Cities Index.
Agenda packet

Carson City Council
September 1, 2026

Document
Agenda packet
Meeting
September 1, 2026
Body
Carson City Council
Pages
72
Original file
196.1 MB
Text extracted from the city's file for reading and search. Open the original on s3.us-west-004.backblazeb2.com. That file is the official record.

Discussion
Relevant Changes to Project Related to Tribal Cultural Resources The Proposed Project would maintain the previously approved development envelope and would not expand the limits of ground disturbance beyond the areas evaluated in the 2022 SEIR. The Proposed Project does not introduce new uses or development areas that would increase the potential to affect tribal cultural resources beyond the impacts previously analyzed.

Relevant Changes to Environmental Setting
The environmental setting related to tribal cultural resources has not materially changed since certification of the 2022 SEIR. The project site remains a remediated former landfill located within a highly urbanized portion of the City of Carson. No new tribal cultural resources have been identified V. Environmental Checklist
Tribal Cultural Resources
District at South Bay Specific Plan Cells 3, 4, and 5 Amendments 89 ESA / D202401056 CEQA Guidelines Section 15168 Evaluation July 2026

01223.0022 2168567.1
within the project site since certification of the 2022 SEIR, and there have been no substantial changes to the regulatory framework or consultation record that would alter the conclusions of the prior analysis.

Comparative Impacts Discussion
The 2022 SEIR evaluated the potential for project-related impacts to tribal cultural resources, including resources identified through the tribal consultation process and resources that may qualify as tribal cultural resources pursuant to Public Resources Code Section 21074. The prior analysis concluded that impacts would be less than significant with implementation of applicable regulatory controls. The Proposed Project would not increase the extent of ground disturbance, expand development into previously unevaluated areas, or create new impact pathways affecting tribal cultural resources.

Development would continue within the same previously disturbed area evaluated in the 2022 SEIR.

Accordingly, the Proposed Project would not result in a substantial adverse change to the significance of a tribal cultural resource, nor would it create new significant impacts or substantially increase the severity of previously identified impacts. Consistent with CEQA Guidelines Sections 15168(c)(2) and 15162, the Proposed Project would not result in new significant tribal cultural resource impacts, substantially more- severe impacts, changed circumstances creating new impacts, or new information of substantial importance requiring major revisions to the 2022 SEIR.

Mitigation Measures
2022 SEIR Mitigation Measures
The 2022 SEIR determined that tribal cultural resources impacts would be less than significant and did not identify topic-specific mitigation measures or a separate series of project design features (PDFs) for tribal cultural resources. The 2022 SEIR determined that protection of tribal cultural resource is subject to applicable provisions of the California Public Resources Code, California Health and Safety Code, and other applicable laws and regulations. Because the Proposed Project does not introduce new areas of disturbance or new tribal cultural resource impact pathways, the conclusions of the 2022 SEIR remain valid and no additional mitigation measures are required Additional 2026 Mitigation Measures
No additional mitigation measures are required.

Conclusion
The Proposed Project remains within the scope of development evaluated in the 2022 SEIR. The Proposed Project consists primarily of site-plan refinements within PA3 and does not alter the development footprint, increase ground disturbance beyond previously analyzed areas, or introduce new potential impacts to tribal cultural resources. Existing regulatory controls remain applicable and effective.

Accordingly, the Proposed Project would not result in new significant tribal cultural resource impacts or substantially more-severe impacts than those identified in the 2022 SEIR. There are no new information of substantial importance and no changed circumstance requiring major revisions to the prior environmental document. Therefore, the conclusions of the 2022 SEIR remain valid and the Proposed Project satisfies the requirements of CEQA Guidelines Section 15168(c)(2). No subsequent or supplemental EIR is required pursuant to CEQA Guidelines Section 15162 for tribal cultural resources

V. Environmental Checklist
Utilities and Service Systems
District at South Bay Specific Plan Cells 3, 4, and 5 Amendments 90 ESA / D202401056 CEQA Guidelines Section 15168 Evaluation July 2026
Utilities and Service Systems
Environmental Issue Area
Where Impact
Was Analyzed
in Prior
Environmental
Documents
Do Proposed
Changes Involve
New Significant
Impacts or
Substantially More-
Severe Impacts?
Any New
Circumstances
Involving New
Significant Impacts or
Substantially More-
Severe Impacts?
Any New
Information
of
Substantial
Importance?
Prior
Environmental
Documents
Mitigations
Implemented or
Address Impacts?

17. Utilities and Service Systems. Would the project:
a. Require or result in the relocation
or construction of new or
expanded water, wastewater
treatment or storm water
drainage, electric power, natural
gas, or telecommunications
facilities, the construction or
relocation of which could cause
significant environmental effects?
2021 DSEIR
pages VI-61
to VI-80
No No No N/A
b. Have sufficient water supplies
available to serve the project and
reasonably foreseeable future
development during normal, dry
and multiple dry years?
2021 DSEIR
pages VI-61
to VI-80
No No No N/A
c. Result in a determination by the
wastewater treatment provider,
which serves or may serve the
project, that it has adequate
capacity to serve the project’s
projected demand in addition to
the provider’s existing
commitments?
2021 DSEIR
pages VI-61
to VI-80
No No No N/A
d. Generate solid waste in excess of
state or local standards, or in
excess of the capacity of local
infrastructure, or otherwise impair
the attainment of solid waste
reduction goals?
2021 DSEIR
pages VI-61
to VI-80
No No No N/A
e. Comply with federal, state, and
local management and reduction
statutes and regulations related
to solid waste?
2021 DSEIR
pages VI-61
to VI-80
No No No N/A

Discussion
Relevant Changes to Project Related to Utilities and Service Systems The Proposed Project would not increase the approved industrial development capacity evaluated in the 2022 SEIR and would continue to be developed within the same PA3 development envelope previously analyzed. Retail and restaurant uses would be eliminated as part of the Proposed Project in PA3(b).

Accordingly, while the composition of utility demand may change, the Proposed Project would not increase overall development intensity or associated utility demand beyond that evaluated in the 2022 SEIR.

Construction activities would remain generally consistent with those evaluated in the 2022 SEIR and would include remediation, grading, utility installation, roadway construction, parking improvements, and building construction. Construction-related demands on water, wastewater, and solid waste systems would therefore remain similar in nature to those evaluated in the 2022 SEIR.

V. Environmental Checklist
Utilities and Service Systems
District at South Bay Specific Plan Cells 3, 4, and 5 Amendments 91 ESA / D202401056 CEQA Guidelines Section 15168 Evaluation July 2026

01223.0022 2168567.1
Relevant Changes to Environmental Setting
The environmental setting related to utilities and service systems has not materially changed in a manner that would alter the conclusions of the 2022 SEIR. The Project Site remains within the same water, wastewater, stormwater, and solid waste service areas evaluated in the 2022 SEIR and would continue to rely on the same utility providers and infrastructure systems previously analyzed.

The Project Site remains an undeveloped former landfill site undergoing remediation-related activities and remains subject to the same utility service requirements, infrastructure planning assumptions, and regulatory requirements applicable to the 2022 Project.

Comparative Impacts Discussion
The 2022 SEIR evaluated impacts related to water supply, water infrastructure, wastewater collection and treatment, stormwater facilities, and solid waste generation associated with implementation of the approved project. The analysis considered utility demands generated by residential, commercial, recreational, entertainment, and industrial land uses throughout the Project Site.

The 2022 SEIR identified potentially significant impacts related to water supply, wastewater infrastructure, and solid waste generation and adopted mitigation measures requiring water conservation, reclaimed water use, utility infrastructure design standards, wastewater system improvements, and waste reduction and recycling programs. These measures were relied upon by the 2022 SEIR to reduce utility impacts to less-than-significant levels.

Water Supply
The 2022 SEIR identified potentially significant impacts associated with water demand and water supply and adopted Mitigation Measures J.11 through J.17 to reduce project water consumption and improve water-use efficiency. These measures require implementation of water-conserving fixtures, compliance with water-efficient landscape requirements, use of reclaimed water where feasible, xeriscape landscaping, efficient irrigation systems, recycling of cooling-system water, and use of reclaimed water during construction activities. These measures were adopted to reduce project-related water demand and reliance on potable water supplies.

The Proposed Project would continue to require water service but would eliminate several water-intensive commercial, restaurant, and recreational uses associated with the Carson Country Mart. While industrial and warehouse uses would continue to consume water, the overall utility demand would remain within the development envelope evaluated in the 2022 SEIR.

Accordingly, the same water-supply impact mechanism evaluated in the 2022 SEIR would continue to exist. Mitigation Measures J.11 through J.17 therefore remain applicable to the Proposed Project and would continue to reduce water demand. Water supply impacts would remain less than significant with mitigation, consistent with the conclusions of the 2022 SEIR. No additional mitigation measures are required.

Wastewater Collection and Treatment
The 2022 SEIR identified potentially significant impacts associated with wastewater generation and wastewater infrastructure and adopted Mitigation Measures J.2-1 through J.2-4. These measures require wastewater infrastructure to be designed in accordance with applicable agency standards, payment of connection fees, implementation of water-conserving fixtures, and use of reclaimed water where V. Environmental Checklist
Utilities and Service Systems
District at South Bay Specific Plan Cells 3, 4, and 5 Amendments 92 ESA / D202401056 CEQA Guidelines Section 15168 Evaluation July 2026
available. These measures were adopted to ensure adequate wastewater capacity and reduce wastewater generation.

The Proposed Project would continue to generate wastewater associated with employee-serving facilities and ancillary office uses; however, restaurant, entertainment, and recreational uses that would have generated higher wastewater demands would no longer occur.

Because the same wastewater service systems evaluated in the 2022 SEIR would continue to serve the Project Site, the impact mechanism remains substantially unchanged. Mitigation Measures J.2-1 through J.2-4 remain applicable and would continue to reduce wastewater impacts. Wastewater impacts would remain less than significant with mitigation, and no new mitigation measures are required.

Solid Waste
The 2022 SEIR identified potentially significant impacts associated with solid waste generation and adopted Mitigation Measures J.31 through J.3-6. These measures require source-separated recycling systems, recycling collection facilities, ongoing recycling programs, recycling of roadway materials during redevelopment, compaction facilities for non-recyclable materials, and recycling of construction debris where feasible. These measures were adopted to reduce disposal demand and promote compliance with state and local waste-diversion requirements.

The Proposed Project would continue to generate solid waste associated with industrial operations, warehouse activities, and employee-serving uses. However, the elimination of commercial, restaurant, and event-related activities would reduce several waste-generating activities evaluated in the 2022 SEIR.

Accordingly, the same solid-waste impact mechanism evaluated in the 2022 SEIR would continue to exist. Mitigation Measures J.31 through J.3-6 remain directly applicable and would continue to reduce solid waste impacts. Solid waste impacts would remain less than significant with mitigation, consistent with the conclusions of the 2022 SEIR. No additional mitigation measures are required.

Utility Infrastructure and Service Capacity
The 2022 SEIR evaluated the ability of existing and planned utility infrastructure to accommodate development of the approved project and concluded that required utility improvements could be provided through implementation of the adopted mitigation framework and applicable infrastructure requirements.

The Proposed Project would remain within the same PA3 development envelope previously evaluated and would continue to rely on the same utility systems and service providers. The Proposed Project would not require a new off-site utility system, new wastewater treatment facility, new water supply source, or new solid waste disposal facility that was not previously analyzed.

Accordingly, utility infrastructure impacts would remain within the range evaluated in the 2022 SEIR and would remain less than significant. No new mitigation measures are required.

Mitigation Measures
2022 SEIR Mitigation Measures
To reduce potentially significant impacts associated with water supply, wastewater service, and solid waste generation, the 2022 SEIR adopted the mitigation measures summarized below.

V. Environmental Checklist
Utilities and Service Systems
District at South Bay Specific Plan Cells 3, 4, and 5 Amendments 93 ESA / D202401056 CEQA Guidelines Section 15168 Evaluation July 2026

01223.0022 2168567.1
Water Supply
Mitigation Measures J.11–J.17 (Water Conservation and Water Supply Program) requires water-efficient fixtures, water-efficient landscaping, reclaimed water use, xeriscaping, irrigation efficiency measures, cooling-water recycling, and reclaimed water use during construction. These measures were adopted to reduce project-related water demand and water supply impacts to less- than-significant levels.

Wastewater
Mitigation Measures J.2-1–J.2-4 (Wastewater Infrastructure and Conservation Program) require wastewater infrastructure improvements, utility connection requirements, water- conserving fixtures, and reclaimed water use. These measures were adopted to reduce wastewater generation and ensure adequate wastewater service capacity.

Solid Waste
Mitigation Measures J.31–J.3-6 (Solid Waste Reduction and Recycling Program) require recycling facilities, source separation, roadway material recycling, construction debris recycling, compaction facilities, and ongoing recycling programs. These measures were adopted to reduce disposal demands and maintain consistency with waste-diversion objectives.

The Proposed Project would continue to rely on the same utility systems and would continue to generate water demand, wastewater flows, and solid waste similar (if not less) in type to those evaluated in the 2022 SEIR. Accordingly, the utility mitigation measures adopted in the 2022 SEIR remain applicable to the Proposed Project and should continue to be implemented.

Additional 2026 Mitigation Measures
No additional mitigation measures are required.

Conclusion
The Proposed Project remains within the scope of development evaluated in the 2022 SEIR. Restaurant, entertainment, and recreational uses that would have generated higher utility demands would no longer occur. Although the composition of utility demand would change, the Proposed Project would not increase approved development intensity, would remain within the utility service envelope evaluated in the 2022 SEIR, and would not introduce new utility-related impact mechanisms that were not previously analyzed. Based on the analysis presented above, the Proposed Project would continue to implement the applicable utility mitigation measures adopted as part of the 2022 SEIR. Water supply, wastewater, and solid waste impacts would therefore remain less than significant with mitigation, consistent with the conclusions of the 2022 SEIR. Utility infrastructure and service-capacity impacts would remain less than significant, consistent with the conclusions of the 2022 SEIR. No new significant impacts or substantially more-severe impacts would occur, and no new mitigation measures are required. The environmental setting has not changed in a manner that would create new utility-related impact pathways, and no new information of substantial importance has been identified indicating that utility impacts would be substantially more severe than those disclosed in the 2022 SEIR. Therefore, the conclusions of the 2022 SEIR remain valid, and the Proposed Project satisfies the requirements of CEQA Guidelines Sections 15162 and 15168(c)(2). No subsequent or supplemental EIR is required with respect to utilities and service systems.

VI. Section 15168 Consistency Determination

District at South Bay Specific Plan Cells 3, 4, and 5 Amendments 94 ESA / D202401056 CEQA Guidelines Section 15168 Evaluation July 2026
VI. Section 15168 Consistency Determination
The City has determined that the Proposed Project constitutes a later activity within the scope of the development program evaluated in the certified 2022 Supplemental Environmental Impact Report (2022 SEIR) for The District at South Bay Specific Plan Amendment and has therefore evaluated the Proposed Project pursuant to CEQA Guidelines Section 15168(c).

As documented in this Environmental Checklist, the Proposed Project would remain within PA3, the same geographic area evaluated in the 2022 SEIR, and would not expand development beyond the boundaries of the Specific Plan area previously analyzed. The Proposed Project would continue to implement land uses expressly evaluated in the 2022 SEIR by retaining light industrial, warehousing, logistics, fulfillment, distribution, and ancillary office uses within PA3. While the Proposed Project would eliminate the previously approved Carson Country Mart commercial, restaurant, recreation, entertainment, and open-space components, it would not introduce a new land use type, development activity, or infrastructure system that was not previously contemplated and analyzed as part of the 2022 SEIR development program.

The Proposed Project would also remain consistent with the overall development intensity evaluated in the 2022 SEIR. The Project would maintain the previously approved maximum development program for PA3 and would not increase the total approved industrial floor area, development capacity, or development intensity beyond that previously analyzed. In addition, the Proposed Project would continue to rely upon the same roadway network, utility systems, drainage facilities, flood control infrastructure, remediation systems, landfill gas collection and treatment systems, groundwater extraction and treatment systems, and other supporting infrastructure evaluated in the 2022 SEIR.

Based on the analysis contained in this Environmental Checklist, none of the conditions identified in CEQA Guidelines Section 15162 requiring preparation of a subsequent or supplemental EIR have occurred. Specifically:
• No substantial changes are proposed in the Project that would require major revisions to the 2022 SEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects;
• No substantial changes have occurred with respect to the circumstances under which the Proposed Project would be undertaken that would require major revisions to the 2022 SEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and
• No new information of substantial importance has been identified that shows:
– The Proposed Project would result in one or more significant effects not discussed in the 2022 SEIR;
– Significant effects previously examined would be substantially more severe than shown in the 2022 SEIR;
VI. Section 15168 Consistency Determination

District at South Bay Specific Plan Cells 3, 4, and 5 Amendments 95 ESA / D202401056 CEQA Guidelines Section 15168 Evaluation July 2026

01223.0022 2168567.1
– Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the Project, but the project proponents decline to adopt such measures; or
– Mitigation measures or alternatives considerably different from those analyzed in the 2022 SEIR would substantially reduce one or more significant effects, but the project proponents decline to adopt such measures.

As demonstrated throughout this Environmental Checklist, the environmental effects of the Proposed Project would either remain within the range of impacts previously evaluated in the 2022 SEIR or would be reduced relative to those previously analyzed. Where the 2022 SEIR identified impacts that were reduced to less-than-significant levels through mitigation, the applicable mitigation measures remain available and adequate to address the same impact mechanisms associated with the Proposed Project.

Where impacts were determined to be less than significant without mitigation, the Proposed Project would remain within the assumptions and impact framework evaluated in the 2022 SEIR. No new mitigation measures have been identified as necessary to avoid or substantially lessen environmental impacts associated with the Proposed Project beyond those previously adopted.

Accordingly, the City finds that the Proposed Project is within the scope of the development program evaluated in the certified 2022 SEIR and satisfies the requirements of CEQA Guidelines Section 15168(c)(2). The analyses conducted and conclusions reached in the 2022 SEIR remain applicable and valid. The Proposed Project remains subject to all applicable mitigation measures, project design features, and conditions of approval adopted as part of the 2022 SEIR and identified in this Environmental Checklist. Therefore, no subsequent EIR or supplemental EIR is required pursuant to CEQA Guidelines Section 15162, and no additional environmental review is required beyond this evaluation prepared pursuant to CEQA Guidelines Section 15168(c).

THE DISTRICT AT

SOUTH BAY SPECIFIC
PLAN (SP-10)

retail entertainment restaurant residential light industrial

ADOPTED FEBRUARY 8, 2006

AMENDMENT No. 1: APRIL 5, 2011
AMENDMENT No. 2: APRIL 3, 2018
AMENDMENT No. 3: MAY 23, 2022
AMENDMENT No. 4: ______, 2026

CITY OF CARSON
FINAL
AUGUST2026

The District at
South Bay Specific Plan

FORMERLY KNOWN AS THE CARSON MARKETPLACE SPECIFIC PLAN
(ADOPTED IN 2006), RENAMED AS

THE BOULEVARDS AT SOUTH BAY SPECIFIC PLAN
(PER A 2011 AMENDMENT), AND LATER RENAMED AS

THE DISTRICT AT SOUTH BAY SPECIFIC PLAN
(PER AN AMENDMENT ADOPTED IN 2018)
August 2026
Adopted by the Carson City Council Ordinance No. 26-_______ Prepared for:

City of Carson
2011 Amendment Prepared by:

The Planning Center
2018 Amendment Prepared by:

RE | Solutions, LLC
2022 Amendment Prepared by:

ESA | Environmental Science Associates
2026 Amendment Prepared by:

Rand Paster Nelson LLP and The City of Carson

The District at South Bay Specific Plan
August 2026 iii 1

CONTENTS
The District at South Bay Specific Plan (SP-10)
Page
Chapter 1 Introduction ....................................................................................................................... 1-1

1.1 Purpose and Background ......................................................................................... 1-1

1.2 Specific Plan Amendment Overview ........................................................................ 1-3

1.2.1 2026 Specific Plan Amendment Land Use Changes ................................ 1-3

1.3 Authority to Prepare Specific Plan............................................................................ 1-4

1.4 Environmental Clearance ......................................................................................... 1-6 Chapter 2 Context and Conditions ................................................................................................... 2-1

2.1 Specific Plan Area Location and Surrounding Uses ................................................ 2-1

2.2 Existing Specific Plan Area Conditions .................................................................... 2-1

2.3 Existing Land Use Designations............................................................................... 2-4

2.3.1 General Plan .............................................................................................. 2-4

2.3.2 Zoning ........................................................................................................ 2-5

2.4 Consistency with the General Plan .......................................................................... 2-5 Chapter 3 Conceptual Land Use Plan .............................................................................................. 3-1

3.1 Introduction ............................................................................................................... 3-1

3.2 Specific Plan Amendment Objectives ...................................................................... 3-3

3.3 Planning Areas and Development District 3 ............................................................ 3-3

3.3.1 Planning Area 1 ......................................................................................... 3-4

3.3.2 Planning Area 2 ......................................................................................... 3-4

3.3.3 Planning Area 3 ......................................................................................... 3-5

3.3.4 Development District 3 .............................................................................. 3-7

3.4 Specific Plan Land Use Categories .......................................................................... 3-7

3.4.1 Commercial Marketplace (CM) .................................................................. 3-7

3.4.2 Mixed-Use Marketplace (MU-M) ............................................................. 3-10

3.4.3 Light Industrial (LI) ................................................................................... 3-10

3.5 Transfers of Residential Units ................................................................................ 3-10 Chapter 4 Land Use Illustrative ........................................................................................................ 4-1 Chapter 5 Plan Elements ................................................................................................................... 5-1

5.1 Circulation Concept .................................................................................................. 5-1

5.1.1 Regional Access ........................................................................................ 5-1

5.1.2 Internal Circulation ..................................................................................... 5-2

5.1.3 Parking ..................................................................................................... 5-12

5.1.4 Pedestrian and Bicycle Circulation .......................................................... 5-12

5.1.5 Public Transportation ............................................................................... 5-13

5.2 Open Space/Recreation ......................................................................................... 5-15

5.3 Public Services and Infrastructure ......................................................................... 5-15

5.3.1 Police and Fire ......................................................................................... 5-15

5.3.2 Drainage .................................................................................................. 5-16

5.3.3 Water and Sewer Systems ...................................................................... 5-19 The District at South Bay Specific Plan
August 2026 iv

CONTENTS

5.3.4 Electricity and Solid Waste ...................................................................... 5-22

5.3.5 Grading, Subsurface Remediation, and Cap........................................... 5-22 Chapter 6 Development Standards................................................................................................... 6-1

6.1 Permitted Uses ......................................................................................................... 6-1

6.2 General Development Standards ............................................................................. 6-8

6.3 Common Spaces and Pedestrian Circulation ......................................................... 6-14

6.3.1 General Requirements for Common Spaces and Pedestrian Circulation ................................................................................................ 6-14

6.3.2 Specific Requirements for Commercial Common Space and Pedestrian Circulation .............................................................................. 6-14

6.4 Landscaping ............................................................................................................ 6-15

6.4.1 General Provisions .................................................................................. 6-15

6.4.2 Specific Landscape Requirements and Standards ................................. 6-16

6.4.3 Parking Lots ............................................................................................. 6-22

6.4.4 Channel-Adjacent Slope .......................................................................... 6-23

6.5 Walls, Fences, and Barriers ................................................................................... 6-23

6.5.1 General Provisions .................................................................................. 6-25

6.6 Signage ................................................................................................................... 6-27

6.7 Lighting ................................................................................................................... 6-36

6.7.1 Light Level Requirements ........................................................................ 6-37

6.7.2 Light Control Methods .............................................................................. 6-40

6.7.3 Site Lighting Exhibits ............................................................................... 6-40

6.8 Drive-through, Service, Trash, and Utility Areas .................................................... 6-44

6.9 Access and Deliveries ............................................................................................ 6-45

6.10 Artistic Features ...................................................................................................... 6-46

6.10.1 Artistic Feature Requirements ................................................................. 6-46

6.10.2 General Provisions .................................................................................. 6-46

6.11 Noise ................................................................................................................. 6-47

6.11.1 General Provisions .................................................................................. 6-48

6.12 Energy Conservation .............................................................................................. 6-49

6.13 Residential Unit Requirements ............................................................................... 6-50

6.13.1 Private Storage Space ............................................................................. 6-50 Chapter 7 Implementation ................................................................................................................. 6-1

7.1 Review and Approval Process .................................................................................. 6-1

7.1.1 Subdivisions ............................................................................................... 6-1

7.1.2 Residential Condominiums ........................................................................ 6-1

7.1.3 Review Authority ........................................................................................ 6-1

7.1.4 Specific Plan Amendments ........................................................................ 6-2

7.1.5 Administrative Permits ............................................................................... 6-3

7.1.6 Site Plan and Design Review .................................................................... 6-4

7.1.7 Conditional Use Permits ............................................................................ 6-5

7.1.8 Uses Permitted with Specific Conditions ................................................... 6-6

7.1.9 Other Considerations ................................................................................. 6-6

7.1.10 Concurrent Entitlement Consideration with Specific Plan Amendment ................................................................................................ 6-7

7.2 Infrastructure and Remediation Financing ............................................................... 6-7

7.3 Phasing ..................................................................................................................... 6-7

The District at South Bay Specific Plan
August 2026 v

CONTENTS

Appendices
Appendix A The District at South Bay Plant Palette
Appendix B The District at South Bay Lighting Palette
Appendix C Carson Municipal Code Section 9173.4
Appendix D District at South Bay Planning Area 3 Parking Demand Study

Figures
Figure 2.1 Specific Plan Area Vicinity ............................................................................................... 2-3 Figure 2.2 Specific Plan Area Aerial ................................................................................................. 2-4 Figure 3.1 Planning Areas and DD3 ................................................................................................. 3-2 Figure 3.2 Planning Area PA 3 ............................................................. Error! Bookmark not defined.

Figure 3.3 Specific Plan Land Use Categories .................................... Error! Bookmark not defined.

Figure 4.1 Conceptual Site Plan Illustrative ......................................... Error! Bookmark not defined.

Figure 4.2 Enhanced Parkway .......................................................................................................... 4-4 Figure 5.1 Vehicular Circulation Concept.......................................................................................... 5-4 Figure 5.2 Concept Circulation Sections ........................................................................................... 5-5 Figure 5.3 Section A – Del Amo Entrance ........................................................................................ 5-6 Figure 5.4 Section B – Del Amo Boulevard ...................................................................................... 5-6 Figure 5.5 Section C1 – Lenardo Drive without Multipurpose Trail .................................................. 5-7 Figure 5.6 Section C2 – Lenardo Drive with Multipurpose Trail ....................................................... 5-7 Figure 5.7 Section D1 – Private Drive without Parking ..................................................................... 5-8 Figure 5.8 Section D2 – Private Drive with Parking .......................................................................... 5-8 Figure 5.9 Section E1 – Lenardo Drive Entrance ............................................................................. 5-9 Figure 5.10 Section E2 – Avalon Boulevard Entrance ........................................................................ 5-9 Figure 5.11 Section F – Freeway Edge (I-405 Freeway/Specific Plan Area Interface) .................... 5-10 Figure 5.12 Section G1 – Channel-Adjacent Slope (Adjacent Residential/Specific Plan Area Interface – Condition 1) .................................................................................................. 5-10 Figure 5.13 Section G2 – Channel-Adjacent Slope (Adjacent Residential/Specific Plan Area Interface – Condition 2) .................................................................................................. 5-11 Figure 5.14 Section H – Main Street Entrance ................................................................................. 5-11 Figure 5.15 Multi-Modal Circulation Concept ......................................... Error! Bookmark not defined.

Figure 5.16 Storm Drainage Concept .................................................... Error! Bookmark not defined.

Figure 5.17 Domestic and Reclaimed Water Concept ........................... Error! Bookmark not defined.

Figure 5.18 Sanitary Sewer Concept ..................................................... Error! Bookmark not defined.

Figure 6.1 Permitted Residential Areas ............................................... Error! Bookmark not defined.

Figure 6.2 Concept Landscape Themes .............................................. Error! Bookmark not defined.

Figure 6.3 Vehicular Entries Landscape Concept Theme: Main Street at Lenardo Drive (Enhanced Parkway) ...................................................................................................... 6-18 Figure 6.4 Vehicular Entries Landscape Concept Theme: Lenardo Drive at Avalon Boulevard ....................................................................................................................... 6-19 Figure 6.5 Intentionally Omitted
Figure 6.6 Conceptual Landscape for Freeway Edge .................................................................... 6-20 Figure 6.7 Internal Streetscape Landscape Theme Concept: Lenardo Drive South of PA1 and PA2.......................................................................................................................... 6-21 Figure 6.8 Internal Streetscape Landscape Theme Concept: Lenardo Drive along PA3 .............. 6-22 Figure 6.9 Conceptual Landscape for Channel-Adjacent Slope ..................................................... 6-23 Figure 6.10 Conceptual Wall Locations ............................................................................................ 6-26 Figure 6.11 Conceptual Sign Locations: Option A ................................. Error! Bookmark not defined.

Figure 6.12 Conceptual Sign Locations: Option B ................................. Error! Bookmark not defined.

Figure 6.13 Conceptual Sign Locations: Option C ................................. Error! Bookmark not defined.

Figure 6.14 Conceptual Site Lighting Exhibit Key Map .......................... Error! Bookmark not defined.

The District at South Bay Specific Plan
August 2026 vi

CONTENTS

Figure 6.15 Section A – Del Amo Entrance along Stamps Drive Lighting ........................................ 6-42 Figure 6.16 Section B – Del Amo Boulevard Lighting ....................................................................... 6-42 Figure 6.17 Section C – Typical Lenardo Drive Lighting ................................................................... 6-43 Figure 6.18 Section D – Private Drive Lighting ................................................................................. 6-43 Figure 6.19 Section E – Freeway Edge (I-405/Specific Plan Area Interface) Lighting ..................... 6-44 Figure 6.20 Section F – Light Industrial Buildings A and E Loading Dock Lighting .......................... 6-44 Figure B.1 Lighting Section Key........................................................ B-Error! Bookmark not defined.

