute in accordance with JAMS standard mediation procedures. If the Parties are unable to resolve their dispute during this first phase of the mediation process, then the second phase of the mediation process will be conducted in a manner consistent with this Section. If the Parties are unable to resolve their dispute through the first phase of mediation, as described above, the party that commenced mediation (the "Complaining Parry"), will have 10 business days from the expiration of the 30 day period described above to file a brief with the other party (the "Responding Party") and with the mediator presiding over the first phase of the mediation process (the "Mediator"), which brief must set forth the merits of the Complaining Party's position regarding the issues raised during the first phase of mediation (the "Initial Brief'). The Responding Party will have 10 business days from its receipt of the Initial Brief to file a brief with the Mediator and the Complaining Parry responding to the issues raised in the Initial Brief and setting forth the merits of the Responding Parry's position regarding the issues raised during the first phase of mediation (the "Responding Brief'). The Complaining Parry will have five business days from its receipt of the Responding Brief to file a reply brief with the Mediator and the Responding Parry replying to the issues raised in the Responding Brief (the "Reply Brief'). In no event will the Initial Brief and the Responding Brief be longer than 15 pages and in no event will the Reply Brief be longer than 10 pages.
Except as otherwise set forth in this Section 7.05.03, the Initial Brief, the Responding Brief and the Reply -24-
Brief will be formatted in accordance with requirements of Rule 3.1110 of the California Rules of Court, unless otherwise agreed to by the Parties. The Mediator will have two weeks following its receipt of the Reply Brief to consider the arguments set forth by the Complaining Party and the Responding Party in their respective briefs and issue an opinion stating which party the Mediator would consider to be the prevailing party if the Mediator were a judge presiding over the dispute in a court of law (the "JAMS Opinion").
8.5.1. All offers, promises, conduct and statements, including the JAMS Opinion, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non -discoverable as a result of its use in the mediation. Notwithstanding the foregoing, the JAMS Opinion will serve as the basis solely for determining whether, in the event a dispute between the Parties is litigated, either party will be awarded attorneys' fees in accordance with this Agreement.
8.5.2. Nothing in this Article will in any way be interpreted as requiring that Developer and City and/or City's designee reach agreement with regard to those matters being addressed, nor will the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to in writing by the Parties to such meetings. Notwithstanding the forgoing, the JAMS Opinion will be binding on the Parties solely for the purposes of determining whether, in the event a dispute between or among the Parties is litigated, either party will be awarded Attorneys' Fees (as defined below) in accordance with this Agreement.
8.5.3. Should any judicial remedy be sought by any party because of any default under this Agreement or to enforce any provision hereof, or to obtain a declaration of rights hereunder (each individually a "Judicial Action"), the prevailing party in such Judicial Action is entitled to reasonable attorney's fees, court costs and such other costs as may be fixed by the court (collectively, "Attorneys' Fees"), provided the prevailing party in the Judicial Action was also determined to be the prevailing party in the JAMS Opinion. For purposes of this Agreement, Attorneys Fees will be calculated from the start of the first phase of mediation and will include all reasonable costs related to the first and second phases of mediation. If the prevailing party in a Judicial Action was determined to be the losing party in the JAMS Opinion, then each party will assume the cost of their own Attorneys' Fees. Not in limitation of the foregoing, the Parties will assume their own costs related to the informal dispute resolution process described above. Extension of Agreement Term. The Term of this Agreement as set forth in Section 2.2 will automatically be extended for the period of time in which the Parties are engaged in dispute resolution to the degree that such extension of the Term is reasonably required because activities which would have been completed before the expiration of the Term are delayed beyond the scheduled expiration of the Term as a direct result of such dispute resolution.
ARTICLE 9
AMENDMENTS; TERMINATION
9.1. Amendments. Except as set forth in Section 3.1, this Agreement may be modified, amended and/or extended only by mutual written consent of the Parties and must be approved in the same manner as adoption of this Agreement, by ordinance as set forth in the Development Agreement Statute.
9.2. Operating Memoranda. The Parties acknowledge that the provisions of the Agreement require a close degree of cooperation and that new information and future events may demonstrate that changes -are appropriate with respect to the details of performance of the Parties under this Agreement.