Tables
Table 1.1 Land Use Comparison ..................................................................................................... 1-5 Table 4.1 Land Use Summary: Planning Areas 1, 2, 3, and Development District 3 ...................... 4-2 Table 6.1 Permitted Uses ................................................................................................................. 6-3 Table 6.2 General Development Standards ..................................................................................... 6-8 Table 6.3 Building Height Development Standards ....................................................................... 6-13 Table 6.4 Sign Standards ............................................................................................................... 6-29 Table 6.5 Light Intensity Standards ................................................................................................ 6-38 Table 7.1 Decision and Appeal Authority of Each Review Authority ............................................... 6-2 Table A.1 Plant Palette .................................................................................................................... A-1

The District at South Bay Specific Plan
August 2026 1-1 1
CHAPTER 1
Introduction

1.1 Purpose and
Background
In 2006, the City of Carson (City) adopted the Carson
Marketplace Specific Plan (by Ordinance No. 06-1341)
to govern the development of a 168-acre property in the City of Carson (the Specific Plan Area); the City
amended it in 2011, 2018, and 2022. The 2011 Specific
Plan amendment (by Ordinance No. 11-1469) renamed
it as the “Boulevards at South Bay Specific Plan”1; the 2018 amendment (by Resolution No. 18-2621) renamed
it as “The District at South Bay.”
The 2011 Specific Plan Amendment divided the
Specific Plan Area into three distinct Development
Districts: (DD) DD1, DD2, and DD3. DD1 and DD2 are
located on the 157-Acre Site (which consists of the
former Cal Compact Landfill), which is located south of Del Amo Boulevard. DD1 and DD2 were further
divided into three separate Planning Areas (PAs) under
the 2018 Specific Plan Amendment, each referred to as
a Planning Area (also as PA1, PA2, and PA3), as
depicted in Figure 3.1, Planning Areas and DD3.
2 The purpose of the 2018 Specific Plan Amendment was
to update the development standards and guidelines and
to establish new regulations for the future development of the 157-acre portion of the Specific Plan Area located south of Del Amo Boulevard, which was formerly

1 Although the Specific Plan applies to the entire 168 acres of the Specific Plan Area, the 11-acre area located north of Del Amo Boulevard, formerly known as DD3, has been developed with a 300-unit apartment complex known as Evolve South Bay.

Nothing in this Specific Plan Amendment restricts the previously approved entitlements for development of the 300 units of multifamily housing on the 11-acre site.
2 Unless otherwise indicated, references to chapters, sections, tables, and figures are to chapters, sections, tables, and figures contained in this Specific Plan.

Project Background: A Brief History of Carson
Although the City of Carson has a long and colorful history that dates back to the founding of California, it is a very young community in terms of its age as an independent
city. Carson was incorporated as a city in 1968, as
compared to Carson’s neighbor to the east, Long Beach,
which incorporated almost a century earlier in 1888, or to its neighbor to the west, Torrance, which became a city in
1921. In those intervening years, the area that is now
Carson remained an unincorporated portion of Los Angeles County, and as a result, the young City of Carson is still struggling to overcome the challenges that came with the delay to its incorporation.

The acronym “NIMBY” means “not in my back yard.” While a society needs facilities such as garbage dumps, automotive dismantling centers, and waste treatment plants, when it comes time to build them, no one wants them located near where they live. So, when such certain undesired but
essential facilities were needed in the South Bay of Los Angeles, incorporated cities of Los Angeles County such as Torrance and Redondo Beach had the ability to resist (and effectively prohibit, through their political representatives) the locations of such unwanted uses and projects within their city borders. Since Carson was an unincorporated
area for so long, with little political representation, it ended up as the dumping ground (both literally and figuratively) for neighboring jurisdictions between 1959 and 1965. By the time Carson was finally incorporated as a city in 1968, its landscape was pockmarked with dozens of refuse dumps,
landfills, and automotive dismantling plants that none of its neighbor cities would have in their own cities
Sprawl has forced cities to look long and hard at reclaiming the underutilized urban landscape. Everyone from the
United States Environmental Protection Agency to the
California Center for Land Recycling now understands that our society, to become more sustainable, needs to facilitate and support urban infill types of development where
existing infrastructure, a strong employment base, and
community support services are already in place. The
District at South Bay Specific Plan represents an important opportunity to reclaim a former 157-acre landfill and replace it with a new, vibrant development that will provide for residential, commercial, recreational, retail, and jobs- producing uses.

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operated as a landfill and currently lies vacant (such area is sometimes referred to herein as the 157-Acre Site).3
The 2022 Specific Plan Amendment (approved by the City Council per Ordinance No. 22-2207) primarily addressed Planning Area PA3, which constitutes an approximate 96-acre portion of the Specific Plan Area. The 2022 Specific Plan Amendment replaced the general commercial and hotel uses (that were previously approved for PA3 under the 2018 Specific Plan Amendment) with light industrial uses (including ancillary office uses and an “Enhanced Parkway” (as further described below)) and with a privately maintained, publicly accessible open space and community commercial use and amenity area referred to herein as the “Carson Country Mart.” The land uses and development standards allowed for PA1 and PA2 under the 2018 Specific Plan Amendment were not modified by the 2022 Specific Plan Amendment.

DD3 comprises approximately 11 acres of land north of Del Amo Boulevard, which is not within the boundaries of the former Cal Compact landfill site. In July 2017, a 300-unit residential development was approved for DD3 and, thereafter, was developed by a separate owner as an apartment complex known as Evolve South Bay. The 2022 Specific Plan Amendment continued to apply to DD3, but all entitlements previously issued for such project were not modified by the 2022 Specific Plan Amendment.

The 2022 Specific Plan Amendment replaced the uses previously allowed within PA3 (which, pursuant to the 2018 Specific Plan Amendment, provided for a regional retail center, commercial recreation/entertainment, and hotel uses) with the following two separate classes of uses: (i) light industrial uses contained in six main buildings (including ancillary office uses), which allowed for e-commerce/fulfillment center facilities and distribution center/parcel hubs or similar light industrial uses, and the Enhanced Parkway, which consisted of an approximately 20- to 40-foot-wide linear park including shade trees and native plantings, a meandering pedestrian pathway, and a sidewalk, and (ii) the Carson Country Mart, which consisted of commercial and community amenity uses, including the following: restaurants, food/beverage kiosks, retail, café, vehicular use/parking areas, a performance pavilion area, park amenities, active and passive open spaces, and pedestrian circulation/support areas.

Thus, under the 2022 Specific Plan Amendment, PA3 was divided into two corresponding sub-planning areas:

PA3(a) and PA3(b) (as depicted in Figure 3.2, Planning Areas 3(a) and 3(b), of the 2022 Specific Plan Amendment). PA3(a) contained the light industrial uses (with ancillary office uses and the Enhanced Parkway), while PA3(b) contained the Carson Country Mart.

This 2026 Specific Plan Amendment (2026 Amendment or Specific Plan) does not change the residential and regional commercial uses located within PA1 and PA2 that were previously approved under the 2018 Specific Plan Amendment. Additionally, it preserves the light industrial uses (including ancillary office uses)

3 In 2006, and in accordance with CEQA, the City of Carson Redevelopment Agency, as lead agency, certified a project-level FEIR for the Carson Marketplace Project (SCH No. 2005051059) in connection with development of the Specific Plan Area. The 300-unit development on DD3 was analyzed for CEQA purposes under the 2006 FEIR. In 2009, an Addendum to the 2006 FEIR was adopted. In 2011, the City, relying upon the 2006 FEIR, amended the Carson Marketplace Specific Plan and, as part of that amendment, renamed the 2006 Specific Plan to The Boulevards at South Bay Specific Plan. In 2018, The Boulevards at South Bay Specific Plan was amended and renamed The District at South Bay Specific Plan. The 2018 SEIR was prepared to supplement the previously approved 2006 FEIR. In April 2018, the City approved the 2018 SEIR to implement the 2018 Specific Plan Amendment and adopted The District at South Bay Specific Plan. The 2022 Supplemental Environmental Impact Report (2022 SEIR) was adopted in connection with the 2022 Specific Plan Amendment and provided an environmental analysis of the proposed development project on PA3, a 96-acre portion of the 157-Acre Site (the 2021 Project), as well as the development previously allowed under the 2018 Specific Plan Amendment for PA1 and PA2.

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located within PA 3 that were previously approved under the 2022 Specific Plan Amendment. This 2026 Amendment reduces the number of buildings associated with the light industrial uses in PA 3 from six to five and removes the Carson Country Mart and its commercial and community amenity uses previously approved in the 2022 Specific Plan Amendment.

Thus, under this 2026 Amendment, PA3 is no longer divided into two corresponding sub-planning areas (i.e., PA3(a) and PA3(b)) and is limited to only light industrial uses with ancillary office uses and the Enhanced Parkway within PA3. The 2026 Amendment preserves the development standards that will regulate the amount and types of development, the size and conceptual arrangement of buildings, on-site circulation, and open space, as well as the general appearance of the development occurring within the 157-Acre Site.

This 2026 Amendment shall be adopted by an ordinance of the City Council and will continue to implement the existing SP-10 zoning for the Specific Plan Area. Going beyond the guidance typically found in a zoning ordinance, however, the Specific Plan provides project applicants/developer of any Planning Area (each, an Applicant), City staff, the public, and decision makers with information on the Specific Plan Area background, overall intent, design standards, and guidelines to facilitate review and implementation.

1.2 Specific Plan Amendment Overview
The District at South Bay Specific Plan represents a unique possibility to remediate a large former landfill site through uses that have the economic viability to develop a project upon the former Cal Compact landfill. This former landfill site has been a blight on the neighboring community for over 50 years, and as such, the development allowed under this 2026 Amendment has the opportunity to become an example of what redevelopment and environmental technology can achieve (given the high costs and constraints of development of a former landfill) by revitalizing the site. The mix of uses proposed within this 2026 Amendment would enable a vibrant mixed-use community comprising residential, commercial, light industrial, and open space uses that would allow for a new, enlivened site with live, work, and retail uses, which would also provide for new tax-generating uses to serve the City and the community as a whole.

This 2026 Amendment provides development standards and guidelines that allow for a potential mix of land uses, including a maximum of 1,550 residential units (including the 300 units constructed in DD3 in 2019); approximately 711,500 square feet (sf) of commercial uses in PA2; and approximately 1,567,090 sf of light industrial with ancillary office uses in PA3.

1.2.1 2026 Specific Plan Amendment Land Use Changes
This 2026 Amendment preserves the previously approved uses under the 2022 Specific Plan Amendment within PA3 with light industrial uses (with associated office space and the Enhanced Parkway). The previously approved 33,800 sf of commercial uses have been replaced by landscaped parking areas to service the light industrial buildings. The land uses allowed within PA3 are discussed as follows.

Light Industrial and Ancillary Office Spaces
This 2026 Amendment preserves light industrial development within PA3 of the Specific Plan Area (and establishes development standards and guidelines for same). Approximately 1,567,090 sf of light industrial and ancillary office uses are permitted in PA3 and are envisioned to be contained in five main buildings The District at South Bay Specific Plan
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CHAPTER 1. INTRODUCTION

(Buildings A–E) (as illustrated in Figure 4.1, Conceptual Site Plan Illustrative, of this 2026 Amendment).

Buildings A, B, and C are anticipated to be used as e-commerce fulfillment centers or similar, including ancillary office space; Building D and E could be used for more-traditional distribution centers and parcel hubs or similar, including ancillary office space.

Public access to the light industrial buildings with their ancillary office spaces would be provided along Lenardo Drive and would provide connections to Main Street and Avalon Boulevard; in addition, an access road with easements for operation and maintenance of the Torrance Lateral Flood Control Channel (Torrance Lateral) would be provided around the southern/western boundary nearest Building E and the Utility Lot , adjacent to the Torrance Lateral.

Chapter 4, Land Use Illustrative, presents a conceptual illustrative land use plan (as illustrated in Figure 4.1, Conceptual Site Plan Illustrative) that demonstrates a potential project configuration (including Table 4.1, Land Use Summary: Planning Areas 1, 2, 3, and 3, and Development District 3, which provides a detailed land use summary). Table 1.1, Land Use Comparison, compares the 2022 Specific Plan Amendment with this 2026 Amendment.

PA3 will also include landscaping and preserve the approximately 0.62-acre area consisting of an Enhanced Parkway. The proposed Enhanced Parkway would include an approximately 20- to 40-foot-wide linear park including shade trees and native plantings, a meandering pedestrian pathway, and a sidewalk along Lenardo Drive from Main Street to the western entrance to Building A in PA3. This Enhanced Parkway would be expected to be utilized by the future residents of PA1 and the workers/employees for the light industrial uses of PA3. A transit center could potentially be provided on the Enhanced Parkway which would offer convenient connections to employees and visitors to the Specific Plan Area (refer to Figure 5.1, Vehicular Circulation Concept).

1.3 Authority to Prepare Specific Plan
This Specific Plan is established through the authority granted by California Government Code Title 7, Division 1, Chapter 3, Article 8, Sections 65450 through 65457. Both Planning Commission and City Council hearings are required for the formal approval of this 2026 Amendment. This Specific Plan and all amendments must be adopted by an ordinance of the Carson City Council. This 2026 Amendment (Amendment No. 4) shall be effective upon the effective date of an ordinance adopted by the City Council approving this 2026 Amendment.

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TABLE 1.1

LAND USE COMPARISON
Land Use
The District at South Bay
2022 Specific Plan Amendment
The District at South Bay
2026 Specific Plan Amendment
Commerciala 745,300 sf 711,500 sfb
Residential 1,550 unitsc 1,550 units

Light Industrial and Ancillary Officed 1,567,090 sf 1,567,090 sf Community Amenities/Passive and Active Open Spacef 6.29 acres NA Enhanced Parkwayg 0.62 acres 0.62 acres
Otherh 4.06 acres 4.06 acres
NOTES:
a This 2026 Amendment reduces the amount of commercial development approved under the previous 2022 Specific Plan Amendment from 745,300 sf to approximately 711,500 sf.
b Preserves 711,500 sf of commercial uses in PA2. Unless otherwise specified in this 2026 Amendment, square footage for building area shall be calculated using gross building area (GBA); all square footages are approximate. c 300 units were specified for DD3 and have been developed. DD3 was developed as the Evolve South Bay project as allowed by the 2011 Carson Marketplace Specific Plan Amendment under an administrative approval. d This 2026 Amendment preserves development standards and guidelines for light industrial development, consistent wit h the 2018 and 2022 Specific Plan Amendments.
e The approximately 273,906 sf (6.29 acres) of Community Amenities/Passive and Active Open Spaces and its shared parking facilities are being replaced with parking areas to more appropriately service the light industrial Building E. f The proposed Enhanced Parkway includes an approximately 20- to 40-foot-wide linear park including shade trees and native plantings, a meandering pedestrian pathway, and a sidewalk along Lenardo Drive from Main Street to the western entrance to Building A in PA3. g Includes square footage of vehicular use/parking areas and pedestrian circulation and additional support areas (such as restrooms and trash/recycling facilities).

This Specific Plan defines the zoning, allowed uses, development standards and regulations for the Specific Plan Area. Any development within the Specific Plan Area shall be required to comply with the requirements and regulations under the General Plan pursuant to Carson Municipal Code (CMC) Section 9111.3, as well as the requirements set forth in any future City ordinance related to hazardous substances once in effect and any other hazardous substances ordinance or regulations adopted by the City, subject to any vested rights in any applicable development agreement. Any project development within PA1, PA2, and PA3 will be required to comply with the requirements set forth under the approved Remedial Action Plan (RAP), dated October 1995, approved by the Department of Toxic Substances Control (DTSC) and the other DTSC regulatory documents applicable to the 157-Acre Site (and all amendments/modifications thereto), as a condition to any future vertical development, including, without limitation the document entitled Revised Management Approach to Phased Occupancy (the Revised MAPO), approved by DTSC on July 24, 2026, and which supersedes and replaces the MAPO approved by DTSC in April 2018, as well as the Compliance Framework Agreement, dated as of September 28, 2006, as amended by the First Amendment to Compliance Framework Agreement dated as of December 31, 2007 (as so amended, the CFA). In the event the RAP, Revised MAPO, Phased Development Letter are amended or modified in the future to allow for greater flexibility with respect to the phasing of construction and/or occupancy of the 157-Acre Site, such changes shall be incorporated to the terms and conditions herein.

It is intended that local public works projects, design review plans, detailed site plans, grading permits and building permits, or any other action requiring ministerial or discretionary approvals applicable to the 157-Acre Site be carried out in accordance with the intent and specific development standards set forth in this Specific Plan and DTSC regulations/requirements.

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CHAPTER 1. INTRODUCTION

Modifications to the conceptual development plan and proposed site plans contained herein are anticipated.

Thus, the sketches and graphic representations contained in this Specific Plan are for conceptual purposes only and are to be used as general visual aids in understanding the basic intent of the guidelines/requirements contained herein. They are not meant to depict any actual lot or building design and are, therefore, subject to change. Minor changes, deviations, or modifications to this Specific Plan may be processed pursuant to Section 7.1.5, Administrative Permits, of this Specific Plan.

1.4 Environmental Clearance
The 2006 Carson Marketplace Specific Plan (and as amended in 2011) was evaluated in accordance with the California Environmental Quality Act (CEQA).4 The 2018 Specific Plan Amendment was also evaluated in accordance with the requirements of CEQA, pursuant to a Supplemental Environmental Impact Report (SEIR) prepared to analyze the impacts of the development proposed by the 2018 Specific Plan Amendment on the 157-Acre Site (consisting of former Cal Compact Landfill). The City Council reviewed and approved a new SEIR for the 2022 Specific Plan Amendment – The District at South Bay Specific Plan Amendment Final SEIR (the 2022 SEIR). Refer to the 2022 SEIR Mitigation Monitoring and Reporting Program (MMRP) for all Mitigation Measures (MMs) and Project Design Features (PDFs) required under the 2022 SEIR, which shall apply to all development within PA1, PA2, and PA3, and be reflected in the Section 15168(c)(2) CEQA Consistency Determination Memorandum for the 2026 Specific Plan Amendment.

Subsequent discretionary project approvals required by this Specific Plan, such as changes in the scope, scale, or intensity of development allowed herein or in the City’s General Plan, will require appropriate environmental review under CEQA.
5 4 Public Resources Code Section 21000 et seq.
5 The 300 residential units on DD3 that have been developed will not require further discretionary action or environmental review under CEQA unless otherwise required by law. For any subsequent discretionary approvals requiring further CEQA review, the City as lead agency will rely on the certified 2022 SEIR together with any necessary errata, addenda or subsequent or supplemental EIR to the fullest extent permitted by CEQA. Tiering and CEQA streamlining for subsequent approvals is encouraged as permitted by law, including but not limited to, relying on CEQA Guideline Sections 15162, 15164, 15168(c), and 15182(c) and California Government Code Section 65457.

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The District at South Bay Specific Plan
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CHAPTER 2
Context and Conditions

2.1 Specific Plan Area Location and
Surrounding Uses
The District at South Bay Specific Plan is proposed for a predominantly undeveloped site located at 20400 South Main Street in the City of Carson. The Specific Plan Area is located approximately 17 miles south of downtown Los Angeles and approximately 6.5 miles east of the Pacific Ocean. The overall Specific Plan Area is comprised of approximately 168 acres located southwest of the San Diego Freeway (I-405 Freeway), north of the Avalon Boulevard interchange and east of Main Street. The majority of the Specific Plan Area consists of 157 acres, which is located south of Del Amo Boulevard (i.e., Planning Areas 1, 2, and 3) while the remaining 11 acres are located north of Del Amo Boulevard (i.e., DD3), which, subsequent to the 2018 Specific Plan Amendment, has been developed with a 300-unit apartment complex known as Evolve South Bay.

Figure 2.1, Specific Plan Area Vicinity, depicts the Specific Plan Area in its regional and local context, while in Figure 2.2, Specific Plan Area Aerial, an aerial photograph of the Specific Plan Area shows the surrounding land uses and adjacent areas.

On a local scale, the Specific Plan Area is surrounded by a range of commercial and residential uses. East of the I-405 Freeway, land uses include neighborhood and regional retail, most notably the South Bay Pavilion at Carson. To the north and east of the Specific Plan Area are the Porsche Experience Center and the Victoria Golf Course, respectively. Residential areas, consisting of one-story and two-story detached residences and mobile homes, are located to the south and west of the Specific Plan Area. The residences are separated from the Specific Plan Area by the Torrance Lateral, a concrete-lined drainage channel which parallels the southern and western border of the Specific Plan Area. To the west of the Specific Plan Area, extending away from the Specific Plan Area on Torrance and Del Amo Boulevards, are commercial and light industrial uses. Land uses located further north on the west side of Main Street consist of light industrial uses, the Dignity Health Sports Park and California State University, Dominguez Hills.

2.2 Existing Specific Plan Area Conditions
The Specific Plan Area has been essentially vacant since the closing and covering of the former Cal Compact Landfill in 1965 with the exception of the construction of a 300-unit residential development in DD3 and the remediation-related improvements described in Section 5.3.5, Grading, Subsurface Remediation, and Cap. With respect to the 157-Acre Site, which remains undeveloped, such area is predominantly bare soil that becomes green with nonnative grasses following winter rains and turns brown by summer. The Specific Plan Area’s elevation is nearly at grade with Del Amo Boulevard to the north and is approximately 20 feet uphill of the I-405 Freeway, which is immediately to the east. It sits approximately 16 feet above the top of the Torrance Lateral The District at South Bay Specific Plan
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CHAPTER 2. CONTEXT AND CONDITIONS

and the neighborhoods to the south and west, while it is approximately 8 feet uphill from the Main Street grade elevation to the west.

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CHAPTER 2. CONTEXT AND CONDITIONS

SOURCE: ESA 2021
Figure 2.1 Specific Plan Area Vicinity

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CHAPTER 2. CONTEXT AND CONDITIONS

SOURCE: AO 2026
Figure 2.2 Specific Plan Area Aerial
The 157-Acre Site is relatively flat with elevations varying in a somewhat random pattern between 26 and 50 feet above the invert of the Torrance Lateral. Generally, the Specific Plan Area is elevated above existing grades at the edges (except on the north where it abuts Del Amo Boulevard) and generally slopes inward. Due to certain grading in preparation for future development, there exists large amounts of dirt and landfill cap materials have been stockpiled on site.

There is an existing street circulation pattern that was established for the former Cal Compact landfill within the 157-Acre Site (where the site soils underlying such streets consists of native/non-toxic/contaminated soils) offering access points to both Del Amo Boulevard and Main Street (which will be maintained under this 2026 Amendment), via Lenardo Drive and Stamps Drive. Such streets originally functioned as a haul road system for trash trucks traveling within the Cal Compact landfill. Access to the Evolve South Bay project (located on DD3) is gained off of Del Amo Boulevard to the north at Stamps Drive.

2.3 Existing Land Use Designations

2.3.1 General Plan
The General Plan land use designation for the Specific Plan Area is Flex District. A portion of the Specific Plan Area is also designated as a Flex District Housing Element Site.

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CHAPTER 2. CONTEXT AND CONDITIONS

2.3.2 Zoning
The area governed by this Specific Plan has been zoned Existing Specific Plan Area and a portion of the Specific Plan area is zoned with a FLX Housing Element Site Overlay.

2.4 Consistency with the General Plan
State law requires that a specific plan be consistent with and demonstrate implementation of the General Plan.

This Specific Plan Amendment is consistent with and furthers a number of goals and objectives identified in the General Plan.

Overall, this Specific Plan represents a unique opportunity to productively reuse a former landfill / brownfield site compatible with surrounding urban and residential uses. This Specific Plan offers Carson residents new opportunities for recreation, employment, and commercial activities through the plan’s proposed commercial (retail/restaurant) uses, residential development, light industrial uses, and open space uses. As such, this Specific Plan is also consistent with the General Plan’s Community Health and Environmental Justice Element, in particular CHE-G-6, which encourages the City to “explore opportunities and seek funding to remediate and redevelop brownfields as sites to spur economic development, expand natural open spaces and parks, community gardens, and other similar health-promoting community revitalization activities, particularly in underserved neighborhoods.”
The Flex District designation permits a wide range of uses including (but not limited to) offices, research and development, light-industrial, hotels, local and regional retail commercial uses, commercial entertainment uses, and gas/charging stations in mid- and high-intensity settings, as well as residential uses in appropriate locations. As such, this Specific Plan is consistent with the General Plan’s Land Use and Revitalization Element, in particular LUR-P-8, under which the City is to: “Prioritize development of office and commercial spaces … especially in the Flex District... and on vacant industrial and closed landfill sites.” Also, residential uses are permitted in the Flex District on sites included in the housing sites inventory in the City’s Housing Element, where they are permitted as part of a specific plan, master plan, or other cohesive plan that considers the long-term development potential of adjacent properties and presents a strategy for transition of industrial uses to residential uses.

The Flex District land use designation specifically allows residential uses at a density of 60 units per acre on the property located at the southeast corner of Main Street and Del Amo Boulevard, constituting approximately 15 acres within the Specific Plan Area.

With respect to residential uses, the 168-acre Specific Plan Area includes the allowance for up to 1,550 residential units (300 of which units have been already developed on DD3 as an apartment complex known as Evolve South Bay), with 1,250 residential units permitted within PA1 (and potentially on PA2, though a Land Use Covenant for PA2 is presently being amended to prohibit residential uses thereon)6 which would serve to

6 This Land Use Covenant ("Covenant") would be made by and between Carson Reclamation Authority (the "Covenantor"), the current owner of the Property, and DTSC pursuant to Civil Code section 1471. DTSC may consider the LUC reasonably necessary to protect present or future human health or safety or the environment as a result of the presence on the land of hazardous materials as defined in Health and Safety Code section 25260
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CHAPTER 2. CONTEXT AND CONDITIONS

bring needed housing to the City of Carson and assist the City with fulfilling its Regional Housing Needs Assessment (RHNA) requirements.

Consistent with the Flex District General Plan designation for the Specific Plan Area, this Specific Plan provides a maximum residential dwelling unit density of 60 du/ac in PA1 and PA2, or portions thereof, where residential is allowed, and in DD3. Densities above 60 du/ac and up to 80 du/ac are authorized by this Specific Plan only in PA1 and only upon a General Plan Amendment. Portions of PA2 can accommodate certain residential uses up to 60 du/ac in the northern portion of PA2 with issuance of an administrative permit and CEQA review as applicable. Residential uses are not permitted in PA3. (It should be noted that on the date this 2026 Specific Plan is approved, the LUC for PA2 may have been amended to prohibit residential uses.)
The intention is for a Ministerial Process with respect to Administrative Permit Issuance; however, a Director determination is required and if the applicable Administrative Permit requires discretionary action or further CEQA review, such actions will take place in accordance with the process outlined in Section 7.1.5, Administrative Permits, of this Specific Plan.

The unique mix of uses proposed by this Specific Plan would create a lively mixed-use setting that would serve as a signature project for the City of Carson and create an active environment to live and work.

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CHAPTER 2. CONTEXT AND CONDITIONS

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The District at South Bay Specific Plan
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CHAPTER 3
Conceptual Land Use Plan

3.1 Introduction
This Specific Plan provides for a variety of land uses within the Specific Plan Area. The mix of land uses allowed herein includes approximately 711,500 sf of regional commercial and restaurant uses (within PA2); up to 1,550 residential units (300 units have already been constructed within DD3, and up to 1,250 units are allowed within PA1 and portions of PA2), approximately 1,567,090 sf of light industrial uses and ancillary office uses (within PA3); and 0.62 acres consisting of the Enhanced Parkway (within PA3).

The Conceptual Land Use Plan contained herein (and illustrated conceptually in Figure 4.1, Conceptual Site Plan Illustrative) is designed to accommodate these uses within three Planning Areas (PA1, PA2, and PA3) and Development District 3 (DD3) (refer to Figure 3.1, Planning Areas and DD3). As noted previously, DD3 has been fully developed and built out with a 300-unit apartment complex known as Evolve South Bay.

The PA1 and PA2 Planning Areas within the 157-Acre Site remain subject to the Mixed-Use Marketplace (MU-M) and Commercial Marketplace (CM) land use designations in this Specific Plan, respectively. This 2026 Amendment combines the prior PA3(a) and PA3(b) Planning Areas into a single PA3 Planning Area, which is governed in its entirety by the Light Industrial (LI) land use designation. The MU-M, CM, and LI land use categories are specifically tailored herein to allow for a variety of land uses with customized development standards.

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CHAPTER 3. CONCEPTUAL LAND USE PLAN

SOURCES: RGA, AO, ESA, MBI 2026
Figure 3.1 Planning Areas and DD3

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CHAPTER 3. CONCEPTUAL LAND USE PLAN

3.2 Specific Plan Amendment Objectives
The following is a list of objectives that apply to the development authorized by this Specific Plan Amendment.

1. Provide a diversity of both short-term and long-term employment opportunities for local residents by approving a development that will generate substantial construction work opportunities and long-term light industrial and commercial jobs.

2. Improve the housing stock by approving a development that includes a substantial residential component.

3. Provide a development that contributes to the creation of a vibrant urban core for the City of Carson and takes advantage of the Specific Plan Area’s proximity to the San Diego Freeway (I-405 Freeway).

4. Develop the Specific Plan Area in a manner that enhances the attractiveness of the City of Carson’s freeway corridor and the major arterials that adjoin the development.

5. Provide a development that includes a variety of residential, commercial, and retail uses with the potential to generate increased sales and property tax revenue.

6. Develop the Specific Plan Area with a balanced mix of land uses that stimulate economic activity, commerce, and new development opportunities in and around the Specific Plan Area.

7. Promote an economically viable development in the Specific Plan Area that will enable a future developer to pay for the substantial costs associated with environmental remediation and development of a former landfill, as well as construction and maintenance of required infrastructure improvements.

8. Improve the environmental health of the City by remediating and redeveloping a closed landfill.

9. Provide a development that is consistent with a live/work environment through uses that provide for residential occupancy, substantial job opportunities, and attractive retail amenities.

3.3 Planning Areas and Development
District 3
As shown on Figure 3.1, the Specific Plan Area is divided into three “Planning Areas,” PA1, PA2, and PA3, and a separate Development District, DD3 (DD3 has been previously developed as the Evolve South Bay Project). Allowed uses and development standards for each Planning Area and DD3 are dictated by their assigned land use designation (as described and defined herein).

The 157-Acre Site that constitute PA1, PA2, and PA3 are undeveloped but were used as a landfill site between 1959 and 1965 (known as the Cal Compact Landfill), prior to the incorporation of the City of Carson, for the deposition of waste/refuse from areas throughout Los Angeles County. Therefore, the 157- Acre Site has been subject to certain regulatory requirements, including, without limitation, those imposed by DTSC, which have required the performance of remedial activities on the site.

DD3 constitutes 11 acres located north of Del Amo Boulevard and was recently developed as a 300-unit apartment complex project known as Evolve South Bay and will continue to be designated as DD3 in this Specific Plan.

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CHAPTER 3. CONCEPTUAL LAND USE PLAN

The exact location of uses within each Planning Area will be determined during the development review process to allow for flexibility.7 The graphics contained herein illustrating the proposed location of buildings are for conceptual purposes only, to illustrate a likely development plan that can occur within the controls established by the development standards contained herein. It is anticipated that each development of a project within a Planning Area will require a specific site plan approved by the City that is consistent with the requirements herein. The following is a brief description of the conceptual uses proposed within the three Planning Areas and DD3.

3.3.1 Planning Area 1
PA1 comprises approximately 15 acres located north of Lenardo Drive and abuts the eastern edge of Main Street and the southern edge of Del Amo Boulevard (Figure 3.1). PA1 is designated for Mixed-Use Marketplace (MU-M) uses, which allows for residential uses or, with the approval of an administrative permit and CEQA review as applicable, commercial uses. Such commercial uses may be primary, not ancillary, to any residential uses. However, the MU-M designation is intended to enable integration of both residential and commercial uses (vertically and/or horizontally). For example, commercial uses such as a gym/health club could be located on the ground floor of PA1 with multifamily apartments on the floors above.

Residential uses are not permitted on the ground floor of any project development within PA1 but may be located above a non-residential use or parking garage located on the ground floor. The MU-M designation does not, however, require a mix of uses and PA1 could be dedicated entirely to residential or commercial uses as allowed by the MU-M designation. Residential density is authorized up to 60 dwelling units per acre (du/ac) by right, and up to a maximum of 80 du/ac with a General Plan Amendment, which would allow for a maximum of 1,250 residential units in PA1.

3.3.2 Planning Area 2
PA2 is comprised of approximately 46 acres with its primary frontage running along the I-405 Freeway (Figure 3.1). This area is adjacent to PA1 to the northwest, the I-405 Freeway to the east, and PA3 to the southwest. PA2 is designated for Commercial Marketplace (CM) uses and may contain any combination of commercial uses, including without limitation, regional commercial (which may include outlets), neighborhood commercial, restaurant, and entertainment and hospitality uses. In addition, portions of PA2 can accommodate certain residential uses up to 60 du/ac in the northern portion of the Planning Area with issuance of an administrative permit and CEQA review as applicable.8 To date, some of the required environmental remedial phase work has been completed for PA2 with approximately 6-18 months remaining to complete the required remediation activities once they re-commence.9

7 The Community Development Director is authorized by administrative permit to approve a minor change, deviation, or modification to the Specific Plan to allow the following: Expansion or reduction of the net acreage covered by a given Planning Area within the Specific Plan Area by a maximum of 10 percent (and accompanying expansion or reduction of the net acreage covered by a given Land Use Category).
8 Residential uses are only permitted for the northernmost portion of PA2, as shown in Figure 6a, Permitted Residential Areas. 9 Refer to The District at South Bay Specific Plan 2021 Project Draft SEIR Project Description, Section II.F, Remediation Activities, for a description of these improvements.

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Within PA2 exists an “embankment lot”, which is comprised of a 5-acre strip of land, along the I-405 Freeway between the freeway and the commercial uses on PA2 (as shown on Figure 3.1). The embankment lot provides a location for future freeway signage which would accommodate both on-site and off-site advertising.

3.3.3 Planning Area 3
PA3 constitutes approximately 96 acres and is bounded on the west and south by the Torrance Lateral, and to the north and east by Lenardo Drive (Figure 3.1). It comprises landfill Cells 3, 4, and 5 of the former Cal Compact Landfill.10 Aside from the already-installed remedial improvements on Cells 3 and 5, no remediation activities have occurred in Cells 3, 4, and 5.

As part of the 2022 Amendment, PA3 was divided into PA3(a) and PA3(b), with PA3(a) including light industrial with supportive office uses and PA3(b) was envisioned to contain the Carson Country Mart. However, this 2026 Amendment is removing the Carson Country Mart and recombining the PA3(a) and PA3(b) Planning Areas to create a single PA3 Planning Area governed in its entirety by the Light Industrial (LI) land use designation.

Uses allowed within PA3 include approximately 1,567,090 sf of light industrial (LI) uses (along with ancillary office uses which would comprise up to approximately 75,000 sf) and would be contained in five buildings (Buildings A through E). Buildings A, B, and C, totaling 877,751 sf, are envisioned for e- commerce/fulfillment center facilities; Buildings D and E, totaling 689,339 sf, would be designated for distribution center/parcel hub uses.
11 An approximately 1-acre utility lot is also included in PA3 (as shown on Figure 5.16, Storm Drainage Concept). PA3 is also envisioned to include the Enhanced Parkway (described above). Figure 4.3, Proposed Enhanced Parkway, provides a concept illustrative of the Enhanced Parkway.

10 A landfill cell is defined as a single, waste-holding unit within the larger landfill property. 11 There is flexibility with respect to building use, between fulfillment and distribution, provided a determination is made that the use is within the scope of the approved 2022 SEIR.

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 3.2 Planning Area PA 3

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CHAPTER 3. CONCEPTUAL LAND USE PLAN

As noted previously, the exact location of uses within each Planning Area will be determined during the development review process to allow for flexibility. The graphics showing the proposed location of buildings contained within the 157-Acre Site (as shown on Figure 4.1, Conceptual Site Plan Illustrative) are for conceptual purposes only, in order to illustrate a likely development plan that can occur within the controls established by the development standards contained herein.

3.3.4 Development District 3
DD3 constitutes approximately 11 acres and is designated for Mixed-Use Marketplace (MU-M) uses. DD3 was not formerly used as a landfill site and thus, is unaffected by the land use restrictions and regulations imposed by DTSC (which apply to PA1, PA2, and PA3 since they comprise the former Cal Compact Landfill site). DD3 was included as a development district (i.e., DD1, DD2, and DD3) as part of a final environmental impact report (FEIR) that was approved in 2006. As noted above, DD3 has been developed as a 300-unit apartment complex known as Evolve South Bay. In 2017, the Evolve South Bay project was subject to site plan and design review and was ultimately administratively approved under the 2011 Specific Plan. The 300 unit Evolve South Bay project was developed in 2019.

3.4 Specific Plan Land Use Categories
The following includes a brief description of each land use category allowed under this Specific Plan Amendment and the location of each land use by Planning Area. An illustration of the land use categories is provided in Figure 3.3, Specific Plan Land Use Categories.

3.4.1 Commercial Marketplace (CM)
This land use category allows for a range of commercial uses intended to serve a broad population base and offer a wide range of services to both the local community and the surrounding region as a whole. Typical uses in this land use category include regional commercial uses such as retail outlets, major department stores and promotional retail-type stores, smaller neighborhood commercial uses, food and beverage uses, grocery stores, passive and active spaces, programmed areas, open space and park/community amenity areas, and event/performance spaces. Additional uses include commercial recreation and entertainment uses (such as movie theaters and arcades), hotels, restaurants and highway-oriented and smaller neighborhood retail and service uses. Residential uses with densities of up to 60 du/ac are permitted in portions of PA2, as shown in Figure 6.1, Permitted Residential Areas, with the approval of an administrative permit and CEQA review as applicable. The densities and intensities will vary within this land use designation based on proposed uses.

However, the maximum overall floor area ratio (FAR) allowed for commercial uses established pursuant to this land use category shall be 0.5 FAR. Except as otherwise noted,12 the uses permitted in this land use category are allowed in PA2.

The density and floor area limitations established pursuant to this Specific Plan Amendment shall be calculated separately for each Planning Area and construction of residential units will not reduce commercial square footage allocated to such Planning Area, and construction of commercial uses will not reduce permitted residential unit counts.

12 Refer to Table 6.1, Permitted Uses, for a complete list of permitted uses in each Planning Area and DD3.

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 3.3 Specific Plan Land Use Categories

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3.4.2 Mixed-Use Marketplace (MU-M)
The Mixed-Use Marketplace (MU-M) land use category solely applies to PA1 (and DD3 which has already been developed with the Evolve South Bay project), which allows for residential uses, and with an administrative permit and applicable CEQA review, provides for the allowance of commercial development.

Commercial uses are intended to be vertically or horizontally integrated with the residential development. The MU-M land use designation does not, however, require a mix of uses and development can consist entirely of either residential or, with an administrative permit, commercial uses (whether the commercial use is mixed- use or standalone). The densities and intensities will vary within this land use designation based on actual uses proposed. Residential densities up to 60 du/ac are permitted by right, and densities up to 80 du/ac may be constructed in PA1 only, with the approval of a General Plan Amendment. In addition, stand-alone retail uses of greater than 50,000 sf are permitted in the MU-M category in PA1 only, with approval of an administrative permit and CEQA review as applicable.

3.4.3 Light Industrial (LI)
The Light Industrial (LI) land use category in this Specific Plan Amendment allows for distribution warehouses/centers, parcel hubs, fulfillment centers, logistics facilities, and e-commerce facilities within PA3, as well as ancillary office uses and associated parking for employees and trucks. This Specific Plan allows up to approximately 1,567,090 sf of LI uses within PA. The maximum overall FAR allowed for the LI uses established pursuant to this land use category shall be 0.5 FAR.

The LI land use category also includes the provision for a 0.62-acre Enhanced Parkway along Lenardo Drive that would include landscaping and a meandering walking path, west of the light industrial buildings on PA3 and east of Main Street.

3.5 Transfers of Residential Units
Table 4.1, Land Use Summary: Planning Areas 1, 2, and 3, and Development District 3, establishes maximum permitted residential unit counts, commercial marketplace, mixed-use marketplace and light industrial square footage within each Planning Area and DD3. In addition, this Specific Plan Amendment allows for transfers of the maximum allowable residential units between PA1 and the portions of PA2 where residential uses are permitted, with the approval of an administrative permit, CEQA review.

No transfers of residential units shall result in allowable residential densities exceeding 60 du/ac on PA1 or PA2, except that, on PA1, with a General Plan Amendment, residential densities of up to 80 du/ac are permitted within PA1.

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CHAPTER 4
Land Use Illustrative
In order to provide a conceptual representation of what could be developed under this Specific Plan, the following figures present conceptual drawings of building footprints and locations for each. It is important to note that the illustrative plans as presented in the figures contained in this document, are conceptual and the final development plans for each Planning Area may vary provided they comply with the regulations proposed herein, as further described in Section 1.3, Authority to Prepare Specific Plan. The development standards and guidelines allowed within the Specific Plan Area under this Specific Plan (discussed in Chapter 6, Development Standards) permit a range of uses and intensities.

Table 4.1, Land Use Summary: Planning Areas 1, 2, 3, and Development District 3, provides a summary of the permitted mix of land uses and establishes maximum allowed development for the Specific Plan Area, summarized by each Planning Area and DD3. The permitted mix of uses is subject to the ability to transfer residential units as noted in Section 3.5, Transfers of Residential Units.

Figure 4.1, Conceptual Site Plan Illustrative, presents a conceptual site plan for each Planning Area and DD3. The intent of the illustrative site plan is to provide for a conceptual development plan that includes a vibrant mix of residential, commercial, light industrial, and passive open space uses to further the goals and objectives of the City in activating the site, providing housing, employment opportunities, and a variety of other opportunities for residents and visitors to shop, dine, and recreate within the site.

Further to this, landscaping along Lenardo Drive would be improved to include the Enhanced Parkway in PA3, which would provide a convenient recreational area for the residents of PA1 and the surrounding community (Figure 4.2, Enhanced Parkway).

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TABLE 4.1
LAND USE SUMMARY: PLANNING AREAS 1, 2, 3, AND DEVELOPMENT DISTRICT 3 Land Use Type by
Planning Area and
DD3
Specific Plan
Amendment Land
Use Category
Maximum Units,
Square Footage (sf)
Development District 3 (11 Acres)a
Residential MU-M 300 units
Planning Area 1 (15 Acres)
Residential MU-Mb 1,250 unitsc
Planning Area 2 (46 Acres)
Regional
Commercial/Outlet
CM
d 696,500 sf
Regional
Commercial/Restaurant
CM
d 15,000 sfe
Planning Area 3 (96 Acres)
Light Industrial (Including Ancillary Office) (PA3) f
Ancillary Office LI 75,000 sf
E-
Commerce/Fulfillment
Center / Distribution
Center/Parcel Hub
LI 1,492,090 sf
Enhanced Parkway LI 27,500 sf
Totals 2,278,590 sf of buildings
27,500 sf of enhanced parkway
1,550 residential units
NOTES:

Variations in square footage and types of commercial uses and location and number of residential units in each Planning Area may occur at the time of final design, depending upon the product identified for ultimate development. Change of restaurant uses to regional commercial uses is permitted and change of commercial square footage to restaurant square footage is also allowed, subject to the approval of an administrative permit, and any further environmental review required under CEQA, as applicable.

Residential units may be transferred from PA1 to the portion of PA2 shown in Figure 6 .1, Permitted Residential Areas, provided such transfer does not cause an exceedance of the allowable residential density under the General Plan or this Specific Plan, or the maximum unit count of 1,250 units. The transfer of residential units shall not require a corresponding decrease in maximum permitted commercial square footage. a DD3 has been developed as a 300-unit apartment complex known as Evolve South Bay. b PA1 is designated MU-M, which allows for residential or, with approval of an administrative permit and CEQA review as necessary, commercial uses. c Residential uses in PA1 are permitted by right up to 60 du/ac, which would allow for 900 residential units. The remaining units (up to 1,250 resi dential units) can be constructed in PA1 with a General Plan Amendment to increase the maximum permitted dwelling unit density to 80 du/acre or can be transferred to and constructed in specific areas of PA2 (which is zoned CM) with an administrative permit, with CEQA review, as applicable. d A variety of regional commercial uses is permitted in the CM land use designation, including outlet and restaurant uses. e The 15,000 sf allocated for “restaurant” uses are intended to address full-service restaurant uses in PA2, if any. All other food service uses, including, without limitation, VIP lounges, food halls, kiosks, and similar food or beverage serving uses, shall be included in the gross building area ( GBA) square footage for regional commercial established above for PA2. f Note that this area shall include the landfill gas collection and control system (LGCCS), groundwater extraction and treatment system (GETS), and Landfill Operations Center (LOC) are located on an approximately 1-acre lot (the “utility lot”) in PA3 (refer to Figure 5.16, Storm Drainage Concept), adjacent to the Torrance Lateral.

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 4.1 Conceptual Site Plan Illustrative

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SOURCES: RGA, AO, ESA, MBI 2026
NOTE: A transit center could potentially be provided on the Enhanced Parkway (refer to Figure 5.1). This is a graphic representation of a planning concept and is for illustrative purposes only. All graphics in this document are conceptual and should not be interpreted literally. Other solutions, locations and/or concepts may be proposed and reviewed during site plan review and other permit and mapping processes.

Figure 4.2 (Renumbered) Enhanced Parkway

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CHAPTER 5
Plan Elements
In addition to the land use plan previously described, this Specific Plan contains a number of additional elements such as circulation, open space and recreation, infrastructure and utilities, and public services which are critical to the success of any project development under this Specific Plan. These plan elements are discussed in this Chapter 5.

5.1 Circulation Concept
The circulation concept for this Specific Plan is an integral part of the overall land use plan and has been developed consistent with a number of circulation objectives of the City. Foremost among these are the following:

1. To reinforce and serve the land use concepts.

2. To provide adequate accessibility for internal and external trips by future residents, tenants, trucks, and visitors.

3. To provide a sufficient amount of convenient parking for the uses allowed hereunder for PA1, PA2, and PA3.

4. To provide opportunities for a variety of transportation and mobility options.

5. To provide an aesthetically pleasing environment while achieving the above objectives.

5.1.1 Regional Access
The San Diego Freeway (I-405 Freeway), Harbor Freeway (I-110 Freeway), Artesia Freeway (SR-91 Freeway), and Long Beach Freeway (I-710 Freeway) provide regional access to the Specific Plan Area. The I-405 Freeway is located adjacent to the Specific Plan Area’s eastern boundary, the I-110 Freeway is located approximately

0.5 miles west of the Specific Plan Area, and the SR-91 Freeway is located approximately 2.5 miles north. The I-710 Freeway, which is located on Carson’s eastern boundary, links Carson with the City and Port of Long Beach, whereas the I-110 Freeway provides direct access to the City and Port of Los Angeles. Locally, access to the Specific Plan Area is available via Main Street (a north–south thoroughfare on the western side of the Specific Plan Area), Avalon Boulevard (an exit from the I-405 Freeway and a major north–south arterial), and Del Amo Boulevard (an east–west arterial that bisects the northern portion of the Specific Plan Area).

The Avalon Boulevard/I-405 Freeway interchange was improved following the approval of the 2006 Carson Marketplace Specific Plan and provides direct access to the Specific Plan Area and the areas surrounding it.

Interchange improvements included: (1) the extension of Lenardo Drive to Avalon Boulevard (with final improvements to Lenardo Drive currently in process), (2) realignment and reconfiguration of the I-405 Freeway southbound on- and off-ramps, (3) a new I-405 Freeway southbound on-ramp that serves as the east leg of the new Avalon Boulevard/Lenardo Drive intersection, and (4) reconfiguration of the I-405 Freeway northbound off-ramp to allow left turns onto southbound Avalon Boulevard (the traffic signal located at the off-ramp is in the process of being activated).

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5.1.2 Internal Circulation
Access to the Specific Plan Area and the proposed internal circulation system are shown on Figure 5.1, Vehicular Circulation Concept. Internal circulation will be provided by two primary routes, Lenardo Drive and Stamps Drive, which continues as “Private Drive” south of Lenardo Drive providing local access to the light industrial uses. Lenardo Drive connects the Main Street entry with the Avalon Boulevard/I-405 Freeway entry. Stamps Drive begins at Del Amo Boulevard and ends at Lenardo Drive, before entering the light industrial uses. Lenardo Drive will be a public street and will retain a similar alignment to the original haul road. The alignment of Stamps Drive is an adaptation of the current roadway, which was originally a haul road for the Cal Compact Landfill. The portion of Stamps Drive north of Lenardo Drive and south of Del Amo Boulevard (also referred to as the “Del Amo Entrance”) has been shifted west of the location shown in the 2018 Specific Plan; the new alignment corresponds to the location of the original haul road for the Cal Compact Landfill. This portion of Stamps Drive will be a public street, while the continuation of the roadway south of Lenardo Drive (the Private Drive) will be privately owned and maintained.

Vehicular access to the site, internal circulation, and parking lots should consider the following:
• Short-term parking for delivery of mail and small shipments shall be provided so as not to impede overall circulation.
• Shared access drives between adjacent parcels should be encouraged to minimize curb cuts, where feasible. • Reciprocal access easements for vehicles, pedestrians, and shared parking facilities between adjacent uses should be encouraged, where feasible.
• The determination of adequate stacking for project entry driveways shall account for security gates, checkpoints, and guard shacks, if applicable.
• Conflicts between truck traffic and employee and visitor parking should be minimized by installing clear signage at proper locations.
• Site circulation and access shall allow for and facilitate emergency access to the site and all buildings. • To prevent speeding and vehicular conflicts with pedestrians, extended lengths of drives aisles for straight sections of a parking lot should be avoided.
• Lots shall be accessed via public roads, private roads or access easements.

As indicated in Figure 5.2, Concept Circulation Sections, diagrammatic circulation sections are set forth in Figures 5.3 through 5.14, depicting conceptual designs for Specific Plan Area entrances (see Figures 5.3, Section A – Del Amo Entrance; 5.9, Section E1 – Lenardo Drive Entrance; 5.10, Section E2 – Avalon Boulevard Entrance; and 5.14, Section H – Main Street Entrance), Del Amo Boulevard (see Figure 5.4, Section B – Del Amo Boulevard), certain portions of Lenardo Drive and Stamps Drive (see Figures 5.5, Section C1 – Lenardo Drive without Multipurpose Trail, and 5.6, Section C2 – Lenardo Drive with Multipurpose Trail), the Private Drive (Figures 5.7, Section D1 – Private Drive without Parking, and 5.8, Section D2 – Private Drive with Parking), the I-405 Freeway edge (see Figure 5.11, Section F – Freeway Edge (I-405 Freeway/Specific Plan Area Interface)), the adjacent slope of the Torrance Lateral (see Figures 5.12, Section G1 – Channel-Adjacent Slope [Adjacent Residential/Specific Plan Area Interface – Condition 1], and 5.13, Section G2 – Channel-Adjacent Slope [Adjacent Residential/Specific Plan Area Interface – Condition 2]).

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Each entry into the Specific Plan Area must be attractively landscaped (as further addressed in Section 6.4, Landscaping) and, with respect to the entrances along Stamps Dr. and Lenardo Dr., signed for automobiles, pedestrians, bicyclists, and truck access (to direct trucks to the appropriate truck routes). Tree wells may be added in the public rights-of-way of Main Street and/or Del Amo Boulevard at the discretion of the City Engineer and the Community Development Director.

The term, “parkway,” as used in this Specific Plan, shall be defined as the distance between the front of curb and the property line, and may include sidewalks and walkways, landscaping, or both.

Access points into the Specific Plan Area would include the Del Amo Boulevard/Stamps Drive and Main Street/Lenardo Drive intersections, as well as the Avalon Boulevard exit from the I-405 Freeway. The primary ingress and egress location for DD3 is provided at the Del Amo Boulevard/Stamps Drive intersection, where the north leg of the intersection would provide for entry and exit.

While a conceptual circulation configuration has been provided (pursuant to Figures 5.1 and 5.2), the internal circulation system is subject to approval by the Community Development Director and City Engineer and will be finalized with the approval of development plans for each project within the Specific Plan Area. Subject to CEQA review if applicable, half-street improvements to Lenardo Drive and Stamps Drive may be approved by the City Engineer and the Community Development Director to allow for the phasing of the construction of the streets to accommodate the phased development of projects within the Specific Plan Area. The internal roadways, drive aisles, on-site intersection spacing, access openings, sidewalks, and pedestrian and bike paths shall be constructed pursuant to the standards set forth under this Specific Plan and in accordance with all City requirements (as approved by the City Engineer).

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 5.1 Vehicular Circulation Concept

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CHAPTER 5. PLAN ELEMENTS

SOURCES: RGA, AO, ESA, MBI 2026
Figure 5.2 Concept Circulation Sections

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SOURCES: AO, ESA 2026
NOTES: The building setbacks of 20 to 30 feet vary according to the height of the building adjacent to the roadway. The setback is 20 feet for buildings up to 28 feet in height. For buildings above 28 feet in height, a 30-foot setback is required. Building heights refer to the base building height as defined in Table 6.2.

These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and other permit and mapping processes.

Figure 5.3 Section A – Del Amo Entrance

SOURCES: AO, ESA 2026
Figure 5.4 Section B – Del Amo Boulevard

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SOURCE: AO, ESA 2026
NOTES: When sidewalks and/or walkways are located outside the public rights -of-way, an easement may be required to allow for public access.

These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan revie w and other permit and mapping processes.

Figure 5.5 Section C1 – Lenardo Drive without Multipurpose Trail

SOURCE: AO, ESA 2026
NOTES: When sidewalks and/or walkways are located outside the public rights -of-way, an easement may be required to allow for public access.

These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan revie w and other permit and mapping processes.

Figure 5.6 Section C2 – Lenardo Drive with Multipurpose Trail

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SOURCE: AO, ESA 2026
NOTE: These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and o ther permit and mapping processes.

Figure 5.7 Section D1 – Private Drive without Parking

SOURCE: AO, ESA 2026
NOTE: These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and other permit and mapping processes.

Figure 5.8 Section D2 – Private Drive with Parking

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SOURCES: AO, ESA 2026
NOTES: When sidewalks and/or walkways are located outside the public rights -of-way, an easement may be required to allow for public access.

These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and should n ot be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and o ther permit and mapping processes.

Figure 5.9 Section E1 – Lenardo Drive Entrance

SOURCES: AO, ESA 2026
NOTE: These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and other permit and mapping processes.

Figure 5.10 Section E2 – Avalon Boulevard Entrance

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SOURCES: AO, ESA 2026
NOTES: Parking stall and 6-foot-high view fence or landscape screen presence vary according to location of section along freeway edge. Parking stall is optional. Refer to Figure 6.11, Conceptual Sign Locations: Option A, for potential perimeter wall, view fence, or landscape screen location.

These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan revie w and other permit and mapping processes.

Figure 5.11 Section F – Freeway Edge (I-405 Freeway/Specific Plan Area Interface)

SOURCES: AO, ESA 2026
NOTES: These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and other permit and mapping processes.

Figure 5.12 Section G1 – Channel-Adjacent Slope (Adjacent Residential/Specific Plan Area Interface – Condition 1)

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CHAPTER 5. PLAN ELEMENTS

SOURCES: AO, ESA 2026
NOTES: These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and sh ould not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and other permit and mapping processes.

Figure 5.13 Section G2 – Channel-Adjacent Slope (Adjacent Residential/Specific Plan Area Interface – Condition 2)

SOURCES: AO, ESA 2026
NOTES: When sidewalks and/or walkways are located outside the public rights -of-way, an easement may be required to allow for public access.

These street sections are a graphic representations of planning concepts. All graphics in this document are conceptual and should not be interpreted literally. Other solutions, locations, and/or concepts may be proposed and reviewed during site plan review and other permit and mapping processes.

Figure 5.14 Section H – Main Street Entrance

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5.1.3 Parking
The various uses allowed within PA1, PA2, and PA3 will be required to meet the parking standards specified in Chapter 6 of this Specific Plan. The number of parking spaces will be calculated using the parking ratios shown in Table 6.2, General Development Standards, of this Specific Plan. Parking will be provided through a combination of open surface parking and parking structures, with the structures having a maximum height limit of 50 feet, and parking under elevated podium (which shall not be subject to the 50-foot height limitation). A minimum width of 24 feet shall be provided for circulation aisles in all parking areas, unless larger aisles are required by the Los Angeles County Fire Department (LACoFD). A minimum width of 28 feet shall be provided for main entry aisles from the street(s) to satisfy LACoFD’s access requirements to designated fire lanes, which shall also have a minimum width of 28 feet.

At least eight (8) percent of all at-grade commercial parking spaces shall be designated for carpool/vanpool and/or clean air vehicles.

As described in Table 6.2, shared parking is permitted to help maximize the efficiency of parking utilization within the site. Shared parking allowances between or among any Planning Areas, shall require a parking demand study approved by the Community Development Director, prior to issuance of a building permit.

5.1.4 Pedestrian and Bicycle Circulation
This Specific Plan intends to provide connectivity between the diverse uses within the Specific Plan Area for pedestrians and bicyclists. External bicycle access will be primarily from unbuffered bicycle lanes along Main Street and buffered and painted bike lanes on Del Amo Boulevard, while external pedestrian access will come from sidewalks on those same streets. A multipurpose path, which provides for concurrent, side-by-side use by both bicyclists and pedestrians, is proposed from Avalon Boulevard into the Specific Plan Area’s southeastern entrance along Lenardo Drive. From the Avalon Boulevard entrance to its intersection with Stamps Drive, the multipurpose path will continue along the west side of Lenardo Drive, and pedestrian and bicyclist pathways within the multipurpose path internal to the 157-Acre Site will be divided using pavement striping/symbols for safety.

Internally within the 157-Acre Site, bicycle circulation is provided along Stamps Drive in the form of a multipurpose trail between Del Amo Boulevard and Lenardo Drive. From the intersection of Lenardo Drive/Stamps Drive to the Avalon Boulevard entrance, bike lanes are provided as part of the multipurpose trail described above.

Pedestrian circulation will be provided throughout the Specific Plan Area via sidewalks and pathways. In addition, the Enhanced Parkway proposed in PA3, includes an approximately 20- to 40-foot-wide parkway space including shade trees and native plantings, a meandering pedestrian pathway, and a sidewalk. The circulation system described herein is conceptual and flexibility is allowed to reduce or eliminate sidewalks and to vary the width of the landscape areas along Lenardo Drive and Stamps Drive. An at-grade pedestrian crossing shall be constructed across Lenardo Drive to facilitate pedestrian access between PA2 and PA3. The proposed traffic signal on Lenardo Drive midway between Stamps Drive and Avalon Boulevard will also provide safe pedestrian connectivity between PA2 and PA3. The routing of pedestrian and bicycle circulation is conceptually shown on Figure 5.15, Multi-Modal Circulation Concept.

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August 2026 5-13
CHAPTER 5. PLAN ELEMENTS

5.1.5 Public Transportation
Los Angeles County Metropolitan Transit Authority (Metro) Bus Route 246 is located along Avalon Boulevard, and Metro Bus Route 205 is located along Del Amo Boulevard east of Avalon Boulevard (as shown on Figure 5.14). The Specific Plan Area shall be designed to allow for at least four bus stops (two in each travel direction) to service the Specific Plan Area by Metro, as well as other transportation services including the Carson Circuit and Long Beach Transit. Conceptual locations of bus pull-outs, including the potential for a transit center within a portion of PA3, are shown on Figure 5.1.

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August 2026 5-14
CHAPTER 5. PLAN ELEMENTS

SOURCES: RGA, AO, ESA, MBI 2026
Figure 5.15 Multi-Modal Circulation Concept

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August 2026 5-15
CHAPTER 5. PLAN ELEMENTS

5.2 Open Space/Recreation
The uses allowed under this Specific Plan provide for common and private open and recreation spaces within the Specific Plan Area to serve residents within the Specific Plan Area, Carson residents, and visitors to the site. Residents living within proposed development within PA1 should have access to the following potential amenities: pools, clubhouses, courtyards, lawn areas, and jogging paths. The requirements for common and private open spaces are listed in Table 6.2, General Development Standards.