The Parties desire, therefore, to retain a certain degree of flexibility with respect to the details of performance for those items covered in general terms under this Agreement. If and when, from time -25-
to time, the Parties find that refinements or adjustments are desirable, such refinements or adjustments will be accomplished through operating memoranda or implementation agreements approved by the Parties which, after execution, will be attached to this Agreement as addenda and become a part hereof.
9.3. Execution of Memoranda. Operating memoranda or implementation agreements may be executed on behalf of City by the City Manager and the City Attorney. In the event a particular subject requires notice or hearing, such notice or hearing will be appropriately given. Any significant modification to the terms of performance under this Agreement will be processed as an amendment of this Agreement in accordance with this Agreement and must be approved by the City Council.
9.4. Effect of Expiration/Termination. Upon expiration or termination of this Agreement: (a) no Party has any further rights or obligation hereunder except for matters which accrued before such expiration or termination and matters which specifically survive expiration or termination under the express terms of this Agreement; and (b) the underlying Project Approvals remain in full force and effect.
ARTICLE 10
MISCELLANEOUS
10.1. Insurance. Before the commencement of any work, Developer must furnish evidence to City that all of the following insurance requirements have been satisfied.
10.2. General. Developer must, throughout the duration of this Agreement, maintain, or cause to be maintained, the insurance specified below, to insure Developer and its employees for liability arising out of the work in connection with the Property, Project and this Agreement at the minimum levels set forth herein, with City being an additional insured on the CGL and excess or umbrella liability insurance.
10.3. Commercial General Liability. Commercial General Liability ("CGL") insurance with coverage in an amount not less than $2,000,000.00 general aggregate, $2,000,000.00 per occurrence and $2,000,000.00 products/completed operations, and including contractual liability insurance for the indemnification heretofore provided to City (subject to the policy terms, conditions, definitions and exclusions).
10.4. Business Auto Coverage. Business Automobile Liability insurance with coverage in an amount not less than $1,000,000.00 per accident for bodily injury and property damage, covering all vehicles used by the Developer (personal, company) and its employees, on or within the Project or Property or associated therewith.
10.5. Excess or Umbrella Liability Insurance (Over Primary Coverage). Such excess coverage must be at least as broad as the underlying coverage and be provided on a "pay on behalf' basis. The excess or umbrella coverage can be not less than $5,000,000 per occurrence/annual aggregate.
10.6. Workers' Compensation. Coverage must be maintained as required by the State of California.
10.7. Insurance Coverage to be Maintained by Developer's Contractors and Subcontractors.
Developer must require by contract that its contractors and subcontractors maintain the same CGL, business auto, excess or umbrella liability and workers' compensation insurance as set forth in subsections (b) through (e), inclusive, hereof, except that the required minimum limits for the CGL coverage will be $2,000,000 general aggregate, $2,000,000 per occurrence and $2,000,000 products/completed operations, with excess or umbrella liability insurance in the amount of $2,000,000 -26-
per occurrence/annual aggregate. The CGL policy must include, contractual liability insurance (subject to the policy terms, conditions, definitions and exclusions).
10.8. Construction; Interpretation. This Agreement has been reviewed and revised by legal counsel for Developer and the City, and no presumption or rule that ambiguities may be construed against the drafting party apply to the interpretation or enforcement of this Agreement.
10.9. Agreement Constitutes Legislative Act. Developer acknowledges and agrees that City has approved and entered into this Agreement in the sole exercise of its legislative discretion and that the standard of review of the validity and meaning of this Agreement will be that accorded legislative acts of City.
10.10. Cooperation; Further Assurances. Each Party will: (a) deal fairly and in good faith with the other Parties; (b) not impede the other Parties' right to receive the benefits of this Agreement; (c) cooperate with and provide reasonable assistance to the other Parties in the performance of this Agreement; and (d) execute such documents or take such further actions as may be reasonably necessary to consummate the performance or to carry out the purpose and intent of this Agreement.
10.11. Counterparts. This Agreement, and any documents implementing this Agreement, may be executed in multiple counterpart originals, each of which is deemed to be an original and all of which when taken together shall constitute one and the same instrument.
10.12. Entire Agreement. The Recitals set forth above in this Agreement and the Exhibits attached hereto are incorporated by references into this Agreement as an integrated portion hereof. This Agreement, including all such Recitals and Exhibits, constitutes the entire agreement of the parties regarding the subject matter hereof, and all prior or contemporaneous agreements and understandings, whether written or oral, are superseded.