Community amenity spaces are also important components for the commercial uses within the Specific Plan Area. Specific standards are outlined in Table 6.2 and in Sections 5.1.4, Pedestrian and Bicycle Circulation, and 6.3, Publicly Accessible Private Open Space, of this Specific Plan.

5.3 Public Services and Infrastructure

5.3.1 Police and Fire
Police services serving the Specific Plan Area shall be provided by the Los Angeles County Sheriff’s Department. There is one existing Sheriff’s Station located at 21356 South Avalon Boulevard in Carson. This station also provides police services for Torrance, Harbor City, and Rancho Dominguez. To ensure the safety of residents and patrons of The District at South Bay, private security services that coordinate with the Sheriff’s Department will be provided for each development proposed within PA2 and PA3. As described in Chapter 7, Implementation, a public safety plan that addresses on-site security and staffing for the on-site security office (to be located within PA2) will be submitted for approval by the City, with consultation with the Los Angeles County Sheriff’s Department, prior to the issuance of any building permit for vertical construction. Private security services may be provided on a Specific Plan Area–wide basis, by Planning Area, by each developer, or any combination thereof.

Security video cameras shall be installed throughout commercial developments within PA2 and PA3 with a digitally recorded feed to the on-site security office that is accessible via the internet at the Carson Sheriff’s Station. Both a community policing plan and a private security plan shall be developed in coordination with the Sheriff’s Department.

Fire protection services in the City of Carson are provided by Los Angeles County Fire Department (LACoFD). The Specific Plan Area is located within Division I of the Central Region in the Battalion 7 service area. There are six primary fire stations that provide both fire and emergency medical service in the City of Carson, with four of the stations located within the City of Carson’s boundaries. The nearest response unit to the Specific Plan Area is Fire Station No. 36, located at 127 West 223rd Street, approximately

1.5 miles south of the Specific Plan Area. Other response units in the area include Station No. 127 at 2049 East 223rd Street, Station No. 10 at 1860 East Del Amo Boulevard, and Station No. 116 at 755 Victoria Street. Station No. 127 is located approximately 2 miles southeast of the Specific Plan Area, while the latter two stations are located approximately 2.4 miles from the Specific Plan Area.

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August 2026 5-16
CHAPTER 5. PLAN ELEMENTS

5.3.2 Drainage
Permanent drainage systems for the 157-Acre Site will be designed to protect the landfill cap. In general, surface drainage from rooftops, parking lots, and hardscape and landscape areas will be picked up by inlets and conveyed to the existing Torrance Lateral owned by the Los Angeles County Flood Control District.

Storm drainpipes will be sealed to reduce the potential for leakage and to prevent the migration of landfill gas.

Surface water above the landfill cap will be conveyed to the backbone storm drain system and discharged into the Torrance Lateral. The quality of the water discharged into the Torrance Lateral will be maintained by the use of on-site filtering systems as designated in the Hydrology Report & Standard Urban Stormwater Mitigation Plan (2009 SUSMP). Development projects within the 157-Acre Site will also comply with the MS4 permit requirements through implementation of the 2009 SUSMP.

The existing storm drainage backbone infrastructure will be utilized, while some inlets, area drains systems, and permanent water quality best management practices will be installed during precise grading activities.

Storm drainage systems will generally remain in their current location in utility corridors. Easements will be granted for those portions of these utility corridors that fall outside of public rights-of-way. The 157-Acre Site will be designed to avoid the placement of buildings over these utility corridors, where feasible.

Collectively, the LGCCS and GETS, along with a (partially constructed) Landfill Operation Center (LOC) are located on an approximately one-acre lot (the “utility lot”) between Buildings D and E in PA3 adjacent to the Torrance Lateral. Access rights (via an easement) shall be given to the CRA in order to access the LOC. The utility lot is currently owned by the CRA and operated by the CRA. The GETS and LGCCS, including the flare stacks associated with the LGCCS, are fully constructed and operational. In addition, the slab for the LOC has been constructed. However, because there are more wells and piping to install, as well as the LOC building itself, the system itself is considered only partially constructed. 13 A conceptual map of the drainage system and the utility lot is provided in Figure 5.16, Storm Drainage Concept.

13 In this Specific Plan, when the GETS, LGCCS, and/or LOC are mentioned, it is assumed that not all of the wells have been installed nor has the LOC building itself been completely built. When fully constructed, the LOC building would provide offices, system controls, and storage space.

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CHAPTER 5. PLAN ELEMENTS

SOURCES: RGA, AO, ESA, MBI 2026
Figure 5.16 Storm Drainage Concept

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August 2026 5-18
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CHAPTER 5. PLAN ELEMENTS

5.3.3 Water and Sewer Systems
The local utility (Cal Water Service) will supply water to the Specific Plan Area (and currently serves Evolve South Bay). An existing 12-inch water main located in Main Street and a 16-inch water main located both on Del Amo Boulevard and Lenardo Drive will supply both domestic service (with individual meters) and fire protection to the development. Cal Water Service has indicated that no upgrades to off-site facilities are necessary to support the development within the 157-Acre Site.

Water for irrigation and proposed water features within the 157-Acre Site will come from reclaimed water, if feasible. The balance, if any, will be drawn from the domestic water system. A fire line serving the landfill operations center (LOC) has already been installed.

Domestic water infrastructure will be installed at the same time as street improvements are made.

Connections to buildings for potable and fire protection water will be made prior to certificate of occupancy.

Reclaimed water infrastructure will be installed with street improvements, as shown in Figure 5.17, Domestic and Reclaimed Water Concept, and connected to the West Basin reclaimed water line.

The sewer system servicing the Specific Plan Area is owned and maintained by the Los Angeles County Sanitation District. For the Specific Plan Area, an on-site system will be designed to pick up sanitary flows from points of connection at each building to the existing 42-inch trunk sewer along Main Street. It is anticipated that the on-site sewer will be constructed with airtight joints to prevent the migration of landfill gas. Sewer infrastructure will be installed in connection with the construction of street improvements.

Connections to buildings will be made prior to certificate of occupancy. Conceptual maps of the water and sewer systems are provided in Figure 5.17 and Figure 5.18, Sanitary Sewer Concept.

Water and sewer systems will generally remain in their current location in utility corridors. Easements will be granted for those portions of utility corridors that fall outside of public rights-of-way. The 157-Acre Site will be designed to avoid the placement of buildings over utility corridors, where feasible.

The District at South Bay Specific Plan
August 2026 5-20
CHAPTER 5. PLAN ELEMENTS

SOURCES: RGA, AO, ESA, MBI 2026
Figure 5.17 Domestic and Reclaimed Water Concept

The District at South Bay Specific Plan
August 2026 5-21
CHAPTER 5. PLAN ELEMENTS

SOURCES: RGA, AO, ESA, MBI 2026
Figure 5.18 Sanitary Sewer Concept

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August 2026 5-22
CHAPTER 5. PLAN ELEMENTS

5.3.4 Electricity and Solid Waste
The Specific Plan Area may contain on-site electric distribution substations. Their precise locations will be determined upon the submittal of future tract maps and/or future building permit applications. Refer to Section 6.11, Energy Conservation, of this Specific Plan for additional guidance related to methods of energy conservation. If feasible, new utility lines will be placed underground unless such placement conflicts with the Remedial Action Plan (RAP) or is otherwise approved by the Director of Public Works.

The developers/operators of each Planning Area shall coordinate with the City’s waste hauler or the collection, disposal, and recycling of solid waste. A comprehensive recycling plan shall be included with each development plan submittals prior to the City’s issuance of a building permit approval. The comprehensive recycling plan shall consist of a construction debris recycling program and a general recycling program for residential, light industrial, and commercial uses including the separation of organic waste. The recycling program shall specifically require the incorporation of permanent, clearly marked, durable, source-sorted recycling bins for all structures. The bins shall be continuously maintained to ensure proper operation and adequate access.

Recycling will also extend to construction activities. All construction debris may be recycled in a practical, accessible manner, to the extent feasible, during the construction phase of any Planning Area. Compaction facilities for non-recyclable materials shall be provided for every occupied commercial and light industrial building greater than 20,000 sf in size to reduce both the total volume of solid waste produced and the number of truck haul trips required for collection, to the extent feasible. Trash compaction facilities may be provided in centralized locations for multiple commercial buildings. Alternative trash collection methods may also be used for retail and non-retail uses if approved by the waste management provider and the Community Development Director. The trash collection system must be approved by the Community Development Director prior to issuance of the first building permit for a commercial or light industrial building greater than 20,000 sf in size.

5.3.5 Grading, Subsurface Remediation, and Cap
Rough-grading operations on the 157-Acre Site will be performed in conjunction with the capping of the landfill that is part of the RAP, as modified by the 2011 Explanation of Significant Differences (ESD), and any other requirements for same imposed by DTSC.

The remedial actions to be implemented at the 157-Acre Site per the approved RAP, as modified by the approved ESD, are a combination of the following:

A. Construct a low-permeability cover system (cap) for the entire Cal Compact landfill site to contain the buried waste and the impacted soil on site. The cap shall be constructed after the application of pile driving and/or deep dynamic compaction (DDC) is completed, where necessary (see description below), to assist in settlement control and before the rough grading of the landfill site for development purposes.

A portion of the cap was installed after the approval of the Carson Marketplace Specific Plan in 2009, but the cap was not completed in all areas of the Specific Plan Area.

B. Install a groundwater extraction and treatment system (GETS) along the down-gradient side of the landfill site to intercept/capture groundwater contamination coming from the landfill site. The perimeter GETS is intended to capture off-site migration of the groundwater contamination that exceeds the remediation goals. The GETS is fully installed and has been operational on the site since 2014.

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CHAPTER 5. PLAN ELEMENTS

C. Install a landfill gas collection and control system (LGCCS) within the Cal Compact landfill site boundary and beneath proposed occupied buildings within the waste zone. The landfill LGCCS will be used to minimize potential off-site migration and remediate potential impacts to on-site indoor/outdoor air quality in compliance with the relevant regulations. The landfill LGCCS (burner, backup carbon filters, and flare) has been constructed, and landfill gas collection wells have been installed on a portion of the landfill site. Additional elements of the landfill LGCCS, including additional collection wells, remain to be installed. The LGCCS system was designed to collect landfill gas (LFG) from the waste zone and condensate and deliver them to a Landfill Operations Center (LOC), which includes facilities for both LFG and groundwater treatment (refer to Figure 5.16).

D. Implement long-term monitoring of the groundwater and landfill gases.

E. Provide for long-term maintenance of the cap.

The RAP assumed that remediation activities would be completed for the entire 157-Acre Site at the same time. A phased remediation and occupancy plan was approved by DTSC14 to allow vertical construction and occupancy on each Cell after it has been remediated, regardless of the stage of remediation on the other Cells.

Phased occupancy is contingent on a cell-specific health risk assessment that would allow occupancy of the portions of the landfill site that have been remediated for the intended use/users.

The RAP and ESD specify the overall remediation and conceptual grading required for the 157-Acre Site.

Actual grading plans may vary as required to be consistent with the actual site plan for each project development in conformance with grading guidelines contained in the County of Los Angeles Building Code, professionally accepted engineering practices, any site-specific recommendations of DTSC, and civil and geo- technical engineers licensed or registered by the State of California.

The LGCCS, foundation layer, and associated sub-drainage systems for the landfill cap, and the landfill membrane, all as required by the RAP and the ESD, will be installed and covered with material stockpiled on site, or with other suitable soil to construct the protective soil cover for the landfill cap. The grading plan for the foundation layer and soil cover will be informed by the site plan and development grading plan. When complete, the landfill cap will be at approximately rough development grade. Once the protective soil cover layer of the landfill cap is in place, the landfill site will be brought to design grades under a development grading plan to be approved by the County of Los Angeles.

The current DTSC-approved LUC, dated December 4, 2023, provides at section 4.4(a) that residential multi- family development is restricted to Cell 1 and the westernmost portion of Cell 2, which comprise portions of PA 1 and 2, respectively. As mentioned above, a new LUC is under review at DTSC that will likely prohibit any residential development in PA2.

14 The development of the 157-Acre Site is subject to the terms and conditions set forth in a document entitled the Revised Management Approach to Phased Occupancy (DTSC Site Code 401716) , approved by DTSC on July 24, 2026 (the Revised MAPO).

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August 2026 6-1 01223.0022 2176584.1
CHAPTER 6
Development Standards
This section contains the development standards for the Specific Plan Area. Development standards are the regulations, requirements, and by-laws by which development must abide, and are indicated by the use of the word “shall.” These standards are mandatory and typically concern topics such as permitted uses, density/ intensity, building and property dimensions, and the quantity of parking and landscaping. Provisions within these standards may also use the word “should,” in which case the standard is encouraged but not mandatory.

6.1 Permitted Uses
Permitted uses, uses requiring a Conditional Use Permit or an Administrative Permit, uses Permitted under Specific Conditions, and prohibited uses within the Specific Plan Area are provided in Table 6.1, Permitted Uses. This matrix organizes potential uses within each Planning Area and DD3. Those uses not specifically listed in the table are subject to review based on the consistency with the purpose and intent of the land use categories. The following additional special provisions apply:

A. An Administrative Permit shall be required for any proposed residential use located on PA2 and for transfers of residential units between Planning Areas where otherwise permitted by this Specific Plan.

B. Additionally, Site Plan and Design Review (also referred to as a Design Overlay Review [DOR]) shall be required as set forth in Table 7.1 and Section 7.1.6, in Chapter 7.

Of special note is the fact that at-grade residential uses are only permitted within DD3, as PA1, PA2, and PA3 occupy the former Cal Compact landfill site. Only elevated residential uses, which separate first-floor units from the ground level using at least one level of parking, retail uses, or other nonresidential space, are permitted in PA1 and portions of PA2 , as shown in Figure 6.1, Permitted Residential Areas. Any additional residential uses within the 157-Acre Site will require DTSC approval. All residential use in PA2 will likely soon be prohibited under an amendment to the current Land Use Covenant (LUC) that is currently under consideration at DTSC. Restrictions on ground level residential uses are the result of DTSC regulations applicable to the Cal Compact landfill site.

The District at South Bay Specific Plan
August 2026 6-2
CHAPTER 6. DEVELOPMENT STANDARDS

SOURCES: RGA, AO, ESA, MBI 2026
Figure 6.1 Permitted Residential Areas

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August 2026 6-3
CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1
TABLE 6.1

PERMITTED USES
P = Automatically Permitted Use
A = Use Permitted with an Administrative Permit
PC = Use Permitted under Specific Conditionsa
C = Use Permitted on Approval of a Conditional Use Permitb — = Not Permitted
Land Use
Designation Typical Permitted Uses
Planning Area

MU-M MU-M CM LI
DD3 PA1 PA2 PA3
Retail
Food Sales and
Service and Eating
and Drinking
Establishments
Bar/night club/lounge serving beverages for
consumption on premises
C C C —
Restaurant (without alcohol) A A P —
Restaurant (with alcohol) A A P —
Beer Garden — — — —
Restaurant (with drive-in or drive-through) A C — —
Non-restaurant retail food services (including
kiosks, food halls, refreshment stands, soda
fountain)
A A P —

Food catering (only direct retail sales or retail
distribution)
A A P —

Food store: supermarket, grocery, market A A — —
Member-invited VIP lounge with alcohol
service
— — P —

Café, retail bakery, pastry, candy, health
food, and other similar foods/drinks (not
supermarket or grocery)
A A P —

Fast casual/quick service restaurant with
take-out food (not drive-in or drive-through)
A A P —
Health Medical or dental or optical office or clinic,
public health center (with laboratory uses
ancillary thereto)d
A A P —
Pharmacy A A — —
Officed Business offices, including professional,
financial, insurance, real estate, newspaper
or publishing (no printing), travel/employment
agency (or similar), security service, and
similar services

A A P P
e
Public Assembly
and Entertainment
Arcade, pool hall, night club — — C —

Auditorium, meeting hall, event hallf A A A —
Community center, lodge hall, private club A A P —
Indoor golf range A A — —
Indoor theater (motion picture or live stage) — A P —
Outdoor theater (live stage, not a drive-in)g C C — —
Outdoor performances, concerts, and
entertainment
g,h
— A P —

Single- or multipurpose recreation facilities
such as golf range, ice skating, and bowlingh
A A — —
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August 2026 6-4
CHAPTER 6. DEVELOPMENT STANDARDS

TABLE 6.1

PERMITTED USES
P = Automatically Permitted Use
A = Use Permitted with an Administrative Permit
PC = Use Permitted under Specific Conditionsa
C = Use Permitted on Approval of a Conditional Use Permitb — = Not Permitted
Land Use
Designation Typical Permitted Uses
Planning Area

MU-M MU-M CM LI
DD3 PA1 PA2 PA3
Public and Quasi-
Public Uses
Church, temple, or other place of religious
worship
d,i
A A A

Bus/shuttle station, fire/police station or
ancillary office

A A P A
j

Post office, library, museumd A A P —
Retail Sales and
Services
Animal/pet retail uses (no animal hospital;
kennel is allowed as an incidental use)
A A — —

Auction housek — — C —
Barber shop, beauty shop, salon, manicure A A P —
Copying, address, graphing, mimeographing,
photostatting, instant printing, photography,
picture framing
A A P —

Health club/gym — Ae P Ae
High-fashion/upscale previously owned
clothing and accessories
— — P —

Hotel — — A —
Locksmith, watch repair, small appliance
repair, bicycle repair
A A P —

Non-restaurant retail kiosks A A P —
Outlet retail — — P —
Parcel delivery service A A P —
Single-price overstock/discount stores — — P —
Specialized stores for apparel, household
supplies, business supplies, promotional
retail, service retail
A A P —

Stand-alone or in-line retail stores — A P —
Tailor, dressmaker, seamstress, shoe repair A A P —
Upscale convenience store — A P —
Vehicle sales (ancillary service) — C — —
Vehicle sales (no service)l — C P —
Studios Motion pictures/movie studios/television
studios
— C — C
Light Industrial Uses and Utilities
Logistics Facilities Distribution/parcel hub warehouses, high- cube warehouses, retail/e-commerce
fulfillment centers, logistics centers, and
associated ancillary auto and trailer parking
— — — P
Manufacturing of
Products and
Materials
Manufacturing of products and materials of
non-hazardous products/materials
m
— — — C
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CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1
TABLE 6.1

PERMITTED USES
P = Automatically Permitted Use
A = Use Permitted with an Administrative Permit
PC = Use Permitted under Specific Conditionsa
C = Use Permitted on Approval of a Conditional Use Permitb — = Not Permitted
Land Use
Designation Typical Permitted Uses
Planning Area

MU-M MU-M CM LI
DD3 PA1 PA2 PA3
Utilities and Public
Service
Public utility or public service uses, including
but not limited to a landfill operation center
and groundwater extraction and treatment
system
— A A P
Residential/Mixed-Use
Residential/
Mixed-Use
Adult care facility — A — —
At-grade apartments, townhomes,
condominiums
P — — —
Elevated apartments, townhomes,
condominiums
n
P P A —
Live-work residential A A A —
Parking
Parking Parking lot, parking building/structure or
shared parking facilities associated with an
approved use

P P P P
Parking lot or structure – primary use C C C —
Public/Private Park, Community Amenities, and Associated Uses Public Park Park, playground P P P —
Open Space,
Community
Amenities and
Associated Uses
A variety of open space and community
amenity uses such as gardens, dog park,
nature park, plazas, children’s play area,
event lawn, pedestrian and bicycle
pathways, performance pavilion, games
terrace, and water features.
— — — P
Passive and active open space uses and
walkways
— — — P
Accessory Useso
Private
Recreational
Facilities
Swimming pool, tennis court, skating rink,
gym/fitness center (if center is ancillary to
residential uses)
P P — —
Passenger Station Bus station, rail station, taxi stand, ride-share pick-up/drop-off

P P P A
Alcoholic Beverage
Sales and Service
Alcoholic beverage sales and service in
conjunction with a restaurant, kiosk, beer
garden, department store, drugstore,
supermarket
A A P —
Alcoholic beverage sales and service in
conjunction with take-out food, bar, indoor
theater
C C C —
Alcoholic beverage sales and service in
conjunction with programmed events and
outdoor festivalse,f
— — — —
Communication
and Utilities
Stationsp
Transmitter, receiver, or repeater station;
control or measurement station; major
wireless telecommunication facilities

C C C C
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CHAPTER 6. DEVELOPMENT STANDARDS

TABLE 6.1

PERMITTED USES
P = Automatically Permitted Use
A = Use Permitted with an Administrative Permit
PC = Use Permitted under Specific Conditionsa
C = Use Permitted on Approval of a Conditional Use Permitb — = Not Permitted
Land Use
Designation Typical Permitted Uses
Planning Area

MU-M MU-M CM LI
DD3 PA1 PA2 PA3
Minor telecommunication facilities P P P P
Temporary Usesq
Offices Contractor office or real estate office P P P P Outdoor Sales Sidewalk, parking lot, and tent sales;
Christmas tree sales; pumpkin sales; food
trucks

A A A A
Outdoor Market/
Festivals
Farmer’s market, arts festival, other festival — — P A
Programmed
Events
f
Scheduled events ancillary to retail uses A A A A
Prohibited Uses
Adult businesses
Bail bonds
Check cashing services, payday loan services and deferred deposit Convenience store (other than upscale convenience store in PA2) Firework stands
Thrift store, pawn shop, salvation army type store, “army surplus” or “secondhand store” other than upscale pre-owned clothing and accessories in PA2.

Explosives – fireworks, dynamite, ammunition, weapons involving use or testing with explosive materials.

Storage, handling, or transport of hazardous substances or any CalARP-regulated materials. All development within the 157-Acre Site shall adhere to all applicable City ordinances related to hazardous substances in effect at the time that building permits are issued for such development.

NOTES:
a Specific conditions required to permit alcohol sales and drive- through uses are discussed in Chapter 7. b The restaurant drive-through/pick-up and delivery feature would cater to upscale/gourmet/“fast casual” –type restaurant tenants as opposed to traditional fast-food-type establishments.
c Where the referenced use is permitted or permitted with permit , (a) total gross leasable area within a Planning Area for any one such use shall not exceed 5 percent and (b) uses that do not generate sales tax shall not exceed 10 percent in the aggregate of the gross leasable area within a Planning Area. The Applicant shall provide the City with documentation to ensure these limits are adhered to prior to issuance of a business lice nse for automatically permitted uses or prior to the approval of an adminis trative permit. d Use permitted under certain conditions as an ancillary use. e At Community Development Director discretion, and after appropriate consultation with the Los Angeles County Sheriff’s Department, an Administrative Permit may be required for events that are anticipated to attract large crowds or that could have security or public health or safety considerations.

Smaller-scale events shall be allowed by right.
f A calendar of programmed events shall be submitted annually for review and approval by the Community Development Director. Additional events may be added to the annual calendar and approved on an individual basis throughout the year. g Not to include stadium or arena.
h See CMC 9138.22 (Church Uses within the Commercial-Regional Zone) and 9182.25 (Continuation of Churches, Temples or Other Places of Religious Worship Located within the Commercial-Regional Zone or Mixed-Use – Carson Street Zone). i Ord. 86-763U, Section 1 (Swap Meets, Flea Markets and Minimarts); Ord. 87 -813, Section 1 (Uses Permitted in Commercial and Manufacturing Zones). j Limited to the potential transit center.
k Where the referenced use is permitted, or permitted with permit, total gross leasable area within a Planning Area for such uses that do not generate sales tax shall not exceed 20 percent in the aggregate of the gross leasable area within a Planning Area. l See CMC 9133 (Conditional Use Criteria).
m Manufactured products and materials shall not include the following: hydrocyanic acid, tar, coal tar, pyroxyline plastic, guncotton, rubber, bleaching powder, glue, chamois, lacquer, synthetic enamel, materials with dextrin, cloth, textiles, upholstery, felt, canvas, wallboard, fiberglass, glass, polyurethane, engines (with foundry), automobiles, trailers, boats, aircraft, heavy equipment, concrete block, brick, tile, poisons, explosives, ammunition, hazardous substances or materials, CalARP-regulated materials, or any other similar products/materials. Any project development will be required to comply with the requirements set forth in any future City ordinance related to hazardous substances as set forth herein. n Residential uses in PA1 requiring a General Plan Amendment shall require a C onditional Use Permit. All other residential uses in PA1 shall be permitted.

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CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1
TABLE 6.1

PERMITTED USES
P = Automatically Permitted Use
A = Use Permitted with an Administrative Permit
PC = Use Permitted under Specific Conditionsa
C = Use Permitted on Approval of a Conditional Use Permitb — = Not Permitted
Land Use
Designation Typical Permitted Uses
Planning Area

MU-M MU-M CM LI
DD3 PA1 PA2 PA3
o Accessory use: a use of the land or of a building that is: (1) clearly incidental and subordinate to the principal use of the land or building; (2) located on the same lot with the principal use; (3) not a generator of additional auto trips, parking needs, or adverse environmental impacts; and (4) for uses other than eating establishments, bars, and indoor theaters, occupies equal to or less than 10 percent of the area of the principal use. Where more than one accessory use occurs on a development project site, the total aggregate of all accessory uses must be equal to or less than 10 percent. p Major wireless telecommunication facilities shall be permitted subject to a Conditional Use Permit and the requirements of CMC Section 9138.16 (Communications Facilities). Minor wireless telecommunication facilities, as defined in CMC Section 9138.16, are permitted by right and do not require a Conditional Use Permit.
q For temporary uses, the Community Development Director has discretion whether to require design review.

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CHAPTER 6. DEVELOPMENT STANDARDS

6.2 General Development Standards
The Development Standards contained herein (Tables 6.2 and 6.3) shall control the development of allowed uses within the Specific Plan Area, including the residential, commercial, office, and light industrial uses, as well as publicly accessible but privately maintained open space and commercial/community-use and amenity areas. These regulations have been designed to provide for flexibility in site design while ensuring a consistent and coordinated built environment for the Specific Plan Area.

TABLE 6.2

GENERAL DEVELOPMENT STANDARDS
Topic
Mixed-Use Marketplace
(MU-M)
Commercial
Marketplace
(CM) Light Industrial (LI)
DD3a PA1 PA2 PA3
Density/Intensity
At-grade
multifamily
60 du/ac
max.
n/a n/a n/a
Elevated
multifamily
60 du/ac
max.
60 du/ac
max.b
60 du/ac max.
(with AP)
n/a
Vertical mix of
uses
c
Commercial not to exceed

0.5 FAR and residential not
to exceed 60 du/acb
Commercial not
to exceed

0.5 FAR and
residential not to
exceed 60 du/ac
n/a
Commercial uses
(including hotel)
d

0.5 FAR max. 0.5 FAR max. n/a
Light Industriale n/a n/a 0.50 FAR max.

Building Setbacksf
Perimeter Setbacks
Interstate 405 110 feet
min.
n/a 75 feet min. n/a
Del Amo
Boulevard
10 feet 20 feet 10 feet n/a
Main Street 10 feet 20 feet n/a 25 feet or 25 percent of the lot depth, whichever is less

Northern Border
(north of DD3)
20 feet n/a n/a n/a
Storm Channel n/a 70 feet min. from
property line for
commercial
buildings with
base building
height up to
52 feet;
250 feet min.
from property line
for commercial
buildings with
base building
height over
52 feet
70 feet min. from property line for
buildings along the western boundary
with base building height up to 60 feet;

55.5 feet min. from property line for
buildings along the southern boundary
with base building height up to 60 feet;
250 feet min. from property line for all
buildings with base building height
over 60 feet that are adjacent to
residential uses

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August 2026 6-9
CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1
TABLE 6.2

GENERAL DEVELOPMENT STANDARDS
Topic
Mixed-Use Marketplace
(MU-M)
Commercial
Marketplace
(CM) Light Industrial (LI)
DD3a PA1 PA2 PA3
Internal Setbacksf
Building to Stamps
Drive within Del
Amo Entry Area
n/a 20 feet min.
from the back
of curb for
buildings with
base building
height up to
28 feet;
30 feet min.
from the back
of curb for
buildings with
base building
height
greater than
28 feet
20 feet min. from
the back of curb
for buildings with
base building
height up to
28 feet;
30 feet min. from
the back of curb
for buildings with
base building
height greater
than 28 feet
n/a
Commercial
building to
Lenardo Drive/
Stamps Drive
other than Del
Amo Entry Area
Lenardo Drive: 10 feet min.
from the property line
Stamps Drive: 10 feet min.
from the property line, or if
private street, 10 feet min.
from the back of curb
Lenardo Drive:
10 feet min. from
the property line
n/a
Light Industrial
building to
Lenardo Drive
n/a n/a 25 feet min. from property line
Residential
building to
Lenardo Drive/
Stamps Drive
other than Del
Amo Entry Area
15 feet min. from the
property line
Lenardo Drive:
15 feet min. from
the property line
n/a
Commercial
building to building
(if detached)
20 feet min. from building
to building
20 feet min. from
building to
building
n/a
Light Industrial
building to building
(if detached)
n/a n/a 20 feet min. from building to building
Residential
building to
commercial
building or parking
structure
(if detached)
25 feet min. from building
to building
25 feet min. from
building to
building
n/a

Encroachmentsg
Encroachments See Municipal Code
Section 9126.29/
Section 9136.29
See Municipal
Code
Section 9126.29/
Section 9136.29
See Municipal Code Section 9146.29
Sidewalks/Walkways/Parkwaysh
Internal sidewalk
widths
4 feet min. 4 feet min. 4 feet min.

Adjacent to:

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August 2026 6-10
CHAPTER 6. DEVELOPMENT STANDARDS

TABLE 6.2

GENERAL DEVELOPMENT STANDARDS
Topic
Mixed-Use Marketplace
(MU-M)
Commercial
Marketplace
(CM) Light Industrial (LI)
DD3a PA1 PA2 PA3
Lenardo Drive 8-foot parkway min. 8-foot parkway
min.
8-foot parkway min.