10.13. Governing Law/Jurisdiction. This Agreement will be governed, construed and enforced in accordance with the laws of the State of California, and the state courts of Los Angeles County have jurisdiction.
10.14. Legal Challenges —Defense and Indemnification.
10.14.1 Cooperation in the Event of a Legal Challenge
In the event of any administrative, legal or equitable action or other proceeding instituted by any person or entity not a party to the Agreement challenging the validity of any provision of this Agreement; challenging any agreement between City and other government agencies entered into at the request of Developer to facilitate the development of the Property; challenging any of the Project Approvals; or challenging the sufficiency of any environmental review of either this Agreement or any Approval under CEQA (each a "Third Party Challenge"), each party must cooperate in the defense of such Third Party Challenge, in accordance with this Section. In light of the Parties' mutual interests in successfully defending against a Third Party Challenge, the Parties will enter into a joint nondisclosure, indemnity, and litigation defense agreement, which, among other things, will require all communications between Developer and City concerning a Third Party Challenge must be kept confidential and cannot be disclosed by either party without the written consent of the other party. Developer agrees to pay City's costs of defending a Third Party Challenge, including all court costs and reasonable attorney's fees expended by City (including the time and cost of the City Attorney) in defense of any Third Party Action, as well as the time of City's staff spent in connection with such defense. Developer may select its own legal counsel to represent Developer's interests in any Third Party Challenge at Developer's sole cost and expense.
City agrees that it will not enter into a settlement agreement to any Third Party Challenge without -27-
Developer's written consent. Developer's obligation to pay City's costs in the defense of a Third Party Challenge does not extend to those costs incurred on appeal unless otherwise authorized by Developer in writing. If Developer elects, in its sole and absolute discretion, not to contest such litigation challenges, City does not have any obligation to contest such challenges. If City elects to contest such challenges after Developer elects not to contest, City will do so at its sole cost.
10.14.2 Third Party Challenges Related to the Applicabilily of City Laws.
The provisions of this Section will apply only in the event of a legal or equitable action or other proceeding, before a court of competent jurisdiction, instituted by any person or entity not a party to this Agreement challenging the applicability to the Project or Project Site of a conflicting City Law (a "Third Party Enforcement Action"):
10.14.3 Cooperation in Case of a Third Party Enforcement Action.
In the event of a Third Party Enforcement Action, City must (i) promptly notify Developer of such action or proceeding, and (ii) cooperate with Developer so as to most effectively respond to the Third Party Enforcement Action. In no event will City take any action that would frustrate, hinder, or otherwise complicate Developer's efforts to respond. The Parties to this Agreement agree to cooperate, to the maximum extent permitted by law, in the defense of such action or proceeding. For purposes of this Section, the required cooperation between the Parties includes, without limitation, developing litigation strategies, preparing litigation briefs and other related documents, conferring on all aspects of the litigation, developing settlement strategies, and, to the extent permitted by law, jointly making significant decisions related to the relevant litigation, throughout the course thereof. In light of the Parties' mutual interests in successfully defending against a Third Party Enforcement Action, all communications between Developer and City concerning a Third Party Enforcement Action must be kept confidential and cannot be disclosed by either party without the written consent of the other party.
10.14.4 Litigation Costs.
City's costs of defending any Third Party Enforcement Action, including all court costs, and reasonable attorney's fees expended by City (including the time and cost of the City Attorney) in defense of any Third Party Enforcement Action, as well as the time of City's staff spent in connection with such defense (the "Enforcement Action Defense Costs"), will be paid in accordance with this Agreement.
Notwithstanding the forgoing, in no event will the Enforcement Action Defense Costs extend to, nor will Developer or the Project be obligated to pay, any costs incurred on appeal unless otherwise authorized by Developer in writing.
10.14.5 Settlement.
City must not enter into a settlement agreement or take any other action to resolve any Third Party Enforcement Action without Developer's written consent. City cannot, without Developer's written consent, take any action that would frustrate, hinder or otherwise prevent Developer's efforts to settle or otherwise resolve any Third Party Enforcement Action.