Del Amo Entry
Area
10-foot parkway min. 10-foot parkway
min.
n/a
Stamps Drive 5 feet min. 5 feet min. n/a
Multipurpose path 8 feet min. of bike path,
4 feet minimum of
pedestrian path (may be
attached)
n/a n/a
Open Spacei
Private residential
open spacej
Development 25 du/ac or
more in density:

Studios and 1BR: 60 sf
average, 50 sf min. per
unit;
2BR: 75 sf average, 65 sf
min. per unit;
3+BR: 100 sf average,
80 sf min. per unit; all with
a min. dimension of 5 feet
in any direction
Development less than
25 du/ac in density:
100 sf min. per unit, with a
min. of 5 feet in any
direction
PA1 standards
applicable to
residential
development with
approval of
Administrative
Permit
n/a
Residential
common open
space
k
300 sf min.
per unit,
with a min.
dimension
of 15 feet
in any
direction
Studio and
1BR: 150 sf
min. per unit;
2BR: 200 sf
min. per unit;
3+BR: 250 sf
min. per unit,
all with a min.
dimension of
15 feet in any
direction
PA1 standards
applicable to
residential
development with
approval of
Administrative
Permit
n/a
Private storage
space

Development 25 du/ac or
more in density:
100 cubic feet of private
storage space
Development less than
25 du/ac in density:
200 cubic feet of private
storage spacel
PA1 standards
applicable to
residential
development with
approval of an
administrative
permitl
Outdoor storage is permitted only in
areas within truck courts and abutting
a right-of-way area, but not in a
required parking area.

Outdoor storage areas shall be
screened from view from any adjoining
public street or walkway, and from
surrounding residential areas.m

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August 2026 6-11
CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1
TABLE 6.2

GENERAL DEVELOPMENT STANDARDS
Topic
Mixed-Use Marketplace
(MU-M)
Commercial
Marketplace
(CM) Light Industrial (LI)
DD3a PA1 PA2 PA3
Parking
Auto parkingn,o,p Residential:

Studio (0 BR, not more
than 450 sf): 1 space/unit;
1 BR, and 0 BR units larger
than 450 sf:

1.5 spaces/unit;
2BR or more: 2 spaces/unit
Guest Parking:
1 space/4 units
Commercial:
4 spaces/1,000 sf of gross
leasable area, except:

Theater = 1 space/4 seats
Hotel = 1 space/room
Residential:

Same as PA1
and DD3 with
approval of
Administrative
Permit;
Commercial:
4 spaces/1,000 sf
of gross leasable
area, except:

Theater =
1 space/4 seats
Hotel =
1 space/room
Light Industrial:
1 space per 1,000 sf (less than
40,000 sf)
1 space per 4,000 sf (more than
40,000 sf)
Ancillary Office:
1 space per 300 sfe

Off-Site Parking shall not be counted toward
required parking spaces

Truck trailer
parkingp
n/a n/a Subject to Parking study to be
completed by the Applicantq

Preferential auto
and bicycle
parking
Per City Code
Section 9165.3
Per City Code
Section 9165.3
Per City Code Section 9165.3
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August 2026 6-12
CHAPTER 6. DEVELOPMENT STANDARDS

TABLE 6.2

GENERAL DEVELOPMENT STANDARDS
Topic
Mixed-Use Marketplace
(MU-M)
Commercial
Marketplace
(CM) Light Industrial (LI)
DD3a PA1 PA2 PA3
NOTES:
du/ac = dwelling unit per acre; sf = square feet; BR = bedroom a DD3 has been developed with a 300-unit apartment complex project known as Evolve South Bay . b On PA1 only, a General Plan Amendment shall be required to increase the maximum permitted residential density to 80 du/ac. c For developments with residential and commercial horizontal mixed use, maximum commercial FAR shall not be reduced by residential density, and maximum residential density is not reduced by commercial FAR. d Hotel use would only be applicable to PA2.
e For all light industrial uses in PA3, a Specific Plan Amendment shall be required for a FAR below 0.25 for any PA3 parcel or for the entire PA3 area. A Specific Plan Amendment shall be required for a FAR above 0.50 for the entire PA 3 area. f The Community Development Director is authorized to issue an Administrative Permit to approve a decrease in setback requirements not exceeding 10 percent of the setback requirement.
g Outdoor dining, benches, outdoor displays, or any other ancillary uses as approved by the Community Development Director may encroach into the sidewalk area a maximum of 8 feet from the building frontage. h Refer to Sections 5.1.2 and 5.1.4, providing flexibility to reduce or eliminate sidewalks, walkways, and/or parkway widths, subject to Communit y Development Director approval.
i For residential uses, at least 40 percent of common and private open space must be useable for recreation, which is defined as open space that serves a specific function with an average gradient of not more than 5 percent and excludes sidewalks within the public right-of-way. Usable open space excludes space located within roadway setback areas. The recreational areas shall be located within reasonable proximity of t he dwelling units. Usable open space may include but is not limited to: balconies, terraces, roof gardens, children’s playgrounds, pools, clubhouses, BBQ pits, fire pits, seating areas, and landscape areas within or immediately surrounding these open space areas. Walkways and their associated landscapin g that serve no purpose other than connecting these spaces shall not be considered usable open space. j Each bedroom category must address both its minimum size and average size private open space requirements. Any unit that does not meet the minimum requirement will not have any of its private open space counted towards the overall average. No more than 10 percent of 1 BR, 2BR, or 3BR units may provide less than the minimum size requirement. If any bedroom category has a shortfall in average private open space, that shortfall must be replaced by additional usable open space above the required amount at a one -to-one ratio. k Open space includes accessible walkways, landscaping areas, and non- private courtyards. Common areas such as clubhouses, pools , and spas can satisfy up to 50 percent of the common open space requirement. l Refer to Section 6.12 of this Specific Plan for additional guidance on the provision of private storage space. m Refer to Section 6.8 of this Specific Plan for additional guidance on storage space. n Shared parking will be allowed per the Community Development Director’s approval and subsequent to a parking study if deemed necessary by the Community Development Director.
o DD3 has been developed with only residential units (no commercial); therefore, the guest parking requirement is 0.5 spaces/unit. p The Community Development Director is authorized to issue an Administrative Permit to approve a decrease in parking requirements of not more than 10 percent, subject to approval by the Community Development Director of a parking demand study. q Applicant is required to provide a parking study to confirm truck trailer parking is sufficient to support the proposed development. Such study will be reviewed and approved by the Community Development Director. Refer to District at South Bay Planning Area 3 Parking Demand Study, Aug ust 20, 2021.

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August 2026 6-13
CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1
TABLE 6.3

BUILDING HEIGHT DEVELOPMENT STANDARDS
Use Area
Base
Building With Secondary Featuresa With Major Featuresa
Max.

Height
Max.

Height
Max. Width of
Feature (% of
elevation length)
Max.

Height
Max. Width of
Feature (% of
elevation length)
Residential
Multifamilyb n/a 75 feet 75 feet n/a 75 feet n/a
Commercial
Retail n/a 30 feet 42 feet 30% 52 feet 15%
Theater n/a 60 feet 70 feet 80 feet 20%
Hotel n/a 75 feet 79 feet 85 feet 15%
Commercial – Elevated Podiumc,d n/a 85 feet 85 feet n/a 85 feet n/a Light Industrial
E-Commerce/Fulfillment Center >250,000 SF 55 feet 65 feet n/a 65 feet n/a E-Commerce/Fulfillment Center <250,000 SF 50 feet 56 feet n/a 56 feet n/a Distribution Center/Parcel Hub n/a 55 feet 65 feet n/a 65 feet n/a Mixed-Use
Vertical Mix of Uses: Two-Story
Office/Retail over At-Grade
Commercial
10,000–
30,000 SF
35 feet 40 feet 30% 45 feet 30%
Other Vertical Mix of Usesb,c n/a 75–85 feet 75–
85 feet
n/a 75–
85 feet
n/a
Parking
Parking Structuree n/a 45 feet 50 feet n/a 55 feet n/a
Accessory Structures
Accessory Storage maximum height to be determined according to standard for principal use NOTES:
a Major and secondary features are building elements that are added to building faces to provide architectural interest, without adding to interior floor area. Major features are more prominent than secondary features, and are often used to focus visual attention with a vertical element that rises above the base building. Major features may sometimes incorporate secondary features, which are physically connected to them. Where such secondary features are an integral part of the major feature, the overall assemblage can be considered collectively as the major feature, with the height limitation applying to the highest-most point of the assemblage.
b The maximum height of any living space in residential structures cannot exceed 74 feet 11.9 inches, so as not to be classified as a high-rise structure as defined by Los Angeles County Fire Department regulations. c The maximum height for Commercial – Elevated Podium in PA2 and vertically mixed-use buildings is 85 feet when located within 1,000 feet of the Specific Plan Area’s easterly border (loosely defined as the I -405 freeway) as measured along the southern edge of Del Amo Boulevard. For buildings along the northern edge of Del Amo Boulevard or beyond the 1,000-foot area described above, the maximum height is 75 feet. d Commercial – Elevated Podium uses are planned for PA2. e Maximum parking structure height applies to the height of the primary structure only; elevator shafts are excluded. Maximum parking structure height does not apply to on-grade parking under Commercial – Elevated Podium retail.

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August 2026 6-14
CHAPTER 6. DEVELOPMENT STANDARDS

6.3 Common Spaces and Pedestrian
Circulation
The design standards and guidelines for any common space including active and passive open spaces, programmed areas, and/or pedestrian circulation and/or community-serving commercial uses are provided below. The common spaces and pedestrian circulation system are meant to offer employees, residents and visitors of the Specific Plan Area the opportunity for recreational amenities in proximity to the residential, commercial, and light industrial uses within PA1, PA2, and PA3. The exact locations and design for these common spaces will be determined as part of site plan and design review approval process.

6.3.1 General Requirements for Common Spaces and
Pedestrian Circulation
A. Common space shall be located near building entrances and areas of high pedestrian traffic to promote their use and highest functionality.

B. Design for common space should include landscaping with trees, shrubs, and groundcovers. If the space(s) is/are located along permeable walkways or paths, include ample pots and planter boxes that accommodate trees, shrubs, and groundcovers to provide adequate shade and visual interest.

C. Design for common spaces should focus on utilizing permeable hardscaping to reduce water runoff (where appropriate), tree planting, and utilization of light-colored hardscaping to minimize absorbed heat and the resulting urban heat island effect.

D. Pedestrian circulation shall be located primarily along internal roadways and building frontages to provide safe pedestrian crossing and access throughout the 157-Acre Site.

E. Pedestrian circulation should be enhanced with attractive and durable landscape/hardscape treatments to provide a pedestrian-friendly environment.

F. Bike racks shall be provided at convenient locations throughout the 157-Acre Site.

6.3.2 Specific Requirements for Commercial Common Space and Pedestrian Circulation
A. Commercial common space may consist of pedestrian-accessible spaces, including outdoor seating areas, open space, water features, and landscape areas.

B. Commercial common space shall be provided with a minimum of 33 percent shade coverage, which can be provided through shade trees, trellises, gazebos, awnings, or other similar improvements. A minimum of 25 percent of the common space area shall be softscaped with trees and understory plantings, subject to DTSC requirements.

C. In order to enhance the pedestrian environment, commercial common space areas shall contain a minimum of three engaging public functions, such as outdoor seating, artistic features, decorative stone/brick pavement, water features, shade tree canopy, or other similar improvements.

D. Commercial common spaces are not intended to serve as space for outdoor sidewalk sales.

E. Intentionally omitted.

F. Development applications that incorporate commercial common space shall be accompanied by design plans for the areas, specifying location and extent of landscaping, irrigation systems, structures, and circulation (vehicular, pedestrian, and bicycle).

The District at South Bay Specific Plan
August 2026 6-15
CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1

6.4 Landscaping

6.4.1 General Provisions
A. All areas not utilized for parking, buildings, plazas common spaces, or access/circulation should be generously landscaped with trees, drought-tolerant shrubs, and groundcovers.

B. Plantings should be used to enhance ground level and vertical pedestrian circulation areas (i.e., areas with stairs, escalators, and elevators) up to elevated podiums.

C. Landscape treatments (such as tree, shrub, and perennial plantings) should be used to screen the visual impacts of parking areas as well as service, trash, and utility areas.

D. Due to the subsurface constraints of the site (based on the fact that it constitutes a former landfill), large trees shall generally not be permitted to be planted in the soil in the landfill portion of the Specific Plan Area, unless there is certainty that the proposed tree and its location are not determined to pose a threat to the landfill cap by DTSC.

E. For plantings installed at finish grade within the landfill portion of the Specific Plan Area, landscaping shall conform to the DTSC requirements with respect to irrigation and allowable plantings to protect the landfill cap. The landscape palette shall consist primarily of trees/palms (trees shall be containerized or planted on engineered piles when located above the landfill cap), small to medium shrubs, graminoids (grasses, rushes, and sedges), and other plants with fibrous and/or shallow root systems, bulbs, culms, or rhizomes. Tree selection must consider horizontal rooting space and available rooting depth. Trees in pots and raised planters may be used where planting at grade is not feasible. Plantings outside of the landfill perimeter or within the original haul roads do not need to adhere to these restrictions.

F. Site grading shall convey excess water off site. For containerized trees below grade, a subsurface drainage conveyance system will be necessary to convey drainage off site.

G. Any plant listed as invasive by Cal-IPC is prohibited due to their ability to escape and naturalize off site.

For example, pampas grass (Cortaderia sellowiana) and Giant Reed (Arundo donax) are prohibited.

Refer to the approved plant palette located in Appendix A.

H. The approved plant palette includes plants that are native or adapted to the local climate, are not invasive, and can survive with limited amounts of water in accordance with the Plant Palette provided in Appendix A.

I. Irrigation of planting areas shall be kept to a minimum to conserve water and to avoid damaging the landfill cap. Therefore, drip irrigation and a low-water-use native plant palette shall be used to the maximum extent feasible.

J. Recycled water shall be used for irrigation, assuming recycled water is available.

K. Landscaping shall not obscure visual surveillance of common open space, parking areas, or building entries.

L. Per the California Model Water Efficient Landscape Ordinance (MWELO), turf shall not be installed unless used primarily for active or passive recreation. Additionally, turf may not be installed in areas directly above landfill.

M. Turf may be installed in PA3 with the approval of DTSC.

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August 2026 6-16
CHAPTER 6. DEVELOPMENT STANDARDS

6.4.2 Specific Landscape Requirements and Standards
Landscaping within the Specific Plan Area shall conform to the following design standards and requirements:

A. Landscape treatments, such as tree, shrub, and perennial plantings, shall be used to enhance intersection nodes, public rights-of-way, building fronts, pedestrian corridors, and common spaces.

B. Layered landscaping and a mix of native drought-tolerant plants and large containerized trees for shade should be incorporated in the landscape design of at-grade commercial uses. The plant palette should emphasize massing and form rather than individual or small groupings of shrubs and trees, and shall be made in accordance with the Plant Palette provided in Appendix A. • Plantings shall be irrigated with water-efficient permanent automatic irrigation systems and shall conform with the Model Water-Efficient Landscape Ordinance (MWELO). • Plants should be grouped according to their water needs and irrigated separately from other groupings with dissimilar water needs.

C. Tree placement should provide maximum large-tree canopy for shading of parking areas, sidewalks, and outdoor common spaces; however, care should be taken to ensure that trees are of a scale suitable to the surrounding development and that potted plants are used in landfill areas to protect the landfill cap.

This Specific Plan allows for various landscape themes with unique qualities and/or goals to address the diversity of edge conditions and planned uses. These themes are conceptual in nature and, therefore, are not precise and will need to be clarified further during plan submittal. The following is a description of the landscape themes for various areas within the 157-Acre Site and a brief discussion of their design intent. For the conceptual delineation of these themed areas, see Figure 6.2, Concept Landscape Themes. Conceptual landscape themes for the streetscape, including entry monuments, materials, grading, and plantings, shall be prepared to ensure a cohesive development.

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August 2026 6-17
CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1

SOURCES: RGA, AO, ESA, MBI 2026
Figure 6.2 Concept Landscape Themes

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August 2026 6-18
CHAPTER 6. DEVELOPMENT STANDARDS

Vehicular Entries Landscape Theme
Vehicular entries shall have landscaping that clearly distinguishes them from their surroundings. For example, the entrance at Main Street and Lenardo Drive will feature the Enhanced Parkway as described below. To attract attention and create a focal point, vehicle entries shall have planting beds, including ornamental trees, that offer variety and visual interest, and complement the streetscape landscaping. In addition, landscaping at vehicular entries shall be designed to ensure that landscaping does not obstruct vehicular lines of sight.

Figure 6.3, Vehicular Entries Landscape Concept Theme: Main Street at Lenardo Drive (Enhanced Parkway), and Figure 6.4, Vehicular Entries Landscape Concept Theme: Lenardo Drive at Avalon Boulevard, illustrate conceptual designs for vehicular entry landscaping. Similar designs may be used at other Specific Plan Area entries shown in Figure 6.2.

SOURCES: AO, OJB 2026
NOTE: A transit center could potentially be provided on the Enhanced Parkway (refer to Figure 5.1). Illustrations are conceptual in nature. Final landscaping to be determined with the submittal of a Landscape Plan.

Figure 6.3 (Renumbered) Vehicular Entries Landscape Concept Theme: Main Street at Lenardo Drive (Enhanced Parkway)

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August 2026 6-19
CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1

Figure 6.4 (Renumbered) Vehicular Entries Landscape Concept Theme: Lenardo Drive at Avalon Boulevard
Enhanced Parkway Landscape Theme
PA3 would include a 0.62-acre Enhanced Parkway located along Lenardo Drive and the Torrance Lateral, just east of Main Street, as shown in Figure 6.3. The Enhanced Parkway would constitute an approximately 20- to 40-foot-wide linear park and include shade trees, low-water-use native plantings, a meandering pedestrian pathway, and a sidewalk along Lenardo Drive, from Main Street to the western entrance of Building A in PA3. A transit center could potentially be located on the Enhanced Parkway.

Del Amo Boulevard and Main Street Landscape Themes
Del Amo Boulevard and Main Street shall utilize landscaping in the parkways and medians to buffer the proposed residential and/or commercial uses in PA1 from the street and surrounding areas. Landscaping shall include planting of trees and drought-tolerant understory plants to provide maximum shading near roadways and sidewalks. Streetside landscaping shall not include turf. Streetside landscaping should complement the landscape themes of adjacent properties. A comprehensive visual branding for the area will be developed to complement the landscape themes of adjacent properties while maintaining a unique character. Tree grates

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August 2026 6-20
CHAPTER 6. DEVELOPMENT STANDARDS

shall be placed within the sidewalk in the public right-of-way at the discretion of the Community Development Director and the City Engineer.

Freeway Edge Landscape Theme
The freeway edge landscape theme consists of the top bank and slope that parallels the western edge of the I-405 Freeway. This landscape theme also encompasses the Embankment Lot which will be retained by CRA to provide a location for the freeway signage along the I-405 Freeway. Landscaping within the freeway edge landscape theme shall be designed to work in conjunction with signage, building façades, and view fence designs, and should include a wide variety of drought-tolerant understory plantings, such as grasses and trees (Figure 6.6, Conceptual Landscape for Freeway Edge).

Figure 6.6 Conceptual Landscape for Freeway Edge
Lenardo Drive and Stamps Drive Streetscape Landscape Theme The internal streetscape consists of Lenardo Drive and Stamps Drive (see Figure 5.1). Although portions of these streets are located on top of the original haul roads where planting is not restricted, portions of the streets that are not within the original haul roads will be subject to DTSC requirements for landfill properties, including containerized trees and non-woody root system shrubs and ground cover. These internal streets will have landscaped medians and parkways (see Figure 6.7, Internal Streetscape Landscape Theme Concept:

Lenardo Drive South of PA1 and PA2, and Figure 6.8, Internal Streetscape Landscape Theme Concept:

Lenardo Drive along PA3). There shall be continuous shrub and ground-cover plantings in the medians and parkways with vertical planting at an average of every 50 feet along the edges. In addition, in order to protect view corridors and signage visibility, trees may be planted outside the right-of-way, provided that the number of trees is greater than or equal to the number of trees that would otherwise be required in the right-of-way.

Trees may also be clustered, so long as the number of trees planted is greater than or equal to the number of trees that would otherwise be required, and the landscaping complements the rest of the development.

Clustered trees may be placed at entry driveways, on-site drive aisles, and pedestrian plaza entries that face Lenardo Drive. Landscape plans for the median and parkway on public roads must be approved by the City Engineer.

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CHAPTER 6. DEVELOPMENT STANDARDS
01223.0022 2176584.1

SOURCES: AO, OJB 2026
NOTE: Illustrations are conceptual in nature. Final landscaping to be determined with the submittal of a Landscape Plan.

Figure 6.7 Internal Streetscape Landscape Theme Concept: Lenardo Drive South of PA1 and PA2

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CHAPTER 6. DEVELOPMENT STANDARDS

SOURCES: AO, OJB 2026
NOTE: Illustrations are conceptual in nature. Final landscaping to be determined with the submittal of a Landscape Plan.

Figure 6.8 Internal Streetscape Landscape Theme Concept: Lenardo Drive along PA3 Private Drive Streetscape
The private streetscape along the Private Drive within PA3 (see Figure 5.1) is subject to the same DTSC requirements for landfill properties for portions of the street that are not within the original haul roads.

However, planting is not restricted by DTSC-requirements along portions of the Private Drive that are located on top of the original landfill haul roads (which are non-contaminated).

6.4.3 Parking Lots
The parking lots in the Specific Plan Area shall achieve a minimum of 5 percent planting coverage. These parking lots include parking fields and parking drive aisles, all of which shall require landscaping adjacent to parking lots. A decrease by more than 10 percent of the required landscape coverage in parking lot areas will require approval of an Administrative Permit by the Community Development Director. The planting shall consist of tall vertical elements such as canopy trees, large palms, and low-lying shrubs, groundcovers, and grasses provided that they are approved by DTSC. The shrubs and groundcovers should not exceed 3 feet in height at maturity to keep lines of sight clear for vehicles. Planting beds shall be provided at the ends of every parking row, and should be provided within the interior of long parking rows. Parking lot entryways and primary intersection nodes should be treated with special landscape elements, such as special paving, graphic signage, specialty lighting, ornamental trees, or flowering plants to create a sense of place.

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01223.0022 2176584.1
Parking Structure Edge
Parking structure facades (note this excludes Commercial – Elevated Podium, which is addressed below) should be designed with enhanced aesthetic treatments to soften the visual appearance of the structures.

Enhanced aesthetic treatments may include but are not limited to: landscaping, signage, or special treatment of building materials (such as the use of color or patterns) as approved by the City. If parking structures are adjacent and visible to residences, the edge of the structure shall achieve 50 percent coverage of visible concrete surfaces with trees, palms, and/or vines for all land uses except commercial over podium.

Parking at Grade under Podium (Commercial – Elevated Podium) Parking on-grade located under a raised podium (i.e., Commercial – Elevated Podium uses in PA2) shall be an open garage with up to 3-foot-high enhanced treatment of landscaping plant material screen or other screen material (other material up to 50% open) to prevent visible automobile light and glare from spilling onto Lenardo Drive. Openings in the landscape plant material and screen material are permitted to allow pedestrians to conveniently access the garage. Building elevations upon parking structures/areas facing adjacent open parking lots and freeway side service drives/fire lane, may remain open without screening. A fence may be provided at the top of the freeway embankment to screen the view of perimeter parking stalls and to screen the view of open parking under the podium from the top of the embankment.

6.4.4 Channel-Adjacent Slope
There is, and will continue to be, a slope bank along the southern and western edges of the Specific Plan Area immediately adjacent to the access road that serves the Torrance Lateral. Landscaping for this area shall stabilize existing slopes with minimum maintenance and water requirements and shall soften views of the development from the west and south of the Specific Plan Area (Figure 6.9, Conceptual Landscape for Channel-Adjacent Slope). Landscaping for this area shall include drought-tolerant shrubs and groundcovers.

SOURCES: RGA, AO, ESA, MBI 2026
NOTE: Illustrations are conceptual in nature. Final landscaping to be determined with the submittal of a Landscape Plan.

Figure 6.9 Conceptual Landscape for Channel-Adjacent Slope

6.5 Walls, Fences, and Barriers
An objective of this Specific Plan is to ensure the visual compatibility of on-site uses with the existing surrounding residential areas. Rather than a traditional, complete separation of residential from commercial and light industrial uses, walls, acoustical screen barriers, and fences will be incorporated within the Specific Plan Area as needed to provide privacy or noise control.

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This Specific Plan includes various types of walls, fences, and barriers, each with its own purpose and function. Wing walls, screening walls and tubular fencing with acoustical screens are primarily intended to screen the Specific Plan Area from surrounding developments and to prevent noise pollution that may impact surrounding residential areas. As such, these elements should be designed to be opaque and at heights of 6 to 16 feet. Heights of walls or fences may be increased or decreased by a maximum of 1 foot with an Administrative Permit approved by the Community Development Director. Perimeter walls can also be used to screen trash enclosures, utilities, and similar functional uses.

Screening elements should be used to buffer residential uses from roadways as well as commercial uses. As the name implies, however, screening elements do not completely shield residential uses from the remainder of the Specific Plan Area. This Specific Plan is intended to function as an integrated, mixed-use development, and visual connectivity is an important component; therefore, screening elements should consist of a permeable combination of slump or split-faced block, and architectural open-wire tubular fence or tubular wrought iron with landscaping to provide a secure but attractive barrier. Screening elements may also consist entirely of landscaping. Chain-link fencing is only permitted when required by the LA County Flood Control District. Other materials may also be used with approval of the Community Development Director, so long as the design is consistent with the design theme and intent outlined in this Specific Plan. Barbed wire fencing is prohibited.

All screening elements in PA3 shall conform to those specified in this Specific Plan. The standard height of such elements is eight feet. However, due to the proximity to noise-sensitive uses, the height of certain tubular picket fences with acoustic windscreen associated with Buildings A, D, and E have been increased as described below:
a. Building A would include a tubular picket fence with acoustic windscreen up to 16-foot-high that encloses the northern (with a 10-foot-high truck access gate made of solid material such as steel) and western sides of the loading dock area. In addition, the western fence and windscreen structure extends from the beginning of the truck drive aisle at the north to the parking area associated with Building D. Building A also includes a 12- foot-high tubular picket fence with acoustic windscreen on the southern end of the loading dock area (with a 10-foot-high solid truck access gate).
b. Building B includes the 12 -foot-high tubular picket fence with acoustic windscreen around the loading dock area (with a 10-foot-high solid truck access gate). c. Building C (revised to combine Buildings C and E into a single Building C) relocated the truck loading docks from the area between the previous Buildings C and E to the northwest and southeast sides of Building C. Building C includes the 12- foot-high tubular picket fence with acoustic windscreen around the two loading dock areas on the northwest and southeast sides of Building C (with 10- foot-high solid truck access gates), which is the same height as the previously proposed 12- foot-high tubular picket fence with acoustic windscreen s at the southwestern and northeastern areas of the loading docks between the previous Buildings C and E. Therefore, the tubular picket fence with acoustic windscreen heights in the revised design for Building C are the same as were included in the Project Characteristics in the 2022 SEIR for Buildings C and E.
d. Building D includes the 14-foot-high tubular picket fence with acoustic windscreen enclosing the southeastern side of the loading dock area with a 10- foot-high solid truck access gate and also includes a 12-foot-high tubular picket fence with acoustic windscreen enclosing the northeastern side and northwestern side (with a 10-foot-high solid truck access gate) of the loading dock area.

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e. Building E (previously F) includes the 16-foot-high tubular picket fence with acoustic windscreen enclosing the west and southwestern sides of the loading dock area (with a 10-foot- high solid truck access gate), and a 14-foot-high tubular picket fence with acoustic windscreen enclosing the northeastern and northwestern sides of the loading dock area. Building E also includes the 16-foot-high tubular picket fence with acoustic windscreen extending from the Building E loading dock area wall to the edge of the utility lot that is provided for added noise attenuation.

6.5.1 General Provisions
The conceptual locations of walls and fencing, as they relate to the perimeter of the Specific Plan Area, are shown on Figure 6.10, Conceptual Wall Locations. As described in Chapter 7, wall and fence plans must be submitted to and approved by the Community Development Director prior to the issuance of any building permit. The following guidelines/requirements are established to guide the location and treatment of walls and fences.

A. A combination of solid and transparent barriers should be used to separate the residential components of the Specific Plan Area from Del Amo Boulevard and Main Street. Fencing shall be designed with variations using accent elements in combination with pilasters, landscaping, and setbacks to reduce the monotony of fencing design.

B. A maximum 6-foot-high wall or fence may be incorporated for ground-floor screening of residential outdoor space. Other barrier alternatives such as a landscape screen may be used if noise is not a major consideration.

C. Solid walls or tubular picket fencing with acoustic windscreen shall be screened with ornamental trees and plant material at a minimum of 3 feet in height in areas visible from residential uses or common spaces and streets.

D. Drought-tolerant planting should be applied to spaces between a wall or fence and the adjacent sidewalk.

E. Any wall greater than 3 feet tall shall be screened with tall shrub planting, trees, or vines.

F. Landscape treatments shall be applied to spaces between a wall or fence and the adjacent sidewalk.

G. Commercial loading areas shall be screened and located appropriately, where it is feasible, to minimize visual and noise impacts. Wing walls and/or other architectural features may be used for this purpose.

H. The application of materials, colors, textures, and alignment in the design of walls and tubular picket fencing with acoustic windscreen shall be used to relieve visual monotony within at-grade development areas.

I. Light industrial loading areas shall be located appropriately and separated from non-compatible uses by walls to minimize visual and noise impacts. Light industrial loading areas shall incorporate walls as shown in Figure 6.10.

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 6.10 Conceptual Wall Locations

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6.6 Signage
Because of their high visibility, signs are prominent elements of the physical environment of the Specific Plan Area. The signage program proposed by this Specific Plan shall welcome visitors and residents and help users navigate the Specific Plan Area. The sign development standards set forth below are intended to maximize the identification of the Specific Plan Area as a distinct location in a manner that enhances the overall image of the City of Carson.

The number, size, type, and location of all signs proposed for the 157-Acre Site will be governed by a comprehensive sign program for each proposed development within each Planning Area that will provide internal consistency in design style and direction for placement and size of signs, as well as a Master Sign Program for the overall 157-Acre Site (as discussed below). All such comprehensive sign programs will include a way-finding sign program and designs for all Project Name ID signage, which shall be consistent with and/or incorporated into a Master Sign Program adopted for the entire 157-Acre Site (as detailed below).