10.14.6 Effect of a Judgment.
Provided that City complies with this Section and provided that Developer is a party to the relevant Third Party Enforcement Action, Developer agrees to be bound by any final judgment (i.e., following all available appeals) arising out of a Third Party Enforcement Action and further agrees that no default under this Agreement will arise if such final judgment requires City to apply to the Project or Project Site a City Law that conflicts with Applicable Law or this Agreement. -28-
10.14.7 Defense and Indemnity.
Developer must defend and indemnify City from and against any and all damages, claims, costs and liabilities arising out of the personal injury or death of any third party, or damage to the property of any third parry, to the extent such damages, claims, costs or liabilities result from the construction of the Project by Developer or by Developer's contractors, subcontractors, agents or employees. Nothing in this Section will be construed to mean that Developer must defend or indemnify City from or against any damages, claims, costs or liabilities arising from, or alleged to arise from, activities associated with the maintenance or repair by City or any other public agency of improvements that have been offered for dedication and accepted by City or such other public agency or for any other public improvements constructed by City or constructed by Developer at direction of City. City and Developer may from time to time enter into subdivision improvement agreements, as authorized by the Subdivision Map Act, which agreements may include defense and indemnity provisions different from those contained in this Section.
In the event of any conflict between such provisions in any such subdivision improvement agreement and the provisions set forth above, the provisions of such subdivision improvement agreement will prevail.
10.14.8 Effect on Term. The Term of this Agreement will be tolled from the initiation of any Litigation until final court action is taken in such Litigation.
10.15. Notices. All notices, demands, correspondence and communications ("Notice") shall be in writing and shall be either personally delivered or sent by certified mail, postage prepaid, return receipt requested, or delivered by a nationally recognized overnight courier service (which provides a delivery receipt), at the addresses set forth below. Any such Notice will be deemed received on the date of personal delivery or on the date of receipt (or refusal to accept delivery) set forth in the certified mail receipt if sent by U.S. mail or in the receipt provided by the overnight courier service if sent by such service.
CITY at:
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attn: City Manager
with a copy to:
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Attn: Karl H. Berger, City Attorney
DEVELOPER at:
Artesia and Palm Realty LLC
9255 W Sunset Blvd #1100,
West Hollywood, CA 90069
516-448-1115
[email protected]
Attn: Jason Borg
with a copy to:
Matthew C. Fragner
Fragner Seifert Pace & Mintz LLP
800 South Figueroa Street, Suite 680
Los Angeles, CA 90017
-29-
310-779-7284
[email protected]
10.16. Private Undertaking. It is expressly understood and agreed by the Parties the development contemplated by this Agreement is a private development, no Party is acting as the agent of any other Parry in any respect hereunder, and Developer has full power and exclusive control over its properties subject only to the limitations and obligations of Developer under the Vested Rules and this Agreement.
Nothing contained in this Agreement or in any document executed in connection with this Agreement will be construed as making City and Developer joint venturers or partners.
10.17. Recordation. City will use best efforts to record a Memorandum of this Agreement with the Los Angeles County Recorder within 10 days after the Effective Date, pursuant to Development Agreement Statute § 65868.5. Thereafter, if this Agreement is terminated, modified or amended as provided herein, the City will record notice of such action with the Los Angeles County Recorder.
10.18. Section Headings. Article and Section headings in this Agreement are inserted for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement.
10.19. Severability. If any provision or term of this Agreement, or the application of any provision or term of this Agreement to any particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the Agreement is unaffected and will remain in full force and effect unless enforcement of the Agreement, with such invalidation, would be unreasonable or inequitable under the circumstances or would frustrate the purposes of the Agreement or the rights and obligations of the Parties thereunder.
10.20. Successors and Assigns; Covenants Running with the Land. Subject to the provisions of Section 7.1 governing assignment, the rights and obligations of Developer under this Agreement will be binding upon and inure to the benefit of successor Owners of all or any portion of the Property and shall be covenants running with the land.
10.21. Third-Pg1y Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns, including the Owners. No other Person has any right of action based upon any provision of this Agreement.
10.22. Unavoidable Delays or Events. In addition to specific provisions of this Agreement, performance by any Party hereunder shall not be deemed to be in default where delays or defaults are due to war, terrorism, pandemic, insurrection, riots, floods, earthquakes, fires, casualties, governmental restrictions imposed or mandated by governmental entities (but only as to delays or performance by Developer), enactment of conflicting state or federal laws or regulations (but only if the Party claiming delay complies at all times with the provisions of this Agreement pertaining to such conflicting laws), litigation against this Agreement or any of the Project Approvals, referendum of this Agreement or any of the Project Approvals or similar bases for excused performance ("Unavoidable Delay" or "Unavoidable Event"). Upon the occurrence of an Unavoidable Event, the time for performance will be extended, for the duration of the Unavoidable Delay. Notwithstanding the foregoing, none of the following constitutes an Unavoidable Event: (i) delays caused by market forces beyond the Parties' control; (ii) delays caused by the delay or failure by any entity other than the Party claiming such delay to provide financing for construction of the Project or any portion thereof; (iii) delays related to the cost or unavailability of financing, construction contractors, consultants, or labor; or (iv) delays related to economic conditions locally, regionally, statewide, nationwide, or worldwide. -30-
10.23. Waiver. No waiver of any provision of this Agreement is effective unless it is in writing and signed by a duly authorized representative of the Parry against whom enforcement of the waiver is sought.
No waiver of any right or remedy is deemed a waiver of any right or remedy with respect to any other occurrence or event.
10.24. Authorization. Each person executing this Agreement represents and warrants that he or she is authorized and has the legal capacity to execute and deliver this Agreement on behalf of the Party for which execution has been made.
IN WITNESS WHEREOF, the Parties have executed this Development Agreement to be effective as of the Effective Date first set forth above. "CITY"
CITY OF BELLFLOWER, a charter city
and municipal corporation
Dated: , 2025 By:
ATTEST:
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
Karl H. Berger, City Attorney
Ray Dunton, Mayor
"Developer"
Artesia and Palm Realty, a Delaware limited
liability company
Dated: , 2025 By:
APPROVED AS TO FORM:
Fragner Seifert Pace & Mintz LLP
By:
Matthew C. Fragner
Jason Borg, Managing Member
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Exhibit A
The Property
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BELLFLOWER, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A OF LOT LINE ADJUSTMENT NO. 7-19-10194, RECORDED SEPTEMBER 4, 2019 AS INSTRUMENT NO. 20190902283 OFFICIAL RECORDS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE WEST 193.20 FEET OF THE EAST 732.40 FEET OF LOTS 18 AND 19 IN BLOCK 19 OF CALIFORNIA CO-OPERATIVE COLONY TRACT, IN THE CITY OF BELLFLOWER,
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 15 AND 16 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, THE CENTERLINE OF LAKEWOOD BOULEVARD, FORMERLY CERRITOS AVENUE, BEING THE EAST LINE OF SAID LOT 18, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID WEST 193.20 FEET OF THE EAST 732.40 FEET OF LOT 18, THENCE NORTHERLY ALONG THE WEST LINE OF SAID LAND, NORTH 00023'51" WEST, A DISTANCE OF 355.77 FEET TO A POINT LYING ON THE NORTHERLY LINE OF GRANT DEED RECORDED OCTOBER 13, 2005 AS INSTRUMENT NO.2005-2466115 OFFICIAL RECORDS;
THENCE SOUTHEASTERLY ALONG SAID NORTHERLY LINE AND THE NORTHERLY LINE OF GRANT DEED RECORDED OCTOBER 13, 2005 AS INSTRUMENT NO. 2005-2466114 OFFICIAL RECORDS, SOUTH 59°57' 19" EAST A DISTANCE OF 224.09 FEET; THENCE SOUTHERLY, LEAVING SAID NORTHERLY LINE, SOUTH 00°23'51" EAST, A DISTANCE OF 242.36 FEET TO A POINT LYING ON THE SOUTHERLY LINE OF SAID LOT 18; THENCE WESTERLY ALONG SAID SOUTHERLY LINE, SOUTH 89038'25" WEST, A DISTANCE OF 193.20 FEET TO SAID POINT OF BEGINNING.
EXCEPT FROM THAT PORTION OF LOT 19, ALL MINERALS, OILS, GASES AND OTHER
HYDROCARBON BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE
PARCEL OF LAND HEREINABOVE DESCRIBED WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE OR THE UPPER 100 FEET THEREOF, AS RESERVED BY THE STATE OF CALIFORNIA IN DEED RECORDED DECEMBER 11, 1969 AS INSTRUMENT NO. 1841 OFFICIAL RECORDS.