The comprehensive sign programs for each development within the 157-Acre Site shall also include provisions that ensure that lighting and illuminance from their respective signs shall not significantly intrude upon or impact adjacent residential uses. Each comprehensive sign program must be submitted and approved as part of the initial Site Plan and Design Review approval for any proposed project within the 157-Acre Site (pursuant to Section 7.1.6). Alternatively, if a comprehensive sign program (or components thereof) are submitted subsequently, it shall be reviewed administratively by the Director for consistency with this Specific Plan (along with the appropriate CEQA clearance documentation).
15 The Master Sign Program shall include the design for the Freeway Pylon Signs and the Entry Monuments and Entry Signage. The first project developer within the 157-Acre Site that seeks issuance of building permits for its project shall be responsible to draft the Master Sign Program for the entire 157-Acre Site, prior to issuance of building permits for its proposed project development from the City. If necessary, however, the Master Sign Program may be prepared by the City with assistance from a consultant (with the reasonable costs of the development of same charged back to the developers of any Planning Areas to the extent applicable) .

Regardless, the final Master Sign Program shall be subject to review, comment, and approval from the City.

The Master Sign Program may be adopted in phases with the approval of the City. If the Master Sign Program is adopted subsequent to the adoption of a comprehensive sign program for any development or Planning Area, it shall be consistent with any previously approved comprehensive sign program for such development or Planning Area (except as otherwise agreed to by any applicable developer and/or the City). Otherwise, any comprehensive sign program shall be consistent with the Master Sign Program.

All project sign lighting will be limited as follows:

A. Sign Lighting luminance will not exceed 500 candelas/m 2 luminance at night from 45 minutes after sunset
until 45 minutes prior to sunrise, and 10,000 candelas/m2 during daytime hours from 45 minutes after sunrise until 45 minutes prior to sunset. Sign luminance shall transition smoothly from daytime luminance to nighttime luminance and vice versa.

B. Sign Lighting where sign luminance has the potential to exceed 500 candelas/m2 will include an electronic control mechanism to reduce sign luminance to 500 candelas/m2 at any time when ambient sunlight is less than 100 foot-candles (fc).

15 Signage proposed for the embankment lot (freeway signage) shall be subject to Planning Commission review and approval.

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C. Sign Lighting with external illumination will seek to incorporate design elements to limit the direct view of the light source surface at all exterior light fixtures to ensure that the light source cannot be seen from adjacent residential-zoned properties.

D. If any portion of the illuminated surface of the sign is visible from a residential use within 1,000 feet of said sign at night, then the sign luminance shall be reduced to less than 300 cd/m2 at night.

E. If any portion of the illuminated sign surface is visible from a residential use within 1,000 feet of said sign, sign area and/or sign luminance shall be limited so that the light trespass illuminance is less than

0.74 foot-candles at said residential property line.

F. Sign Lighting illuminance, including freeway pylon sign lighting along the I-405 freeway embankment lot, will not exceed a maximum nighttime brightness of 500 candelas/m2.

G. Sign Lighting glare, with respect to the California Vehicle Code, will not exceed the maximum measured brightness of the light source within 10 degrees from the driver’s normal field of view and shall not be more than 1,000 times the minimum measured brightness in the driver’s field of view, except that when the minimum measured brightness in the field of view is 10 foot-lamberts or less; the measured brightness of the light source in foot-lambert shall not exceed 500 plus 100 times the angle, in degrees, between the driver’s field of view and the light source.

Additional general sign standards are provided in Table 6.4, while conceptual maps of sign location options are shown in Figure 6.11, Conceptual Sign Locations: Option A; Figure 6.12, Conceptual Sign Locations:

Option B; and Figure 6.13, Conceptual Sign Locations: Option C, final sign designs, including designs for any digital signage, may vary and will be provided as part of a comprehensive sign program that shall be reviewed and approved by the Community Development Director.

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TABLE 6.4

SIGN STANDARDS
Sign Typea Maximum Number
Maximum Sign
Dimensions
Notes
Nighttime
Luminanceb,i,j
Height Width Digital Static
Freeway Icon Pylon:
(Options A and B)c,d,e
Double Faced LED,
Digital Display and
Changeable Message
1 88 feet 65 feet The supporting pylon width will be 10 to 25 feet. The 20-foot-high and 60-foot-long LED digital display board with Changeable Message Display and Color Changing Illumination will be attached to sign panels or a sign frame that will be a maximum of 25 feet high and 62 feet wide. The top of the reader board will be located no higher than 88 feet above measured I-405 Freeway elevation. Height is measured from the elevation of I-405 Freeway immediately adjacent to the sign location.

Off-site advertising would be permitted subject to obtaining necessary approvals. 500 cd/m
2 —
Freeway Icon Pylon
(Options A and B)c,d,e
Static or Double-
Faced LED, Digital
Display and
Changeable Message
1 88 feet 48 feet The base width will be 10 feet to 25 feet. If the base is greater than 15 feet, the sign will taper up to 15 feet at top. The sign face will be 14 feet by 48 feet LED digital or static billboard display attached to the pylon. Height is measured from the elevation of the I-405 Freeway immediately adjacent to the sign location.

Off-site advertising would be permitted subject to obtaining necessary approvals.

500 cd/m2 500 cd/m2
Option A (Additional 2 signs, for a total of 4 signs)
Freeway Icon
Pylon
c,d,e
Static
2 88 feet 25 feet The base width will be 10–25 feet. If the base is greater than 15 feet, the sign will taper up to 15 feet at top.

Up to 6 double-sided tenant signs. Tenant signs may be 6 feet by 20 feet each. PA3 Center ID may be placed on pylon.

Height is measured from the elevation of I-405 Freeway immediately adjacent to the sign location.
— 500 cd/m2
Option B (Additional 1 sign, for a total of 3 signs)
Freeway Icon
Pylon
c,d,e
Static or Double-
Faced LED, Digital
Display and
Changeable Message
Allowed
1 88 feet 48 feet The base width will be 10 feet to 25 feet. If the base is greater than 15 feet, the sign will taper up to 15 feet at top. The sign face will be 14 feet by 48 feet LED digital or static billboard display attached to the pylon. Height is measured from the elevation of the I-405 Freeway immediately adjacent to the sign location.

500 cd/m2 500 cd/m2
Option C (Total of 4 signs)
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TABLE 6.4

SIGN STANDARDS
Sign Typea Maximum Number
Maximum Sign
Dimensions
Notes
Nighttime
Luminanceb,i,j
Height Width Digital Static
Freeway Icon
Pylonc,d,e
Double-Faced LED,
Digital Display and
Changeable Message
2 88 feet
(above
grade)
70 feet The supporting pylon width would be 10 to 25 feet. The size of the digital display would comply with applicable State law (currently 20 feet high and 60 feet long). The 20-foot-high x 60-foot-long LED digital display board with changeable message display and color changing illumination may be surrounded by an architectural frame no more than 10 feet to the outer dimensions of the 20-foot x 60-foot LED display face.

Off-site advertising would be permitted subject to obtaining necessary approvals.

Signage would rotate messages at maximum allowed by the Outdoor Advertising Act.

The digital display pylon structure may contain up to six double-sided tenant signs, each 6 feet x 20 feet.
500 cd/m
2 —
Freeway Icon
Pylon
c,d,e
Double Faced LED,
Static, Digital Display
and Changeable
Message
2 88 feet
(above
grade)
70 feet The supporting pylon width would be 10 to 25 feet. The size of the static digital display would comply with applicable State law (currently 20 feet high and 60 feet long). The 20-foot-high x 60-foot-long LED static digital display board with changeable message display and color changing illumination may be surrounded by an architectural frame no more than 10 feet to the outer dimensions of the 20-foot x 60-foot LED display face.

Off-site advertising would be permitted subject to obtaining necessary approvals.

Signage would rotate messages at maximum allowed by the Outdoor Advertising Act. The speed of rotation of static digital displays is slowed to comply with State law.

The static digital display pylon structure may contain up to six double-sided tenant signs, each 6 feet x 20 feet.
— 500 cd/m
2 Project Name ID 4 – PA2 15 feet 45 feet The design, size, and location of the sign shall be determined by the Developer/Applicant(s) in the comprehensive sign program at a later date. b,k
— 500 cd/m2
Project Name ID 3 – PA1 and PA3 15 feet 45 feet The design, size, and location of the sign shall be determined by the Developer/Applicant(s) in the comprehensive sign program at a later date. — 500 cd/m
2 Entry Monument Up to 3 permitted — 1 at
Lenardo Drive & Main St, 1
at Del Amo Blvd & Stamps
Drive, and 1 at Lenardo
Drive & Avalon Blvd
38 feet 15 feet The entry monuments are to provide identity signage for the Specific Plan as a whole and for the developments on each Planning Area. The design, size, and location of the signs shall be determined by the City in one or more Comprehensive Sign Programs submitted by an Applicant at a later date.
— 500 cd/m
2 North Del Amo Entry
Element
2 – DD3 8 feet 12 feet If the signage serves residential development, the sign dimensions shall be no greater than 6 feet high by 8 feet wide. Height is measured from the finished pad. — 500 cd/m
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TABLE 6.4

SIGN STANDARDS
Sign Typea Maximum Number
Maximum Sign
Dimensions
Notes
Nighttime
Luminanceb,i,j
Height Width Digital Static
Parking Garage
Signage and
Commercial –
Elevated Podium Wall
Signage
Multiple – PA2 30 feet 300 feet The multiple letter and graphic signs for tenant names, and static billboard display shall be allowed on parking garage and commercial – elevated podium wall area facing Freeway, Lenardo Drive, and site parking fields with 60 percent maximum wall coverage.
— 500 cd/m
2 Wall-Mounted Project
ID Exteriorf,g
2 – PA2
2 – PA2
7 – PA3
12 feet
8 feet
5 feet

330 feet
230 feet
8 feet
Individual illuminated sign letters located on building walls. — 500 cd/m2 Plaza Project ID
Exterior (Entry SW
and NW corners)
2 – PA2 10 feet 12 or
24 feet
Individual illuminated sign letters. 2 to 4 letters each location at grade level exterior plaza.
— 500 cd/m2
Wall Billboard Exterior 4 – PA2 20 feet 60 feet Static billboards with external front illumination. Billboards allowed to extend above top of building wall. Billboards allowed to convert to digital LED display board in the future. No off-site advertising permitted.
500 cd/m
2 500 cd/m2
Wall Billboard Exterior 2 – PA2 14 feet 48 feet Static billboards with external front illumination. Billboards allowed to extend above top of building wall. No off-site advertising permitted. — 500 cd/m2
Roof Billboard Interior 8 – PA2 10 feet 34 feet Static billboards with external front illumination. Billboards located on roof above top of building wall. No off-site advertising permitted.
— 500 cd/m2
Wall Billboard Interior 1 – PA2 14 feet 48 feet Static billboard with external front illumination. Billboard allowed to convert to digital LED display board in the future. No off-site advertising permitted. 500 cd/m
2 500 cd/m2
Integrated Identity
Architectural Wall
Graphich
6 – PA2 (2) 27 feet
(1) 24 feet
(1) 24 feet
(1) 24 feet
(1) 24 feet
330 feet
265 feet
235 feet
220 feet
105 feet
Painted Specific Plan ID Name integrated into architectural wall vertical fin design — — The District at South Bay Specific Plan
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TABLE 6.4

SIGN STANDARDS
Sign Typea Maximum Number
Maximum Sign
Dimensions
Notes
Nighttime
Luminanceb,i,j
Height Width Digital Static
NOTES:
cd/m2 = candelas per square meter
A Comprehensive Sign Program was approved for PA2 on April 3, 2018, by City of Carson City Council Resolution No. 18- 042 in association with certification of the 2018 SEIR.

The number, area, type and location of wall mounted business ID signs for Planning Areas 1 and 3 shall be determined through the approval of a comprehensive sign program and/or, if applicable, a Master Sign Program. As described in Chapter 7 of this Specific Plan, an increase in sign area and/or number of signs of not more than 10 percent and other than pylon signs, a relocation of sign location or an increase in sign height of not more than 10 percent is allowed with an Administrative Permit.

Except where noted for Freeway Icon Pylons set forth above, no off -site advertising shall be permitted. a All free-standing signs may be double-sided. All digital LED signs may have color changing illumination. b Prior to approval of any Development Plan or comprehensive sign program, a view analysis shall be conducted by sign owners and/or the CRA/City to dete rmine the exact location of the freestanding freeway- oriented signs (i.e., pylon signs) to ensure maximum visibility and maximum us ability of all these signs. The view analysis shall be submitted as part of an application package for City review and approv al. Every effort shall be made to preserve the visibility of the freeway-oriented wall mounted signs for PA2. c The Community Development Director (or a designee) shall also have the authority to select Option A, Option B, or Option C for the Freeway Icon Pylon Signs. d Signage adjacent to a freeway will comply with applicable Caltrans standards and requirements, including the Outdoor Advertis ing Act. e CRA is the owner of the Embankment Lot where all Billboard Signage shall be placed and thus, the CRA shall retain all rights to development of any signage upon the Embankment Lot, unless otherwise granted to developers of the Site pursuant to a Development Agreement approved by the City. f Wall-mounted project ID exterior signs may project above top of building wall. g Only one wall-mounted project ID exterior sign will be permitted for buildings in PA3, except where a building is shared by two tenants. h Integrated Identity Graphics/Murals are not considered signage; they are considered as architectural features, which are excl uded from permitted signage area. i If any portion of the illuminated surface of the sign is visible from a residential use within 1,000 feet of said sign at night, then the sign luminance shall be reduced to less than 300 cd/m2 at night. j If any portion of the illuminated sign surface is visible from a residential use within 1,000 feet of said sign, sign area an d/or sign luminance shall be limited so that the light trespass illuminance is less than 0.74 foot - candles at said residential property line.
k The design, size, and location of the sign shall be guided by approved 2018 Comprehensive Sign Program for PA2.

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 6.11 Conceptual Sign Locations: Option A

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 6.12 Conceptual Sign Locations: Option B

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 6.13 Conceptual Sign Locations: Option C

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6.7 Lighting
The lighting standards set forth herein are intended to establish a design framework to guide all future lighting improvements and meet specific lighting standards for each particular development application and type of use anticipated by the proposed development within each Planning Area. The standards herein define the scale, brightness, direction, and shielding for all lighting installations with respect to any project developed within the 157-Acre Site and are intended to restrict light intensity, minimize off-site impacts, prescribe light control methods, and limit light pole heights. Design of lighting is intended to provide comfortable spaces for people to walk around the 157-Acre Site and ensure the safety of residents, visitors, shoppers, and employees.

A Lighting Palette Guideline, consisting of various lighting styles, is included in Appendix B, The District at South Bay Lighting Palette.

The lighting standards and the resulting lighting improvements and requirements contained herein are based on evaluation of the proposed lighting impact of the proposed developments and signage within the 157-Acre Site on the surrounding community (which are subject to further confirmation through a comprehensive sign program approved for each Planning Area prior to implementation). The lighting standards contained herein are based upon criteria and standard practices established by the Illuminating Engineering Society of North America (IESNA) for measurement and design of light sources, illuminated surfaces, and lighting systems.

All lighting proposed by any development within the 157-Acre Site must comply with the light requirements included in the California Green Building Standards (CALGreen) Code for light trespass illuminance and glare, which requires Building Lighting (defined as all exterior and interior lighting associated with the structure) to be less than 0.74 foot-candles (fc) if visible from a residential property, and limits glare from Building Lighting to less than 30:1 contrast ratio, if visible from a residential property.

Generally, all light sources must be shielded to prevent direct view of high brightness light sources to adjacent off-site properties. The lighting standards contained herein provide for specific control of the direction of light so as to limit glare and any off-site view of glare. These controls are intended to limit the light distribution angle so that light is primarily directed down to the ground or up to a vertical surface. Special event lighting and construction lighting are exempt from these angular criteria if the light is focused to restrict any direct illumination upon adjacent residential properties.

To provide for safe illumination for vehicles and pedestrians traveling within the 157-Acre Site, pole-mounted lights will be required for roads and sidewalks. These pole-mounted lights should be placed in landscape/ parkway strips instead of directly in the sidewalk pavement, when possible. To prevent direct view of these pole-mounted light sources located off-site and to reduce the overall brightness of the 157-Acre Site, the standards establish maximum heights for street and pedestrian lighting fixtures, maximum horizontal illuminance (foot-candles) at the ground level, and average to minimum uniformity ratios for light at the ground level. The lighting standards contained herein define special lighting criteria for parking areas to prevent direct view of lighting fixtures. The recommended criteria are summarized below as a table of measurable numerical criteria based on the various options for the allowed project development within the 157-Acre Site.

Lighting conditions, standards, and light level requirements are presented for the following: pedestrian sidewalks and walkways, perimeter and interior roadways, commercial exterior, office exterior, light industrial exterior, residential exterior, at-grade parking, parking structures/parking under raised podiums, The District at South Bay Specific Plan
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Publicly Accessible Private Open Space, and landscape illumination. Design performance standards are established for each of the above-mentioned components by the following issues and their listed measurable criteria:
• Light level requirements: Task illuminance (foot-candles) • Light control methods: Glare/light distribution (luminaire photometrics) • Visibility: Pole height limits (section diagram)
• Design style or character: Luminaire and pole characteristics, pattern of light, and color of light Two sets of lighting plans are to be drawn, stamped, and signed by a licensed lighting consultant and submitted and approved by the Community Development Director prior to the issuance of any building permits, which shall be in accordance with the standards and requirements set forth herein.

6.7.1 Light Level Requirements
The residential, commercial/retail, light industrial, and publicly accessible private open space uses of the 157- Acre Site will include activities at night, which will require illumination for vehicular and pedestrian access, advertising, and on-site tasks or functions such as deliveries and truck loading, subject to the Mitigation Measures and Project Design Features set forth in the 2022 SEIR MMRP. Each of these activities has a defined light level standard (illuminance, measured in foot-candles) as well as unique color, brightness, pattern, and architectural features. Low-pressure and high-pressure sodium lamps will not be considered for design purposes within these standards. To provide for more aesthetically pleasing environmental conditions, the use of low-pressure and high-pressure sodium lamps is not permitted due to their low correlated color temperature, particularly less than 2,100 Kelvin.

Table 6.5, Light Intensity Standards, summarizes the light intensity levels recommended by the IESNA for safe operation of vehicles and pedestrian security as applied to the proposed development within the 157-Acre Site. Future lighting improvements should meet or exceed these minimum standards to provide adequate light for public access and safety. These standards are the recommended average maintained horizontal illuminance values for each specified use within the 157-Acre Site. As used below, “entrances” refers to entrance areas where lighting is required for entrance identification and “egress lighting” applies to areas where lighting is required for safe path of travel.

Pedestrian Sidewalks and Walkways
The lighting for pedestrian sidewalks and bikeways shall be to a level that increases pathway visibility and safety of pedestrians and bicyclists. Pedestrian-scale lighting should be provided along interior streets, as deemed appropriate by the Community Development Director.

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TABLE 6.5

LIGHT INTENSITY STANDARDS
Specific Use/Area
Location of
Foot-Candles
Foot-Candles (fc)
Average
Uniform Ratio
(min to max fc)
Sidewalks
Residential Pavement or in landscape 0.6 —
Commercial Pavement 1.0 —
Perimeter and Interior Roadways
On-site circulation roads Pavement 1.0 5:1
Entrance roads Pavement 2.0 5:1
Commercial Exterior
Entrances Doorway 5.0 —
Facade floodlighting Building 3.0 to 15 —
Elevated podium building façade lighting Building 3.0 to 15 — Office Exterior
Entrances Doorway 3.0 —
Façade lighting Building 3.0 —
Light Industrial Exterior
Entrances Doorway 0.5 —
Residential Roadways
Roadway Pavement 0.6 5:1
At-Grade Parking
Parking Parking Surface 1.0 15:1
Parking Structures/Parking Under Raised Podiums
Parking Parking Surface 5.0 10:1
Publicly Accessible Private Open Space
Restaurants, performance pavilion, dog park, beer
garden, etc.

0.7 30:1
Landscape
Tree up-lighting Foliage 1.0 —
NOTE: Light Intensity Standards are minimum standards except where range is shown. Pursuant to CALGreen, Building Lighting at the property line is required to be less than 0.74 fc at adjacent residential property lines. Development must comply with CALGreen regulations for light trespass illuminance and glare, which includes limits to glare from Building Lighting to less that 30:1 contrast ratio. If any portion of the illuminated surface of the sign is visible from a residential use within 1,000 feet of said sign at night, then the sign luminance shall be reduced to less than 300 cd/m 2 at night. If any portion of the illuminated sign surface is visible from a residential use within 1,000 feet of said sign, sign area and/or sign luminance shall be limited so that the light trespass illuminance is less than 0.74 foot-candles at said residential property line.

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Perimeter and Interior Roadways
The lighting for perimeter and interior roadways shall provide adequate illumination for safe and efficient vehicular travel and conform to the illumination standards of the American National Standards Institute (ANSI), IESNA. Roadway lighting fixtures shall comply with Backlight Uplight and Glare (BUG) requirements of CALGreen and shall either be equipped with glare shields or be of a full cutoff type reflector system.

Commercial Exterior
The lighting for the exterior of commercial/retail/restaurant buildings and spaces shall be safe and attractive to customers. This can be achieved mainly with entrance accent lighting and targeted façade floodlighting. “Entrances” and “Façade lighting,” as listed in Table 6.5, refer to entrances of dense retail developments with heavy nighttime vehicular and pedestrian traffic.

Office Exterior
The lighting for the exterior of ancillary office spaces shall be to a level that provides security and egress. If the office use is part of a mixed-use building, then the commercial criteria can override the values shown in Table 6.5. “Entrances,” as shown in Table 6.5, refers to entrances that are unoccupied at nighttime, requiring lighting for entrance identification. Egress lighting shall be provided at a level that provides security and safe egress.

Light Industrial Exterior
The lighting for the exterior of light industrial buildings and outdoor spaces within PA3 shall be to a level that provides sufficient security and egress. Light industrial uses will be operational 24 hours per day, 7 days per week. To ensure that this activity does not negatively affect residential uses across the Torrance Lateral, light spillage from the light industrial facilities within PA3, including lighting at loading docks, must comply with the Carson Municipal Code Section 9162.53, which requires that lighting be shielded and directed away from nearby residential properties and streets, as well as the CALGreen BUG and light trespass lighting standards, which limit glare are light trespass. Light fixtures that would be implemented within PA3 in the light industrial areas are shown in Appendix B.

The Building Lighting within PA3 must comply with the requirements of CALGreen, which stipulate the height and shielding of the lighting sources to limit glare visible from any adjacent residential use property.

Residential Exterior
The lighting for the exterior of residential buildings and outdoor spaces shall be to a level that provides security and safe egress. If part of a mixed-use building, then the commercial exterior criteria, as shown in Table 6.5, can be applied to residential uses instead.

At-Grade Parking
The lighting for at-grade parking lots shall be to a level that provides safe movement of vehicles and pedestrians, and the security and safety of customers and employees, as approved by the Los Angeles County Sheriff’s Department. Lighting fixtures for parking lots shall be equipped with spill control and/or with full cutoff capability at light poles at property perimeter with no cut-off at parking field interior poles. Lighting fixture standard height shall not be in excess of what is necessary to meet with recommended minimum illuminance levels identified in Table 6.5.

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Parking Structures/Parking under Raised Podiums
The lighting for parking structures and parking under raised podiums shall be provided at a level that enhances pedestrian safety and visibility; however, lighting of off-street parking areas shall be directed away from nearby residential properties and streets to avoid creation of light trespass nuisances or impacts.

Landscape Illumination
In vertical landscape (i.e., palm and decorative trees with foliage), up-lighting illumination is encouraged.

6.7.2 Light Control Methods
A. Glare/Light Distribution: Offensive or unattractive lighting results from excessive contrast, or glare. Glare conditions usually result from highly visible lamps (light bulbs) within landscape, streetlights, parking, security, or entertainment lighting. Proper design and selection of light fixtures, mounting heights, and placement will control the visibility and perceived brightness of light sources from outside or within the Specific Plan Area and, therefore, limit the perception of glare. The lighting standards establish criteria to control the light output, mounting height, and placement of fixtures to reduce glare.

B. All Parking and Roadway light poles from 12 to 40 feet high shall be in accordance with Section 5.106.8 of the CALGreen Code, which limits light fixture brightness adjacent to the property line of the Specific Plan Area.

C. Pole Height Limits: Light pole height limits shall be as shown in Figures 6.14, Conceptual Site Lighting Exhibit Key Map, through 6.20, Section F – Light Industrial Buildings A and E Loading Dock Lighting, which are required to prevent light trespass from the Specific Plan Area onto adjacent properties. These height restrictions will not eliminate complete visibility of the pole itself. Height restrictions in combination with the shielding and glare control restrictions will decrease visibility of the high brightness lamps within the pole fixtures and will prevent stray light from extending over the property line of the Specific Plan Area. Lighting shall be constructed, shielded, and directed so that adjacent residences are not impacted by light or glare coming from the Specific Plan Area.

6.7.3 Site Lighting Exhibits
Lighting design exhibits as shown on Figures 6.14 through 6.20 demonstrate conceptual lighting design for each area with intended pole locations and heights, and luminaire head orientations. Location of streetlights is subject to the approval of the City Engineer and the Community Development Director and may be placed in either the landscape/parkways or the medians.

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SOURCES: RGA, AO, ESA, MBI 2026
Figure 6.14 Conceptual Site Lighting Exhibit Key Map

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SOURCES: RGA, AO 2026
Figure 6.15 Section A – Del Amo Entrance along Stamps Drive Lighting

SOURCES: RGA, AO 2026
Figure 6.16 Section B – Del Amo Boulevard Lighting

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SOURCES: RGA, AO 2026
Figure 6.17 Section C – Typical Lenardo Drive Lighting

SOURCES: RGA, AO 2026
Figure 6.18 Section D – Private Drive Lighting

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SOURCES: RGA, AO 2026
Figure 6.19 Section E – Freeway Edge (I-405/Specific Plan Area Interface) Lighting

SOURCES: RGA, AO 2026
Figure 6.20 Section F & G – Light Industrial Buildings A and E Loading Dock Lighting

6.8 Drive-through, Service, Trash, and
Utility Areas
A. Stacking lanes for any drive-through food service windows shall accommodate a minimum of eight vehicles.

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B. Stacking lanes for drive-through restaurants shall be visually screened and shall be situated so as to not block any other drive aisle or parking spaces. Stacking lanes may be screened with a combination of ornamental fences, vegetation, and/or decorative walls.

C. Drive-through restaurants should be adjacent to the sidewalk and/or open space and should have pedestrian access from the sidewalk for convenience. However, restaurants should be primarily adjacent to and/or screened by planting areas to conform with the park-like environment.

D. Service, maintenance, storage, and trash areas shall be located in discreet places to the extent feasible while still allowing convenient access for each tenant, and screened with landscaping from adjacent public rights-of-way, public plazas, pedestrian corridors, and building façades.

E. Except as set forth in Section 6.8.C and D, all trash and garbage bins shall be stored in an enclosure and designed to architecturally integrate within the overall design theme of the development. Except as set forth in Section 6.8.C, all exterior trash enclosures shall include a solid roof or canopy.

F. Trash enclosures located in obscured areas such as behind buildings or adjacent to loading areas shall also be screened from view, but the design of the enclosure shall consist of solid fencing only—landscaping and decorative treatments are not required in these areas. At the discretion of the Community Development Director, screening or gates may not be required for trash areas not visible from public streets or pedestrian areas.

G. Trash enclosures shall be constructed of substantial building materials used in the design of the building(s). Gates shall be constructed of durable building materials that screen a minimum of 80 percent of the view of the trash enclosure. Wood or chain-link gates are not permitted.

H. Trash enclosures shall be located on a 4-inch concrete pad screened by a 6-foot-high decorative wall clad with stucco, brick, or with a material that is compatible with the architectural design of the adjacent building. Enclosures shall incorporate an opaque decorative gate, a screened pedestrian access door, and exterior enclosures should have a decorative solid roof or canopy to provide visual screening.

I. Trash enclosure design shall be approved by the Community Development Director prior to issuance of any building permit(s).

J. When nonresidential buildings are to be constructed adjacent to existing residential uses, loading and delivery shall be planned to occur on the side of the building, away from residences when feasible.

Loading and delivery areas shall not be located in a required setback area, with odors to be mitigated by walls and/or setback areas where feasible.

K. Service areas, enclosures, and loading docks shall be designed so that they are not directly visible from a public street or shall be appropriately screened. Screening shall be achieved through a combination of building design, walls, landscaping, and/or siting of outdoor storage areas. Screening shall match the design of the building and the overall landscape design theme of the development.

L. Truck loading docks for each building adjacent to the Torrance Lateral shall be screened from surrounding residents through the use of landscaping and/or sound walls.

M. Truck maneuvering/circulation areas adjacent to residential properties shall be designated to prohibit trucks from parking and idling in these locations, except in approved loading spaces or docks.

N. Outdoor storage enclosures in light industrial areas shall be screened from public view.

6.9 Access and Deliveries
A. All development within the 157-Acre Site shall be accessible via public roads, private roads or access easements.

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B. Short-term parking for delivery of mail, small shipments and other pick-ups/deliveries shall be provided so as not to impede overall circulation.

C. Site circulation and access shall allow for and facilitate emergency access to the site and all buildings within the 157-Acre Site.

6.10 Artistic Features
Artwork is an instrumental feature of this Specific Plan that is intended to create a connection between the public and the Specific Plan Area. Artistic features make spaces more interesting, help to distinguish one place from another by creating landmarks that are easily recognizable, and create a unique shopping, working, and living environments. Artistic features also make public spaces more welcoming. Unless otherwise provided by a Development Agreement entered into by the City with any applicant/developer for any Planning Area or by ordinance approved by the City for any Planning Area or portion thereof, the following artistic feature requirements and guidelines shall apply to all construction within the Specific Plan Area, as further described below:

6.10.1 Artistic Feature Requirements
A. Artistic features within the Specific Plan Area shall be provided for the following:

1. New development having total project costs of $300,000 or more, as determined by the City’s valuation of building permits issued for the development;

2. Expansion of existing buildings or remodeling of existing buildings when any such work has a building permit valuation of $300,000 or more.