APN: 7162-002-087
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Exhibit B
CEQA Technical Studies
1. Bellflower Self -Storage Project Noise and Vibration Impact Analysis; EPD Solutions, Inc.; August 2025.
2. Preliminary Drainage Report; DRC Engineering, Inc.; June 24, 2025.
3. Vehicles Miles Traveled (VMT) Screening Analysis Memorandum; EPD Solutions, Inc.; August 29, 2025.
4. Phase I Environmental Site Assessment Report; Stantec Consulting Services, Inc.; June 30, 2025.
5. Air Quality and Greenhouse Gas Impact Analysis for the Bellflower Self Storage Project Memorandum; EPD Solutions, Inc.; July 31, 2025.
6. Biological Due Diligence Investigation for the Proposed Bellflower Self Storage Project; ELMT Consulting; October 6, 2025.
-33-
Exhibit C
CONDITIONS OF APPROVAL
DEVELOPMENT AGREEMENT 8825 ARTESIA BOULEVARD
In addition to all applicable provisions of the Bellflower Municipal Code ("BMC"), Artesia and Palm Realty LLC, ("APR LLC") agrees that it will comply with the following conditions for the City of Bellflower's approval of AFN 1118 Development Agreement ("Project Conditions"). These Project Conditions survive any expiration of the Development Agreement and are integrated with the DAZL.
PLANNING:
APR LLC ("Permittee") agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of AFN 1 118 except for such loss or damage arising from the City's sole negligence or willful misconduct. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the City approval of AFN 11 18, the Permittee agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "the City" includes the City of Bellflower's elected officials, appointed officials, officers, and employees.
2. Except as otherwise provided, the Project Site must be developed and/or used in the manner requested and must substantially conform with the submitted plans date -stamped October 15, 2025.
3. This approval runs with the land. All rights and obligations of this approval, including the responsibility to comply with the Project Conditions, are binding upon Permittee's successors in interest. The Project Conditions may be modified, terminated, or abandoned in accordance with applicable law including, without limitation, the BMC.
4. Any proposed deviations from the Exhibits, or Project Conditions must be submitted to the Director of Planning and Building Services ("Director"), or designee. The Director may approve minor deviations and may refer any and/or all proposed deviations to the City Council for review, evaluation, and approval or denial. Any unapproved deviation from this Development Agreement is a violation of these Project Conditions.
5. When exhibits and/or Project Conditions conflict, the written Project Conditions prevail.
6. The approvals conferred by this Development Agreement will be suspended for the period that the Project or any Project Condition is appealed, whether administratively or as part of a legal action filed in a court of competent jurisdiction. If any Project Condition is invalidated by a court of law, the Project must be reviewed by the City and substitute project conditions may be imposed.
7. The Permittee must comply with all requirements of the Development Agreement and other applicable law, including, without limitation, the BMC.
8. The Permittee must sign these Project Conditions, as set forth below, to acknowledge acceptance, within 30 days from the date of approval by the City Council. -34-
9. This decision is not effective until the acknowledges acceptance of all Project Conditions, and any appeal period has lapsed, or a waiver of right to appeal is filed or if there is an appeal, until a final decision has been made on the appeal. By using the entitlements granted by the Development Agreement, the Permittee acknowledges agreement with the Project Conditions.
10. Anything which is not shown on the application/plans, or which is not specifically approved, or which is not in compliance with this section, is not approved. Any application and/or plans which are defective including, without limitation, omission, dimensions, scale, use, colors, materials, encroachments, easements, etc., will render entitlements granted by this approval null and void.
Construction must cease until all requirements of this approval are complied with. Development entitlements may be withheld until violations of the BMC are abated.
11. The Permittee must contact the Director, or designee, to arrange one or more site inspections as necessary to ensure that Permittee complies with all Project Conditions before exercising any of the rights conferred by this Development Agreement.
12. The Permittee must reimburse the City for all attorneys' fees expended by the City that are directly related to the processing of this Project. All attorneys' fees must be paid before commencement of the rights conferred by this Development Agreement.
13. The Permittee must submit a Master Sign Plan for the Director's, or designee's review and approval for all signage on the Project Site before a certificate of occupancy will be approved. The Director, or designee, may request revisions to the proposed Master Sign Plan as deemed necessary in its sole and absolute discretion.
14. All landscaping must include mature, full -height, landscape materials.
15. During construction, the Permittee must ensure that persons at the Project Site are informed of the 24-hour contact information (name and phone number) of the Permittee, or designee, responsible for resolving complaints and concerns regarding the Project. This may be satisfied by placing a notice with the requisite information on the Project Site, provided that it is reviewed and approved by the Director before it is posted.
16. Approval of the Project is valid for 12 months after the date of approval, unless a building permit (plan check) application is submitted to the Building Official, or designee, for the Project within that 12-month period, in which case the approval is valid as long as the plan check or building permits for the Project are valid. Upon good cause shown, the Director may grant one extension of an approval of not more than 12 months in the aggregate, from the original expiration date.
Planning Specific COAs
17. The Permittee must submit a photometric plan for Director's review and approval before the Building Official issues a building permit. The photometric plan must show a zero -foot candle at the Project Site boundaries and all lighting on the Project Site must conform to the approved photometric plan.
18. All bicycle racks must be decorative, architecturally compatible with the Project Site and reviewed and approved by the Director in their sole and absolute discretion.
19. The sale of any item from or at a leased self -storage facility is prohibited. -35-
20. Repair, construction or reconstruction of any boat, engine, motor vehicle or furniture, and the storage of any propane or gasoline engine or propane or gasoline storage tank or any boat or vehicle incorporating such components, is prohibited within any structure on the parcel of land designated as a self -storage facility.
21. Storage of any caustic, hazardous or toxic materials or waste materials is prohibited.
22. No public address system is allowed.
23. It is prohibited to rent or use required parking spaces for vehicular storage.
24. The Project Site must remain well -maintained and free of graffiti.
25. Landscaping/irrigation must be maintained in good condition at all times.
ENGINEERING:
26. A grading plan prepared by a California licensed civil engineer must be submitted. The minimum slope on concrete flow lines must be 0.50%. The minimum slope on asphalt concrete or turf must be 1.0%. The existing elevations of the adjacent property and street flow lines must be shown around the perimeter of the proposed development.
27. The construction plans must show (with dimensions) all property lines and any internal lot line and must include typical sections at all side and rear property lines. The sections must show the property line, perimeter walls/fences, adjacent building walls and roof overhangs with dimensions from property line to each feature described. The sections must also show the perimeter wall/fence height measured on both sides of said wall/fence.
28. The Permittee must contact the local Water Company to determine the existing fire flow rate in this area. If the existing fire flow capabilities are below the required minimum, the Permittee must provide the necessary means for meeting the fire flow rates.
29. Existing overhead power line(s) to the existing billboard must be removed and placed underground.
STORMWATER:
30. Before the City Engineer issues a grading permit, the Permittee must demonstrate to the satisfaction of the City Engineer that the MS4 Permit requirements are met and shown on the Project plans.
31. Before issuance of a grading permit, the Permittee must include on the Project plans to the satisfaction of the City Engineer the following information:
a. Grading Plan Title Sheet: Indicate the Project is subject to Priority Project requirements with the Following text: "PRIORITY PROJECT".
b. Maintenance requirements must be listed for all structural treatment controls. c. All constructed Priority Project requirements must be clearly identified as such in the Project plans and in the Priority Project Report including maintenance operations and maintenance responsibility.
-36-
32. Before issuance of a grading permit, the Permittee must sign the owner's certification form and embed this document in the Project plans to the satisfaction of the City Engineer. The certification form must include this confirmation: "As the owner, I accept responsibility for the operation and long-term maintenance of all approved stormwater BMPs in accordance with the attached plan and applicable MS4 permit requirements."
33. Before the City Engineer issues a grading permit, the Project must incorporate structural LID practices for the site in consideration of the site's land use, hydrology, soil type, climate and rainfall patterns.
34. Before the City Engineer issues a grading permit, trash enclosures must meet storm water quality standards. Trash enclosures must be designed to have a solid impermeable roof and concrete slab floor. The roof must have a minimum clearance height of at least 9 feet to allow the bin lid to completely open. The concrete slab must be graded to contain any spill within the enclosure. The enclosure area must be protected from receiving direct rainfall or run-on from collateral surfaces.
Rainwater or wastewater runoff from trash enclosure is prohibited. An alternate drain from the interior of the enclosure that discharges to the sanitary sewer may be constructed if approved by sewer district.
35. Before the City Engineer issues a grading permit, the Permittee must submit a soil report as addressed on LA County Geotechnical and Material Engineering Division (GMED GS200.2 dated 6/30/17). Data and analysis must be provided to substantiate the recommended infiltration rate, groundwater elevations and feasibility of infiltration BMPs.