B. The artistic features provided within each Planning Area shall have a value equal to 0.5 percent of the total building costs (as determined by the City’s reasonably estimations for building permit valuations), excluding any purchase price for the land, site development (i.e., all site development below the foundation layer/foundation slab; all costs of the foundation slab, BPS improvements, and additional costs required for development above the subsurface layer of the site shall be included in the measurement of the building costs; all other site development shall be excluded from the calculation), off-site requirements, and remediation costs. The value of the artwork shall include the art piece itself and the cost of installation.

C. Artistic features shall be installed concurrently with the construction of each building that triggers the artistic features requirement; or the value of the required artistic features for each building can be consolidated, or banked, and applied to the provision of larger installations that serve multiple buildings.

D. The artistic features requirements shall not apply to reconstruction of structures that have been damaged by fire, flood, wind, earthquake, or other calamity.

6.10.2 General Provisions
A. Artwork siting and its visibility are important design considerations. The artistic features shall be easily visible to the general public and be located in areas specifically designated on the approved building plans. Appropriate locations may include entryways, entry signage, publicly accessible private open space, parks, plazas, pathways, and building exteriors.

B. Installation of the artistic features shall be planned and implemented allow for unobstructed public viewing from as many angles as possible.

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C. The artistic features shall be constructed of permanent materials with a high level of durability and weather resistance and requiring a low level of maintenance.

D. The continued maintenance of the artistic features in the Specific Plan Area shall be the responsibility of the applicable Planning Area developer (and its successors/assigns). Stolen or vandalized art must be replaced or repaired as close as possible to its original form.

E. The artistic features must be designed by artists with experience and knowledge of monumental-scale artwork.

F. All forms of original visual art are encouraged, including but not limited to:

1. Painting of all media, such as portable and permanently affixed works such as murals;

2. Sculptures, which may be in the round, bas-relief, high relief, mobile, fountain, kinetic, electronic, architectural, etc. in any material or combination of materials;

3. Other visual media including but not limited to: prints, drawings, stained glass, artistic lighting, mosaics, photography, clay, wood, metals, paving, plant materials, plastics, or other durable and weather-resistant materials.

G. A wide range of style, materials, and types of artworks is encouraged to assure a balanced and interesting collection.

H. Artwork shall be constructed in a size proportional to the scale of the development.

I. Artwork shall be an integral part of the landscaping and/or architecture of building development within any Planning Area.

J. Exterior artistic features should be adequately lit to be clearly visible from sidewalks during evening hours. Interior artworks should be adequately lit during all hours of public access.

K. Artworks shall be a permanent part of any development within any Planning Area and must remain in place for the life of the development. If any development within the Specific Plan Area is rebuilt or remodeled, the required art shall be re-created according to this Section of the Specific Plan.

When property within the Specific Plan Area is transferred to new owners, they shall be informed of their responsibility to maintain the artwork and surrounding landscaping and lighting and of their inability to remove any existing artwork without written City approval.

6.11 Noise
Noise sources in the proximity of the Specific Plan Area include roadway noise from the San Diego Freeway (I-405 Freeway) and local roadways such as Main Street, which are located east and west of the Specific Plan Area, respectively. Del Amo Boulevard is also a predominant noise source. Traffic on the Harbor Freeway (I-110 Freeway) and Avalon Boulevard also contribute to noise levels at within the Specific Plan Area, although to a lesser degree due to the effect of distance, intervening buildings and topography. Other community noise sources include noise from commercial uses, industrial uses, and residential uses. Refer to the Project Characteristics detailed in the 2021 Draft SEIR. Refer also to 2022 SEIR Mitigation Monitoring and Reporting Program (MMRP) for all Mitigation Measures (MMs) and Project Design Features (PDFs) required under the 2022 SEIR, which shall apply to all development within PA1, PA2, and PA3.

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6.11.1 General Provisions
A. Where residential uses on or off-site are potentially exposed to interior or exterior noise levels greater than those permitted herein or otherwise by CMC Article V, Chapter 5, certification from a licensed acoustical engineer shall be obtained prior to issuance of a building permit to document attenuation to the applicable maximum levels. The exterior standards shall be measured at the closer of the property line of any applicable project within the Specific Plan Area or of the nearest noise sensitive use such as a patio, yard, or landscaped open space.

B. Any loudspeakers associated with the drive-through lanes shall be operated in compliance with the City’s Noise Ordinance.

C. No drive-through service shall be permitted within 300 feet of a residential area unless a sound study determines that the noise impacts to the residential areas have been mitigated to an acceptable level as reasonably determined by the Community Development Director.

D. No noise generating compressors, or other such equipment shall be placed on or near the property line adjoining any residential district or any property used for residential use.

E. Commercial uses shall be designed and operated, and hours of operation limited, where appropriate, so that neighboring residents are not exposed to offensive noise, especially from traffic, trash collection, routine deliveries.

F. Prior to issuance of building permits for any residential development, the project Applicant shall submit a detailed acoustical study demonstrating that all structures will meet applicable City interior noise levels and exterior living area noise levels, in accordance with applicable noise standards and zoning regulations.

1. The study shall be prepared by a City-approved acoustical expert, to the satisfaction of the Community Development Director.

2. The study shall document projected ultimate noise exposure for residential space and shall demonstrate that design plans have incorporated adequate sound attenuation measures to achieve the applicable noise standards.

G. Noise mitigation and proper design may include but shall not be limited to building orientation, sound walls, double- or extra-strength windows, wall and ceiling insulation, and orientation and insulation of vents. Where it is necessary that windows be closed in order to achieve the required level, means shall be provided for ventilation/cooling to provide a habitable environment. 16 H. All light industrial loading dock areas will include concrete block walls and gated access for security and noise attenuation purposes. Such security walls will be between approximate 12 to 16 feet tall to buffer noise-sensitive uses from industrial loading dock areas.

I. Any emergency generators for Buildings A and D within PA3 shall be located at the eastern side of their respective buildings.

J. Intentionally omitted.

K. Intentionally omitted.

L. Construction activity within PA2 and PA3 shall be exempt from the noise limitations imposed under the County of Los Angeles Noise Ordinance, as incorporated into the Carson Municipal Code. Specifically, noise limits set forth in Los Angeles County Code Section 12.08.440 (as amended by Carson Municipal Code Section 5502) and the corresponding penalties in Carson Municipal Code Section 5503 shall not

16 The Specific Plan Area would be subject to the implementation of mitigation measures set forth in the 2022 SEIR Mitigation Monitoring and Reporting Program (MMRP).

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apply within PA2 or PA3. Construction noise levels may be permitted within PA2 and PA3 up to the projected noise levels evaluated in the 2022 SEIR without need for a construction noise variance as required by County Municipal Code Section 12.08.580 (as further amended by Carson Municipal Code Section 5502).

6.12 Energy Conservation
The California Building Energy Efficiency Standards for Residential and Nonresidential Buildings (California Energy Code Title 24, Part 6), referred to as the Title 24 standards, and the CALGreen Code (California Code of Regulations Title 24, Part 11) have codified many ways to reduce energy usage and preserve outdoor and indoor environmental quality. These regulations address lighting, building construction, and heating/cooling systems. Compliance with the California Building Energy Efficiency Standards and the CALGreen Code would result in a reduction of energy usage for any given building or complex. Additional steps can be taken to further reduce the energy usage and reduce operating costs of a building or complex. Development within the Specific Plan Area will meet or exceed the requirements of Title 24 and CALGreen through measures that may include but are not limited to the following:

A. Use of light-colored roofing materials to reflect heat and reduce cooling requirements in residential and retail buildings. Energy Star–labeled roofing materials are encouraged.

B. Installation of Energy Star–labeled appliances (e.g., water heaters) to the greatest feasible extent. Solar, electric (efficiency rating of at least 0.92), or lower-nitrogen-oxide (as defined by the Air Quality Management District) gas-fired water heaters are strongly encouraged.

C. Installation of cool pavement is encouraged to the extent feasible and practicable. 17 D. Participation in programs offered by or sponsored by local utilities.

E. Require food waste and recycling at special events. Before approving permits, require special events to prepare solid waste management plans to include food waste collection and recycling.18,19 F. In both residential and nonresidential development, new construction shall facilitate the installation and use of EV chargers as set forth in the 2022 SEIR MMRP which shall apply to all development within PA1, PA2, and PA3.

G. Promote bicycling as a mode of transportation within the Specific Plan Area. Provide pedestrian, bicycle, and transit amenities in new developments. Comply with the Nonresidential Mandatory Measures of the CALGreen Code.20
H. Promote Tier 1, Tier 2, Green Building Ratings such as LEED, Build It Green/Green Point Rating System, or Energy Star–certified buildings.

I. Encourage and support on-site installation and use of renewable and alternative energy generation systems for residential, commercial, and light industrial uses, including solar power (i.e., photovoltaic and thermal). Energy storage, microgrids, geothermal, biomass, and fuel cells.21,22 All light industrial

17 Only applicable to PA1 and PA3.
18 South Bay Cities Council of Governments, Climate Action Plan, City of Carson, 2017, https://ci.carson.ca.us/content/files/pdfs/planning/CAP.pdf. 19 Only applicable to PA1 and PA3.
20 Only applicable to PA1 and PA3; PA2 applicability is limited to the Title 24 efficiency standards effective at the time that construction began.
21 South Bay Cities Council of Governments, Climate Action Plan, City of Carson, 2017, https://ci.carson.ca.us/content/files/pdfs/planning/CAP.pdf. 22 Only applicable to PA1 and PA3.

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buildings shall implement a combination of sky lights and solar photovoltaic (PV) infrastructure such that a minimum of 25 percent of the rooftops will include solar PV arrays at buildout (applicable to uses in PA3) as set forth in the 2022 SEIR MMRP which details all Mitigation Measures (MMs) and Project Design Features (PDFs) required under the 2022 SEIR that apply to all development within PA1, PA2, and PA3.

J. Promote water conservation through methods such as implementation of low-flow toilets, low-flow showerheads, low-flow fixtures and other water-saving appliances.

K. Reclaimed water shall be used for non-potable water needs, if feasible.

L. Encourage tree planting that maximizes shading to reduce the urban heat island effect.23,24 M. Encourage ridesharing and carpooling by requiring each light industrial tenant to have a designated coordinator to oversee a carpool match or other ride-share program for the facility.

6.13 Residential Unit Requirements

6.13.1 Private Storage Space
A. Private Storage Space. Residential units within the PA1 (and potentially PA2, with the approval of an Administrative Permit) developed at densities of 25 units per acre or less shall have at least 200 cubic feet of enclosed, weather-proofed, and lockable storage space for the sole use of the unit owner. Units within the Specific Plan Area developed at densities over 25 units per acre shall have at least 100 cubic feet of private storage space as described below:

1. Such space may be provided within individual storage lockers, cabinets, or closets, and may be split among two locations. Moreover, it is the intention of this standard to require space over and above what is normally associated with the day-to-day functioning of the unit, such as guest, linen, or clothes closets or food pantries that are customarily within the unit. Thus, while providing such private storage space within the limits of the unit is not precluded, it shall be over and above that which would otherwise be provided within the unit.

2. If such space is located within a common area within the Specific Plan Area, the residential association shall be responsible for the care and maintenance of the exterior surface of the space in order to ensure that the surface is maintained in a manner compatible with the architectural treatment of the development project. Regardless of the location, the precise architectural treatment of such space shall be approved by the Planning Division to ensure that such areas are safe, convenient, and unobtrusive to the functional and aesthetic qualities of the development project.

23 South Bay Cities Council of Governments, Climate Action Plan, City of Carson, 2017, https://ci.carson.ca.us/content/files/pdfs/planning/CAP.pdf. 24 Only applicable to PA1 and PA3.

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INTENTIONALLY BLANK

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CHAPTER 7
Implementation

7.1 Review and Approval Process
Approvals for any development within The District at South Bay Specific Plan Area shall be subject to the review authority and review processes set forth in this section. Unless subject to site plan and design review as indicated in Section 7.1.6, Site Plan and Design Review, uses that are “automatically permitted uses” or marked as “P” in Table 6.1, Permitted Uses, shall not require any discretionary approval under this Specific Plan. Carson Municipal Code (CMC) Article IX, Chapter 1, and, as applicable, Chapter 1A, shall apply to matters not covered in this Specific Plan. If there is any conflict between the provisions of this Specific Plan and CMC Article IX, Chapter 1, and, as applicable, Chapter 1A, the provisions of this Specific Plan shall control. Unless otherwise set forth below, to be valid, any appeal must be filed with the City Clerk in accordance with the provisions of CMC Section 9173.4, attached as Appendix C, within 15 days of the decision upon which the appeal is made, and failure to timely file an appeal is a failure to exhaust administrative remedies. Except as set forth in this Chapter 7, all appeals shall be governed by the provisions of CMC Section 9173.4. All decisions shall automatically become final unless a valid appeal is timely received. Notice of public hearings shall be provided, and hearings held in accordance with the provisions of the CMC. All items appealed shall be heard at the next available Planning Commission meeting or City Council meeting, as applicable.

7.1.1 Subdivisions
Unless specifically provided for in this Specific Plan, the regulations set forth in CMC Article IX, Chapter 2 (Subdivision Regulations), shall apply to all Divisions of Land hereafter made of property within the Specific Plan Area. Any (a) lot merger or (b) minor lot line adjustment between two or more existing adjacent parcels, where the land taken from one parcel is added to an adjacent parcel, and where a greater number of parcels than originally existed is not thereby created, shall not be deemed to be a Division of Land pursuant to the Subdivision Regulations and shall instead be approved, consistent with the California Subdivision Map Act, Government Code Section 66400 et seq. (Subdivision Map Act), and a certificate of compliance may be issued upon the approval of such lot merger or lot line adjustment by the Community Development Director.

7.1.2 Residential Condominiums
The regulations set forth in CMC Article IX, Chapter 3 (Standards and Criteria for Residential Condominiums), shall not apply to residential condominiums within this Specific Plan.

7.1.3 Review Authority
This Specific Plan shall be administered by the City Council, the Planning Commission, and the Community Development Director (each a “Review Authority”). The authority of each Review Authority with respect to The District at South Bay Specific Plan
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each discretionary action described in this Section 7.1 shall be as set forth in Table 7.1, Decision and Appeal Authority of Each Review Authority.

TABLE 7.1

DECISION AND APPEAL AUTHORITY OF EACH REVIEW AUTHORITY
Type of Permita
Decision and Appeal Authority
Community Development Director Planning Commission City Council Specific Plan Amendment Recommend Recommend Decision
Specific Plan Adjustment Decision Appeal —
Administrative Permit Decision Appealc —
Site Plan and Design Reviewb Recommend Decision Appeal
Conditional Use Permit Recommend Decision Appeal
Uses Permitted with Specific Conditions Decision Appealc — NOTES:
a When a site plan and design review, conditional use permit, administrative permit, or permit with specific conditions application is processed in conjunction with a Specific Plan Amendment, then notwithstanding this Table 7.1, the determination of the Review Authority and the process for consideration and approval may, at the discretion of the Community Development Director, be determined pursuant to Section 7.1.10, Concurrent Entitlement Consideration with Specific Plan Amendment. b If the proposed new construction or modification has an estimated valuation of $250,000 or less, site plan and design review may be approved administratively by the Community Development Director (no public hearing), with right of appeal to the Planning Commission and then the City Council.
c The appeal may only be initiated by the applicable applicant.

7.1.4 Specific Plan Amendments
Amendments to this Specific Plan shall be processed in accordance with the applicable provisions of State law provided in California Government Code Section 65450 et seq. The procedure in CMC Section 9172.11 shall be followed for hearing, notice and decision of an amendment to the Specific Plan by the Planning Commission and City Council. Each request for amendment shall specify the sections or portions of the Specific Plan that are affected by the amendment. Consideration of a Specific Plan amendment may be initiated by the Planning Commission or the City Council or upon the written request of any person, consistent with CMC Section 9172.11.

The following changes to PA3 vehicle and truck parking require a Specific Plan Amendment, pursuant to this Section:
a) An increase in the total number of vehicular and/or van parking spaces attributable to the warehouse/logistics based light industrial uses proposed throughout all of PA3 (i.e., increase in total van/vehicle parking spaces for Buildings A-E) by more than 10 percent. This limitation shall not apply to an increase in parking stalls for any office or other non-warehouse/logistics uses proposed at PA3; b) An increase in the total number of vehicular and/or van parking spaces attributable to the warehouse/logistics based light industrial uses by more than 10 percent within any individual PA3 building or parcel. This limitation shall not apply to an increase in parking stalls for any office or other non-warehouse/logistics uses proposed in any single PA3 building or parcel; c) An increase in the total number of truck parking stalls by more than 20% for the light industrial uses proposed throughout all of PA3 (i.e., total number of truck stalls for Buildings A-E).

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d) An increase in the total number of truck parking stalls by more than 20% for any individual light industrial building or parcel located within PA3.

As part of an application for a Specific Plan Amendment to change the amount of parking as described above, the Applicant must include a site plan showing how the changes relate to the entire PA3 master planned area.

A Specific Plan Amendment shall be required for FAR below 0.25 for any parcel within PA3 or for the entire PA3 area.

A Specific Plan Amendment shall be required for FAR above 0.50 for the entire PA3 area.

Specific Plan Adjustments
Notwithstanding the foregoing, the Community Development Director shall be entitled to issue an “Adjustment” to any terms, provisions, regulations, standards, or conditions contained in this Specific Plan, following a written finding confirming that the proposed Adjustment satisfies each of the following requirements, in addition to any other required Specific Plan findings that may be required (such findings to be issued by the Director unless determined by the Director that such review shall require Planning Commission or City Council review and approval):
(a) That there are special circumstances applicable to the proposed project upon the 157-Acre Site that make the strict application of the terms, regulations, and provisions of this Specific Plan impractical; (b) That in granting the Adjustment, the Director has imposed project requirements and/or decided that the proposed Adjustment substantially complies with all applicable Specific Plan regulations, terms, and conditions;
(c) That in granting the Adjustment, the Director has considered and found no detrimental effects of the Adjustment on surrounding properties and public rights-of-way; and (d) That the Adjustment incorporates mitigation measures, monitoring of measures when necessary, or alternatives identified in the environmental review that would mitigate the negative environmental effects of the project, to the extent physically feasible.

7.1.5 Administrative Permits
A. Authority
An Administrative Permit is required (i) to approve those uses specifically identified as requiring an Administrative Permit in Table 6.1, Permitted Uses, of this Specific Plan and to verify compliance with the regulations, standards, and requirements of this Specific Plan, or (ii) where a minor change, deviation or modification is requested to the regulations, standards, and requirements herein. The Community Development Director shall review the application for Administrative Permit with particular attention to the location, design configuration, and operational characteristics of the proposed development and other land uses that would be developed under this Specific Plan. The action on an Administrative Permit by the Director is ministerial; therefore, and Administrative Permit is not subject to CEQA and does not require public notice or a hearing.

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B. Minor Deviations
The Community Development Director is authorized by Administrative Permit to approve a minor change, deviation or modification to the provisions under this Specific Plan to allow the following:

1. A decrease in setback requirements not exceeding 10 percent.

2. Height of walls or fences to be increased by a maximum of 1 foot.

3. Expansion or reduction of the net acreage covered by a given Planning Area within the Specific Plan Area by a maximum of 10 percent (and accompanying expansion or reduction of the net acreage covered by a given Land Use Category).

4. A decrease of not more than 10 percent in landscape coverage in parking lot areas.

5. An increase in sign area and/or number of signs of not more than 10 percent and/or a relocation of sign location or an increase in sign height of not more than 10 percent.

6. A decrease in parking requirements of not more than 10 percent, subject to approval by the Community Development Director following receipt of a parking demand study.

7. A change in exterior color from the approved color for the exterior of any improvement.

8. Other minor changes, deviations or modifications of a similar nature to those listed above, which are deemed minor by the Community Development Director, including (i) minor changes, deviations or modifications to landscape materials, signage, wall materials, wall alignment, entry design and streetscape design, and (ii) minor modifications to the development standards, design standards and guidelines set forth in Chapters 6 and 7 of this Specific Plan, provided such changes, deviations or modifications pursuant to either clause (i) or (ii) above do not exceed 10 percent of the applicable standard, and are consistent with the intent of the design guidelines and this Specific Plan.

C. Procedure

1. Decisions by Community Development Director on Administrative Permits Except as set forth in Section 7.1.5.C.2 (below), all Administrative Permit applications shall be decided by the Community Development Director and, notwithstanding any provision of the CMC to the contrary, without a public hearing. In reviewing any application for an Administrative Permit, the Director shall initially perform a CEQA check to determine whether environmental review under CEQA is necessary, and if so, shall refer the application to the Planning Commission for discretionary review. Any Applicant may appeal the determination of the Director to the Planning Commission.

2. Referral to Planning Commission
The Community Development Director may refer any Administrative Permit application for a public hearing before the Planning Commission that the Community Development Director determines is inconsistent with the regulations, standards, and requirements hereunder or could pose environmental impacts not previously studied in the 2022 SEIR.

7.1.6 Site Plan and Design Review
A. Applicability
Site plan and design review is required for (i) all projects within the Specific Plan Area for which a building permit is required (including all exterior alterations or exterior installations for an existing building); (ii) the erection, replacement, or alteration of signage not in conformance with an approved comprehensive sign program and/or Master Sign Program; (iii) landscaping associated with any project development / construction and alterations thereto.

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01223.0022 2176584.1
B. Process
For all matters for which site plan and design review is required, a development plan, as defined in CMC Section 9191.184, shall be submitted to the Carson Planning Division. If site plan and design review and an administrative permit are required for any development or use, the administrative permit shall automatically issue without further action of the City upon approval by the City of the site plan and design review. Notwithstanding the foregoing, it is recognized that the conceptual site plan shown in Figure 4.1 in this Specific Plan, the internal streetscape and vehicular and multi-modal circulation concepts (Figures 5.1 through 5.15), the infrastructure concept plans (Figures 5.16 through 5.18), the landscape theme areas (Figures 6.2 through 6.9), conceptual wall locations (Figure 6.10), conceptual sign locations (Figures 6.11 through 6.13) and site lighting (Figures 6.14 through 6.20) diagrams are conceptual only, and other solutions, locations, and/or concepts may be proposed and reviewed during the site plan and design review process without requiring a Specific Plan amendment.

C. Authority
The Community Development Director shall review each application for site plan and design review and make a recommendation to the Planning Commission for action on the development plan/modification. If the development plan/modification complies with all applicable requirements and standards of this section and other laws and regulations, and the Planning Commission finds that the criteria of Section 7.1.6.D are adequately met, or can be met if specified conditions are observed, the development plan shall be approved, subject to such specified conditions. If the Planning Commission finds that the proposal cannot meet and cannot be modified to meet the requirements of this section and the above criteria, the development plan shall be disapproved. In all cases, findings shall be made concerning the grounds for approval or disapproval. Notice of the decision by the Planning Commission shall be given as provided in CMC Section 9173.32. Any change, modification to, or deviation from a development plan approved in accordance with the site plan and design review procedures set forth in this Section 7.1.6, Site Plan and Design Review, shall be processed pursuant to an administrative permit application pursuant to Section 7.1.5.

D. Required Findings
In acting to approve or conditionally approve an application for site plan and design review, the Planning Commission shall make the following findings:

1. That the development plan is in conformity with the applicable permitted uses and development standards set forth in Tables 6.1, Permitted Uses, and 6.2, General Development Standards, of this Specific Plan, and is in substantial conformity with the applicable common space; landscape; walls and fences; signage; lighting; service, trash, and utility areas; artistic features; noise; energy conservation; and residential unit provisions set forth in Chapter 6, Development Standards, of this Specific Plan;

2. That the development plan is in substantial conformity with all applicable development standards set forth in Chapter 6, Development Standards, of this Specific Plan;

3. That the development plan is compatible with the General Plan and this Specific Plan; and

4. That the proposed use and development will be compatible with the intended character of the Specific Plan Area.

7.1.7 Conditional Use Permits
Applications for the uses set forth in Table 6.1, Permitted Uses, p. 6-3 of this Specific Plan, that require approval of a conditional use permit shall be processed in accordance with the provisions of CMC The District at South Bay Specific Plan
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Section 9172.21, except that, in addition to the findings required under Section 9172.21, the following additional findings shall be made:

A. That the development is compatible with the General Plan and this Specific Plan and substantially complies with the development standards and guidelines set forth under Chapter 6, Development Standards of this Specific Plan;
B. That the site is adequate in size, shape, topography, location, utilities, and other factors to accommodate the proposed use and development;
C. That the proposed use and development substantially complies with the intent and applicable goals and policies of this Specific Plan; and
D. That the proposed use and development will be compatible with the intended character of the Specific Plan Area.

7.1.8 Intentionally Omitted.

7.1.9 Other Considerations

1. Prior to the issuance of any building permit, a report on the internal circulation system for the proposed improvements/development shall be submitted by the Applicant to and approved by the Traffic Engineer.

The internal roadways, drive aisles, on-site intersection spacing, access openings, sidewalks, and pedestrian and bike paths shall be constructed pursuant to the approved report.

2. A public safety plan that addresses on-site security for each PA within the Specific Plan Area shall be submitted for approval by the City with consultation with the Los Angeles County Sheriff’s Department prior to the issuance of any building permit for vertical construction.

3. No residential building permits for PA1 or PA2 shall be granted until DTSC has issued its consent or non- objection to the development of residential uses in such location based upon the RAP.

4. Prior to issuance of any grading or building permit, a construction truck traffic routing plan shall be submitted to and approved by the Traffic Engineer. The truck traffic routing plan shall emphasize routes that would avoid residential areas.

5. The Applicant shall submit two sets of lighting plans drawn, stamped, and signed by a licensed lighting consultant. Such plans are to be approved by the Community Development Director prior to the issuance of any building permit.

6. The Applicant shall submit two sets of landscaping and irrigation plans, drawn, stamped, and signed by a licensed landscape architect. Such plans are to be approved by the Community Development Director prior to the issuance of any building permit.

7. Wall and fence plans must be submitted to and approved by the Community Development Director prior to the issuance of any building permit.

8. Applications for a comprehensive sign program shall comply with the procedures established by Section 6.6, Signage.

9. Prior to issuance of building permits for residential units, unless determined by the Community Development Director, the Applicant shall submit a detailed acoustical study demonstrating that all project structures will meet applicable city interior noise levels and exterior living area noise levels, in accordance with applicable noise standards and zoning regulations.

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01223.0022 2176584.1

10. Notwithstanding the provisions of CMC Section 9173.1, if the City has taken a final action to deny an application, the same application or substantially the same application shall not be submitted within a 6- month period without the consent of the Community Development Director.

7.1.10 Concurrent Entitlement Consideration with Specific Plan Amendment
Notwithstanding any other provision of Table 7.1, Decision and Appeal Authority of Each Review Authority, when a site plan and design review, comprehensive sign program, conditional use permit, administrative permit, or permits issued with specific conditions application is processed in conjunction with any Specific Plan Amendment, then the matter may be considered concurrently with consideration of the Specific Plan Amendment. If the Community Development Director so elects, the Planning Commission shall not be a decision Review Authority but instead shall make a recommendation to the City Council as to all related items concurrently with its recommendation on the Specific Plan Amendment, and the City Council shall be the decision Review Authority.

7.2 Infrastructure and Remediation Financing
The 157-Acre Site comprises a former landfill, which requires remediation and infrastructure development as a condition to any vertical project development. Such remediation and infrastructure may be financed through a combination of public and private funds (from each developer/Applicant, the terms of which shall be subject to negotiation between the Carson Reclamation Authority [as the owner and responsible party for the landfill conditions]). Financing mechanisms could include but are not limited to community facilities districts, developer- constructed facilities in lieu of fee payment, and state and federal funding that may become available.

7.3 Phasing
Construction work upon the 157-Acre Site is anticipated to begin in 2026 and will be completed in phases, with the intent for final buildout of the full 157-Acre Site in 2029. The District at South Bay will be developed in phases in coordination with implementation of the approved RAP approved by and subject to the oversight of DTSC. The principal phases of construction include implementation of the RAP, on-site and off- site infrastructure construction, and vertical construction of each PA (which themselves may be phased).