By signing this document, Jason Borg, on behalf of Artesia and Palm Realty LLC, certifies that the Permittee read, understood, and agrees to the Project Conditions listed in this document.
Jason Borg, on behalf of Artesia and Palm Realty LLC
-37-
Exhibit D
Approved Land Uses and Development Standards
PERMITTED LAND USES:
The Property will be used for a self -storage facility.
INTENSITY OF USE:
The Project involves the development of a multi -story self -storage facility with a gross total building area of 152,300 square feet on the 57,762 square foot site. The proposed Floor Area Ratio ("FAR") is 2.64.
MAXIMUM HEIGHT AND SIZE OF BUILDINGS:
The building height must not exceed 50 feet. The maximum building size is 152,300 square feet.
MINIMUM SETBACKS:
a) Front yard setback: 10'
b) Side yard setback: 5'
c) Rear yard setback; 5'
MAXIMUM LOT COVERAGE:
Maximum lot coverage must not exceed 70% of the total lot area.
REQUIRED OFF-STREET PARKING:
Parking must be provided in the following manner:
a) A minimum of 12 parking spaces, including 8 standard spaces and 4 EV capable spaces, must be provided on -site.
b) A minimum of 4 loading spaces must be provided on -site. c) A minimum of 11 shared parking spaces on the adjacent Woodspring Suites Hotel property.
MINIMUM DRIVEWAY WIDTH
All interior drives must have a minimum width of 24 feet.
LIGHTING
Exterior lighting must be arranged and shielded so as to prevent glare on adjacent properties or highways.
LANDSCAPING
Landscaping must not be less than 5% of the total lot area. (SEE ATTACHED BUILDING & SITE DEVELOPMENT PLANS)
-38-
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EXHIBIT B TO ORDINANCE NO. 1451
ZONE MAP AMENDMENT
-55-
A-E -Agricultural Estate Zone
■ C-G - Commercial General
DFD - Design for Development
M-1 - Light Industrial
Cis - open space
P - Public Uses
R-1 - Single Family Residence
R-2 - Medium Density Residential
R-3 - Multiple Residential
S-F - Single Family
SP - Specific Plan
T-C -Town Center
Parcels
Right of Way
Lot Dimensions
cities
cities
0 City Boundary
r�
O-S
SP
Zoning
Map Amendment
8825 Artesia Boulevard
0 DAZL OVERLAY
N
W E
�r
o
Scale: 1 in = 177 ft
Printed 1114/2025
-56-
Aerial, Zoning, and
General Plan Land
Use Map
-57-
— ---------
Parcels
Right of Way
Lot Dimensions
-
Cities
cities
0 City Boundary
i � .a. 1 .• b. ` T j
.:�� J ... �..- .aid.. ✓� T.,'• r ��.
6r
.. j, •t"'"' Y'f'¢i..`y.T� `tt'E�'rA... l _ .1__ _ 1.-- '—' J ... � P.� ►'Ei d.LT ,4GY%�� s o'r
• LI IML
war..it
i0fta
• S i b - r�
K � I
y
A-E-AQhcukura|EstataZone
C-Q-Commercial General
DFD-DasignforDeve|opment
M-1 - Light Industrial
C)S-open space
P-Pub|icUses
^ R,1 -Sing|e Family Residence
R-2 -K4odium Density Residential
R-3 -Multip|e Residential
S-F -Sing|e Family
SP -SpecdicP\an
T-C-TovvnCanter
Parcels
Right ofWay
Lot Dimensions
— Cities
Cities
0 City Boundary
r--�-----
o's
APN
7162-002-087
SP
Zoning
ng
8825Artesia Boulevard
SIR 91
~
A (Agricultural Residential)
C (commercial)
1 H (High Density Residential)
I (Industrial)
L (Low Density Residential)
M (Medium Density Residential)
MU (Mixed Use)
OS (open Space)
P (Public/Quasi Public)
SC (Senior Citizen)
SF (Single Family Residential)
Parcels
Right of Way
Lot Dimensions
Cities
Cities
0 City Boundary
OiF BELLF1
I
E71
7W
............
APN
7162-002-087
General Plan Land Use Map
8825 Artesia Boulevard
M
vy E
Scale: 1 in = 177 ft
Printed 11/4/2025
-60-J
ATTACHMENT C
Plans submitted by
Applicant
-61-