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0. IMPLEMENTATION

INTENTIONALLY BLANK
01223.0022 2176584.1
Appendix A
The District at South Bay
Plant Palette

The District at South Bay Specific Plan
May 2022 Draft A-1
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE
01223.0022 2176584.1
TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Trees
Acacia decurrens Green Wattle AL
Acacia farnesiana Sweet Acacia L
Acacia pendula Weeping Myall L
Acacia retinodes Water Wattle L
Acacia smallii NCN L
Aesculus californica California Buckeye AL
Agonis flexuosa Peppermint Tree M
Angophora costata Gum Myrtle L
Arbutus x ‘Marina’ Marina Strawberry Tree L
Arbutus unedo Strawberry Tree L
Cassia Spectabilis Crown of Gold Tree M
Ceanothus arboreus Feltleaf Ceanothus L
Ceanothus ‘Ray Hartman’ NCN AL
Ceanothus thyrsiflorus Blue Blossom AL
Ceratonia siliqua Carob Tree AL
Cercidium spp & cvs Palo Verde L
Cercis occidentalis Western Redbud L
Chilopsis linearis Desert Willow L
Chitalpa tashkentensis Chitalpa L
Cupressus arizonica Arizona Cypress L
Cupressus glabra Smooth Arizona Cypress L
Cupressus macrocarpa Monterey Cypress L
Cupressus sempervirens Italian Cypress L
Dracaena draco Dragon Tree L
Feijoa sellowiana Pineapple Guava L
Geijera parviflora Australian Willow L
Juglans californica S. California Black Walnut AL
Juniperus chinensis ‘Torulosa’ Hollywood Juniper L
Juniperus virginiana Eastern Redcedar LM
Laurus nobilis Sweet Bay L
Leptospermum laevigatum Australian Tea Tree AL
Leptospermum scoparium New Zealand Tea Tree LM
Lophostemon conferta & cvs Brisbane Box M
Lyonothamnus floribundus & var. Catalina Ironwood AL
Melaleuca armillaris Drooping Melaleuca L
Melaleuca linariifolia Flaxleaf Paperbark L
Melaleuca quinquenervia Cajeput Tree L
Melia azedarach & cv Chinaberry AL
Pinus canariensis Canary Island Pine L
The District at South Bay Specific Plan
May 2022 Draft A-2
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE

TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Pinus eldarica Afghan Pine L
Pinus halepensis Aleppo Pine AL
Pinus pinea Italian Stone Pine L
Pinus radiata Monterey Pine AL
Pinus torreyana Torrey Pine AL
Pittosporum phillyraeoides Willow Pittosporum L
Platanus racemosa Western Sycamore M
Prunus caroliniana Carolina Laurel Cherry L
Punica granatum & cvs Pomegranate L
Quercus agrifolia Coast Live Oak AL
Quercus douglasii Blue Oak AL
Quercus engelmannii Mesa Oak AL
Quercus ilex Holly Oak L
Quercus lobata Valley Oak L
Quercus suber Cork Oak L
Robinia ambigua & cvs Locust L
Sambucus caerulea Blue Elderberry AL
Vitex angus-castus Chaste Tree L
Yucca gloriosa Spanish Dagger L
Palms
Brahea armata Blue Hesper Palm L
Brahea edulis Guadalupe Palm L
Butia capitata Pindo Palm L
Phoenix sylvestris Silver Date Palm M
Phoenix dactylifera Date Palm L
Trachycarpus fortunei Windmill Palm L
Shrubs and Vines
Acacia cultriformis Knife Acacia AL
Acacia cognata ‘Cousin Itt’ River Wattle M
Acacia farnesiana Sweet Acacia L
Acacia redolens Prostrate Acacia VL
Acacia retinodes Water Wattle L
Aesculus californica California Buckeye AL
Arbutus unedo ‘Compacta’ Dwarf Strawberry Tree L
Arctostaphylos densiflora & cvs Sonoma Manzanita L
Arctostaphylos edmundsii Little Sur Manzanita L
Arctostaphylos hookeri Monterey Manzanita L
Artemisia arborescens Shrubby Wormwood AL
Artemisia californica & cvs California Sagebrush AL
Artemisia ‘Powis Castle’ NCN AL
The District at South Bay Specific Plan
May 2022 Draft A-3
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE
01223.0022 2176584.1
TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Bambusa oldhamii Giant Timber Bamboo M
Bougainvillea species & cvs Bougainvillea LM
Caesalpinia species Bird-of-paradise Bush L
Carpenteria californica Bush Anemone L
Cassia artemisioides Feathery Cassia L
Cassia nemophila Desert Cassia L
Cassia odorata Spreading Cassia L
Cassia phyllodinea Silvery Cassia L
Ceanothus arboreus Feltleaf Ceanothus L
Ceanothus ‘Concha’ NCN L
Ceanothus ‘Dark Star’ NCN AL
Ceanothus ‘Frosty Blue’ NCN AL
Ceanothus gloriosus & cvs Point Reyes Ceanothus AL
Ceanothus griseus & cvs Carmel Ceanothus AL
Ceanothus impressus Santa Barbara Ceanothus L
Ceanothus ‘Joyce Coulter’ NCN AL
Ceanothus ‘Julia Phelps’ NCN AL
Ceanothus maritimus & cvs Maritime Ceanothus AL
Ceanothus ‘Ray Hartman’ NCN AL
Ceanothus thyrsiflorus & cvs Blue Blossom Ceanothus AL
Ceanothus ‘Yankee Point’ Yankee Point Ceanothus M
Cercis occidentalis Western Redbud L
Chilopsis linearis Desert Willow L
Cotoneaster horizontalis Rock Cotoneaster L
Dendromecon species Bush Poppy AL
Dodonaea viscosa Hopseed Bush LM
Elaeagnus pungens Silverberry L
Encelia californica California Encelia AL
Eucalyptus lehmannii Bushy Yate AL
Feijoa sellowiana Pineapple Guava L
Fremontodendron species & cvs California Flannel Bush AL Garrya elliptica Coast Silktassel AL
Grevillea species & cvs Grevillea L
Hakea suaveolens Sweet-scented Hakea L
Hardenbergia violacea False Sarsaparilla L
Jasminum species Jasmine LM
Juniperus chinensis & cvs NCN L
Juniperus sabina & cvs Savin Juniper L
Juniperus scopulorum & cvs Rocky Mountain Juniper L
Keckiella species Native Penstemon AL
The District at South Bay Specific Plan
May 2022 Draft A-4
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE

TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Lantana camara Yellow Sage LM
Lavandula species & cvs Lavender L
Lavatera species Mallow AL
Leonotis leonurus Lion’s Tail L
Leptospermum laevigatum Australian Tea Tree AL
Leptospermum scoparium New Zealand Tea Tree LM
Leucadendron salignum ‘Blush’ Blush Leucadendron L
Leucophyllum species & cvs Cenizo L
Lupinus albifrons Silver Lupine L
Lupinus arboreus Coastal Bush Lupine AL
Macfadyena unguis-cati Cat’s Claw L
Mahonia aquifolium Oregon Grape M
Mahonia ‘Golden Abundance’ NCN L
Mahonia nevinii Nevin Mahonia L
Mahonia pinnata & cvs California Grape L
Malosma laurina Laurel Sumac AL
Melaleuca armillaris Drooping Melaleuca L
Melaleuca nesophila Pink Melaleuca AL
Myrica cerifera Wax Myrtle M
Myoporum laetum & cvs NCN L
Myrica californica Pacific Wax Myrtle LM
Myrtus communis & cvs True Myrtle L
Parthenocissus ticuspidata Boston Ivy M
Philodendron xanadu Philodendron M
Phormium tenax `Bronze` Bronze New Zealand Flax L
Plecostachys serpyllifolia NCN L
Plumbago auriculata Cape Plumbago L
Polygonum aubertii Silver Lace Vine L
Prunus caroliniana cvs Carolina Laurel Cherry L
Punica granatum & cvs Pomegranate L
Rhus integrifolia Lemonade Berry AL
Rosa banksiae Lady Banks’ Rose LM
Rosa floribunda ‘Iceburg’ Iceburg Climbing Rose M
Rosmarinus officinalis & cvs Rosemary L
Salvia apiana White Sage AL
Salvia clevelandii & cvs Cleveland Sage AL
Salvia leucantha Mexican Bush Sage L
Salvia leucophylla Purple Sage AL
Salvia mellifera & cvs Black Sage AL
Santolina species Lavender Cotton L
The District at South Bay Specific Plan
May 2022 Draft A-5
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE
01223.0022 2176584.1
TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Stephanotis floribunda Madagascar Jasmine M
Trachelospermum jasminoides Star Jasmine M
Tecomaria capensis Cape Honeysuckle LM
Teucrium chamaedrys NCN LM
Teucrium fruticans Bush Germander L
Vitex agnus-castus Chaste Tree L
Westringia spp. Coast Rosemary L
Wisteria floribunda Japanese Wisteria M
Ground Covers
Acacia redolens & cvs NCN L
Achillea millefolium Common Yarrow L
Arctostaphylos ‘Emerald Carpet’ NCN L
Arctostaphylos ‘Pacific Mist’ NCN L
Arctotheca calendula Cape Weed LM
Artemisia californica & cvs Prostrate California Sagebrush AL Aspidistra elatior Cast Iron Plant M
Baccharis ‘Centennial’ NCN L
Bougainvillea cultivarsa Bougainvillea L
Bouteloua gracilis ‘Blonde Ambition’ Blonde Ambition Blue Grama Grass L Carex divulsa Grey sedge L
Carex pansa Dune Sedge M
Ceanothus gloriosus & cvs Point Reyes Ceanothus L
Ceanothus g. var. horizontalis Carmel Creeper L
Ceanothus g. var. h. ‘Yankee Point’ NCN L
Ceanothus ‘Joyce Coulter’ NCN L
Coprosma kirkii NCN L
Coprosma ‘Verde Vista’ NCN L
Cotoneaster horizontalis Rock Cotoneaster L
Crassula multicava NCN L
Dymondia margaretae NCN L
Festuca ovina glauca Blue Fescue L
Hardenbergia violacea & cvs False Sarsaparilla L
Iva hayesiana Hayes Iva AL
Juncus patens California Grey Rush L
Juniperus chinensis & cvs NCN L
Juniperus conferta Shore Juniper L
Juniperus horizontalis & cvs Creeping Juniper L
Juniperus sabina & cvs Tamarix Juniper L
Lantana montevidensis & cvs Trailing Lantana L

a Do not recommend bougainvillea groundcover; climbing bougainvillea allowed.

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May 2022 Draft A-6
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE

TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Liriope muscari ‘Love Potion no. 13’ Emerald Goddess® Lilyturf M Lomandra longifolia & cvs Lomandra L
Lonicera japonica ‘Halliana’ Hall’s Japanese Honeysuckle LM Mahonia aquifolium ‘Compacta’ Compact Oregon Grape LM
Mahonia repens Creeping Mahonia L
Myoporum hybrids NCN L
Myoporum parvifolium & cvs Prostrate Myoporum L
Philodendron ‘Moonlight’ Moonlight Philodendron M
Rosmarinus officinalis & cvs Prostrate Rosemary L
Sansevieria zeylanica Zeylanica Snake Plant L
Sedum species Stonecrop L
Senecio mandraliscae NCN L
Teucrium cossonii NCN LM
Verbena species & cvs Verbena L
Westringdia fruticosa ‘NFL25’ Mundi Coast Rosemary L
Perennials
Achillea species & cvs Yarrow L
Armeria maritima Sea Pink M
Artemisia pycnocephala & cvs Sandhill Sage LM
Asteriscus species NCN L
Brachycome multifida Cut-leaf Daisy LM
Centranthus ruber Red Valerian AL
Cheiranthus ‘Bowles Mauve’ Shrubby Wallflower LM
Chondropetalum tectorum Cape Rush L
Coreopsis species & cvs Coreopsis L
Dianella ‘Clarity Blue’ Clarity Blue Dianella L
Dietes species & cvs Fortnight Lily L
Diplacus species & hybrids Monkey Flower AL
Elymus condensatus ‘Canyon Prince’ Giant Wild Rye L
Epilobium species & cvs California Fuchsia L
Erigeron glaucus & cvs Beach Aster L
Erigeron karvinskianus Mexican Daisy LM
Eriogonum fasciculatum & cvs California Buckwheat L
Eschscholzia californica California Poppy AL
Euphorbia milii Crown of Thorns L
Euphorbia rigida NCN L
Euryops pectinatus & cv Euryops L
Gaura lindheimeri Gaura LM
Helianthemum nummularium & cvs Sunrose LM
Helictotrichon sempervirens Blue Oat Grass L
The District at South Bay Specific Plan
May 2022 Draft A-7
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE
01223.0022 2176584.1
TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Heuchera species & cvs Coral Bells M
Iris douglasiana & cvs Pacific Coast Iris LM
Kniphofia uvaria & cvs Red-hot Poker L
Limonium perezii Sea Lavender AL
Oenothera species Mexican Evening Primrose L
Pedilanthus macrocarpus Slipper Plant VL
Pennisetum setaceum & cv Fountain Grass L
Penstemon species & cvs Western Natives L
Perovskia atriplicifolia Russian Sage L
Phormium tenax & cvs New Zealand Flax L
Rosmarinus spp Rosemary L
Salvia species & cvs Sage AL
Senecio cineraria Dusty Miller L
Senecio cylindricus Narrow-Leaf Chalk Sticks L
Senecio Serpens Blue Chalk Sticks L
Sisyrinchium bellum Blue-Eyed Grass AL
Solidago californica California Goldenrod M
Stachys byzantina Lamb’s Ear LM
Tagetes lemmonii Mountain Marigold L
Thymus species & cvs Thyme LM
Verbena species & cvs Verbena L
Agave, Cacti, Succulents, and Yucca
Aeonium species & cvs NCN L
Aeonium ‘Cabernet’ Giant Velvet Rose L
Aeonium canariense Giant Velvet Rose L
Aeonium ‘Sunburst’ Copper Pinwheel L
Agave americana Century Plant L
Agave attenuate & cvs Foxtail Agave L
Agave ‘Blue Flame’ Blue Flame Agave L
Agave shawii Shaw’s Century Plant L
Agave victoriae-reginae NCN L
Agave vilmoriniana Octopus Agave L
Aloe arborescens Tree Aloe AL
Aloe bainesii NCN AL
Aloe candelabrum Candelabra Aloe L
Aloe ciliaris NCN L
Aloe ferox NCN L
Aloe marlothii NCN L
Aloe nobilis NCN L
Aloe plicatilis NCN L
The District at South Bay Specific Plan
May 2022 Draft A-8
APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE

TABLE A.1

PLANT PALETTE
AL = Adapted to region
L = Low supplemental water needs
LM = Low to moderate supplemental water needs
M = Moderate supplemental water needs
VL = Very low water needs

Botanical (Latin) Name Common Name Estimated Water Needs in Coastal California Aloe striata Coral Aloe L
Aloe vera Medicinal Aloe L
Cereus peruvianus Peruvian Apple L
Cotyledon species NCN L
Dasylirion species Desert Spoon L
Dracaena draco Dragon Tree L
Dudleya species Live-Forever AL
Echeveria species Echeveria L
Echeveria nodulosa Painted Echeveria L
Echeveria ‘Perle von Nurnberg’ Perle von Nurnberg Echeveria L Echeveria subrigida ‘Fire and Ice’ Fire and Ice Echeveria L Euphorbia ingens Candelabra Tree L
Euphorbia tirucalli Milkbush L
Hesperaloe parviflora Red Yucca L
Kalanchoe species NCN L
Nolina species Bear Grass L
Opuntia species Prickly Pear, Cholla L
Portulacaria afra Elephant’s Food L
Sedum acre Gold Moss Stonecrop L
Sedum reflexum ‘Angelina’ Angelina Stonecrop L
Sedum reflexum ‘Blue Spruce’ Blue Spruce Stonecrop L
Yucca aloifolia Spanish Bayonet L
Yucca gloriosa Spanish Dagger L
SOURCE: Excerpted from Landscape Plants for Western Regions by Bob Perry.

01223.0022 2176584.1
Appendix B
The District at South Bay
Lighting Palette

The District at South Bay Specific Plan
May 2022 Draft B-1
APPENDIX B. THE DISTRICT AT SOUTH BAY LIGHTING PALETTE
01223.0022 2176584.1
The District at South Bay Lighting Palette
The proposed palette of lighting fixtures, presented on the following pages, demonstrates examples of systems that would be in compliance with the development standards of this Specific Plan and provides examples of the architectural scale and quality of these materials. These fixture selections should meet the performance criteria of the guidelines while providing an attractive complement to the buildings and landscaping. For each building type and roadway component within the proposed development, examples of fixture types that would be applicable to locations within the Specific Plan Area are illustrated below. These fixtures represent examples of lighting products that will satisfy the guidelines criteria and legal requirements for task illuminance, light trespass, and glare.

The District at South Bay Specific Plan
May 2022 Draft B-2
APPENDIX B. THE DISTRICT AT SOUTH BAY LIGHTING PALETTE

SOURCES: RGA, AO, ESA, MBI 2026
Figure B.1 Lighting Section Key

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APPENDIX B. THE DISTRICT AT SOUTH BAY LIGHTING PALETTE
01223.0022 2176584.1

The following example is applicable to:
• Section A – Del Amo Entrance
• Section B – Del Amo Boulevard

The District at South Bay Specific Plan
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APPENDIX B. THE DISTRICT AT SOUTH BAY LIGHTING PALETTE

The following example is applicable to:
• Section D – Typical Private Drive
• Section E – 405 Freeway Edge/Commercial Interface
• Section F – Typical Residential/Industrial Loading Dock Interface

The following example is applicable to:
• Section C – Typical Lenardo Drive

SOURCE: 77 928 : Pole-top luminaire - Single and twin | BEGA (bega-us.com) BEGA Pole-Top Luminaire Model #7928

01223.0022 2176584.1
Appendix C
Carson Municipal Code
Section 9173.4

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APPENDIX C. CARSON MUNICIPAL CODE SECTION 9173.4
01223.0022 2176584.1
9173.4 Appeals.

A. Appellate Authority. Any decision made by the Director pursuant to this chapter may be appealed to the Commission. Any decision made by the Commission pursuant to this chapter maybe appealed to the Council.

B. Filing of Appeal.

1. An appeal may be filed by any person, including any member of the City Council or the City Manager. In the event of an appeal by any member of the City Council or the City Manager, CMC [Carson Municipal Code] 9173.9 shall not apply and there shall be no fee required from any member of the City Council or the City Manager to perfect an appeal.

2. An appeal shall be filed in writing within fifteen (15) days of the date of the Commission action, or in the case of an action by the Director, within fifteen (15) days of the date of the notice of decision.

3. The form and content of an appeal shall include:
a. The street address, if there is one, otherwise the legal description and location of the premises included in the action.
b. The administrative file number (case number) identifying the matter which is being appealed. c. The specific matter being appealed.
d. A statement of the grounds for appeal or how there is error in the decision of the matter being appealed; provided, however, that in the event of an appeal by any member of the City Council or the City Manager, subsections (a), (b), and (c) of this Section shall not apply and the statement of grounds need only provide, in substance and effect, a request that a specific decision, administrative case number, or resolution number, as the case may be, be reviewed by the Planning Commission or City Council, as the case may be. No other grounds for appeal need be stated to perfect such appeal and such statement need only be filed with the City Clerk.

4. Unless otherwise provided, all appeals shall be filed with the City Clerk.

5. If the appeal is found to be deficient, the City Clerk shall deliver or mail to the appellant, by certified mail, a notice specifying the particulars in which the appeal is deficient. If such deficiency has not been corrected by the appellant within seven (7) days after such mailing of such a notice of deficiency by filing with the City Clerk a sufficient amendment to the appeal, the appeal shall be deemed to be withdrawn and the appeal fee shall be returned to the appellant.

C. Consideration and Decision.

1. Upon acceptance of the filing of an appeal, the City Clerk shall set the matter for public hearing before the appellate body, in the same manner as required for a Commission hearing of such matter.

The City Clerk shall notify the Director who shall transmit to the appellate body a summary of the factual data and the record of action taken on the case.

2. Except as otherwise provided in this Chapter, in acting on an appeal the appellate body may:
a. Affirm the decision; or
b. Modify the decision; or
c. Refer the matter back to the body from which the appeal originated, with instructions; or d. Reverse the decision.

3. Unless referred back to the body from which the appeal originated, the appellate decision shall be supported by written findings.

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APPENDIX C. CARSON MUNICIPAL CODE SECTION 9173.4

D. Failure to Act. The appellate body shall, within sixty (60) days of the filing of an appeal, act to either affirm, reverse, modify, continue or refer matter back.

E. Following the denial of any permit application by the Director, the Planning Commission, or the City Council, as the case may be, or upon the revocation of any permit, use permit, or conditional use permit by the Director, the Planning Commission, or the City Council, as the case may be, no application for a permit, use permit, or conditional use permit for the same or substantially the same use or conditional use on the same or substantially the same real property shall be filed within one (1) year from the date denial or revocation of the permit, use permit, or conditional use permit became final within the meaning of this Chapter. (Ord. 78-458, § 1; Ord. 83-668, § 1; Ord. 84-701, § 1; Ord. 17-1634, §§ 1–3).

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APPENDIX D. THE DISTRICT PARKING DEMAND STUDY
01223.0022 2176584.1
Appendix D
The District Parking Demand Study

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

CITY CLERK
City of Carson
701 E. Carson Street
Carson, CA 90745

Space Above For Recorder’s Use Only

No Recording Fee Required – Government Code § 27383

AMENDED & RESTATED

DEVELOPMENT AGREEMENT
between
the CITY OF CARSON
(“City”)
and

CARSON GOOSE OWNER, LLC
(“Developer”)

TABLE OF CONTENTS
Page
(i)
01223.0022 2186513.1
ARTICLE 1. DEFINITIONS ...................................................................................................... 7 ARTICLE 2. RECITALS; EXHIBITS ..................................................................................... 14 ARTICLE 3. TERM ................................................................................................................. 15 ARTICLE 4. NATURE OF DEVELOPMENT ........................................................................ 15 ARTICLE 5. CONSTRUCTION AND SCHEDULING ......................................................... 20 ARTICLE 6. PROCESSING OF APPLICATIONS FOR FUTURE DEVELOPMENT APPROVALS; OTHER GOVERNMENT PERMITS ....................................... 23 ARTICLE 7. AMENDMENT AND MODIFICATION OF DEVELOPMENT
AGREEMENT .................................................................................................... 24 ARTICLE 8. RESERVATION OF AUTHORITY .................................................................. 25 ARTICLE 9. INTENTIONALLY OMITTED ......................................................................... 27 ARTICLE 10. ANNUAL REVIEW ........................................................................................... 27 ARTICLE 11. DEFAULT, REMEDIES AND TERMINATION .............................................. 29 ARTICLE 12. ASSIGNMENT, TRANSFERS, AND BINDING SITE COVENANTS ........... 31 ARTICLE 13. INSURANCE, RELEASES, INDEMNITIES, AND THIRD -PARTY ACTIONS ........................................................................................................... 33 ARTICLE 14. COVENANTS, MAINTENANCE CC&RS AND CFDS .................................. 35 ARTICLE 15. MORTGAGEE PROTECTION ......................................................................... 38 ARTICLE 16. MISCELLANEOUS ........................................................................................... 40

Exhibit “A” 157 Acre Site Map and Depiction of Cells 1 Through 5 Exhibit “B” Parcel Map 70372 (Surface Parcel and Subsurface Parcel) Exhibit “C” Project Site Plan
Exhibit “D” Scope of Development
Exhibit “E” Intentionally Omitted
Exhibit “F” 2022 SEIR Mitigation Measures and 2022 SEIR Project Design Features Exhibit “G” Conditions of Approval
Exhibit “H” Intentionally Omitted
Exhibit “I” Intentionally Omitted
Exhibit “J” Existing Development Approvals

AMENDED & RESTATED DEVELOPMENT AGREEMENT
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (together with all exhibits hereto, the “Agreement” or “Development Agreement ”) is made as of __________, 2026 (“Agreement Date ”), by and among the CITY OF CARSON ( “City”), a municipal corporation, and CARSON GOOSE OWNER, LLC, a Delaware limited liability company ( “Developer”). City and Developer are hereinafter collectively referred to as the “Parties” and individually as a “Party”. The Carson Reclamation Authority, a joint powers authority (“Authority”), as owner of the 157 Acre Site, hereby acknowledges and agrees to the terms and conditions applicable to the Authority under this Agreement, by its separate execution of this Agreement as set forth below.

R E C I T A L S:

A. Development Agreement Law . To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Statute (as defined below). The Development Agreement Statute authorizes the City to enter into binding development agreements with persons having a legal or equitable interest in real property, to provide for the development of such property and to vest certain development rights th erein.

This Agreement is intended to be, and shall be construed as, a development agreement within the meaning of the Development Agreement Statute.

B. The 157 Acre Site . The Authority acquired, and currently owns, approximately 157 gross acres of real property in the City of Carson, as shown on the Site Map attached hereto as Exhibit A (the “157 Acre Site” or “Site”), known as the former Cal -Compact Landfill. The 157 Acre Site is divided into five Cells (as defined below) as shown on Exhibit A. The portion of the 157 Acre Site which is the subject of this Agreement is identified as Planning Area 3 or PA 3 in the Specific Plan (as defined below) and comprises Cells 3, 4, and 5. The 157 Acre Site has also been vertically subdivided into a surfa ce lot (the “Surface Lot”) and a subsurface lot (the “Subsurface Lot”), which lots are referenced as Parcel 1 (Subsurface Lot) and Parcel 2 (Surface Lot) of Parcel Map No. 70372 (per map filed in Book 377 Pages 76 -89, inclusive, of maps in the Office of the County Recorder for Los Angeles County (the “Official Records”)), as shown on Exhibit B, attached hereto.

C. Environmental Conditions of the 157 Acre Site and Regulatory Documents Governing Remediation. The 157 Acre Site was operated as a landfill prior to the incorporation of the City in 1968. As a result, the Site has soil, soil vapor and groundwater contamination that requires remediation, monitoring and mitigation and the waste and poorly compacted soils require various improvements to allow for vertical development. Since the closure of landfill operations in 1965 the Site has remained undeveloped, despite various development proposals and transfers of the 157 Acre Site to various developers each of whom were ultimately unable to develop the Site due to the substantial costs of, and liability for, the environmental remediation and geotechnical enhancements required to enable the 157 Acre Site to be developed. On October 25, 1995, the California Department of Toxic Substances Control ( “DTSC”) approved a remedial action plan (as further defined below, the “RAP”) for the 157 Acre Site, which RAP requires the

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installation, operation and maintenance of the Remedial Systems (as defined below). In addition to the RAP, certain Consent Decrees were issued for the 157 Acre Site by DTSC in December 1995 (“1995 Consent Decree ”), March 2001 , and January 2004 in order to resolve claims made regarding the resolution of the contamination issues afflicting the Site; the 1995 Consent Decree applies to the remedial obligations for the Upper Operable Unit of the Site. In addition, the development of the 157 Acr e Site is subject to the terms and conditions set forth in that certain document entitled Revised Management Approach to Phased Occupancy conditionally approved by DTSC in July 2026 (as amended, modified, or restated from time to time, the “MAPO”) and that certain letter regarding phased development matters, issued by DTSC to the Authority, dated October 17, 2017 (the “Phased Development Letter ”), each of which allow for phased development and occupancy of the overall Site. DTSC also entered into a Compliance Framework Agreement, dated as of September 28, 2006, with the former Site owner, Carson Marketplace LLC (“CM”), as amended by the First Amendment to Compliance Framework Agreement dated as of December 31, 2007 (as so amended, the “CFA”) for the purpose of setting forth a plan for addressing the environmental conditions afflicting the 157 Acre Site, and to establish financial assurances for the implementation of the RAP, including long-term operation and maintenance of the Remedial Systems. The CFA continues to be binding on the 157 Acre Site and any owner or licensee of the Site. The Site is also encumbered by that certain Land Use Covenant and Agreement Environmental Restrictions ( as amended, modified, or restated from time to time, the "LUC") recorded on December 13, 2023, as Instrument 20230872669 in the Official Records.

D. Authority Formation and Remediation of 157 Acre Site . The City determined that there were a number of former landfill and other sites with the need for remediation in the City, including the 157 Acre Site, and that a substantial need existed to establish an entity to perform such remediation and which coul d operate ongoing Remedial Systems, without putting the City’s general fund and taxpayer dollars at risk for such remediation expenses. Accordingly, the Authority was formed in January 2015 as a joint powers authority under the provisions of the California Joint Powers Act (Govt. Code Sections 6500 et seq.), in order to, among other things, acquire and pursue remediation and potential future development of the 157 Acre Site and relieve the City of any liability for Site remediation and environmental issues. Thereafter, on May 20, 2015, the Authority acquired the Site from CM and has since pursued the remediation of the Site in compliance with the RAP and sought out developers with whom to enter into agreements for the development of the Site.

E. Development Plans for the 157 Acre Site. The Authority previously worked with various developers for the development of the entire 157 Acre Site and a number of development projects were previously proposed for the Site, including a mixed -use regional retail and entertainment project and a Nat ional Football League Stadium. While those projects have not proceeded, on September 6, 2018, the Authority entered into a Conveyancing Agreement and the City entered into a Development Agreement with CAM -CARSON, LLC ( “CAM”), for the disposition and development of a high -end fashion outlet retail center on Cell 2 of the 157 Acre Site ( “Cell 2 Project ”). Construction of the Cell 2 Project elements commenced in September 2018, with the initial construction of the Remedial Systems, grading and waste reconsolidation, installation of piles and pile caps, installation of vaults and under slab utilities and underground utility runs, and other sub -surface work. The Remedial Systems o n Cell 2 were in progress as of December 2019 and were scheduled to be completed in March 2020. However, due to certain cost escalations resulting from previously unknown conditions on Cell 2 and other

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factors, the work was halted to arrange additional funding, and vertical development of the CAM Cell 2 Project did not commence. On May 18, 2020, CAM filed a Complaint against the Authority and the City in the Los Angeles Superior Court, seeking repayment of funds it claim ed to have invested in the Cell 2 Project (captioned CAM-Carson, LLC v Carson Reclamation Authority, et al., Case No. 20STCV16461 ) (the "CAM Litigation"). The CAM Litigation settled on or about October 22, 2025.

F. Prior Process for Selection of Developer and Prior Agreements with Developer. The Authority, through a request for proposal (“RFP”) issued by the Authority, dated June 28, 2016, and a second RFP dated October 25, 2017, solicited some thirty-five developers to consider development of Cells 1, 3, 4, and 5. Neither of those selection processes were ultimately successful. On October 3, 2019, the Authority issued an Invitation to Propose for Cells 3, 4, and 5 on the 157 Acre Site (the “Remainder Cells”), which consists of approximately 85 net acres.

Following receipt of seven development proposals from various development teams, multiple interviews and negotiations with each of the teams, Faring Capital, LLC, a Delaware limited liability company (“Faring”), predecessor in interest to Developer, was selected by the Authority to move forward and negotiate a potential development project on the Remainder Cells. Those negotiations culminated with the Authority, City and Faring entering into (i) that certain Option Agreement, dated as of December 17, 2020 (the “Original Option Agreement”), and (ii) that certain Deposit and Reimbursement Agreement dated as of June 5, 2020, which agreement was amended and restated pursuant to that certain First Amended and Restated Reimbursement and Deposit Agreement, dated December 18, 2020 (“Original Reimbursement Agreement”), which was superseded in its entirety by that certain Second Amended and Restated Reimbursement and Deposit Agreement dated May 1, 2022, and further amended by that certain letter amendment dated June 18, 2024 (as so amended, and as may be further amended, modified, or restated from time to time the “Reimbursement Agreement”), pursuant to which Faring was given an option to acquire the Property (as defined below) and Faring agreed, among other things, to (a) reimburse City and Authority for their respective costs in negotiating this Agreement and the other Project Agreements (as defined below), (b) reimburse the City and Authority for their respective costs in CEQA processing for the Developer’s proposed project and amendments to The District at South Bay Specific Plan, and (c) make advances to the Authority for its Carry Costs (as defined below) incurred in connection with holding and maintaining the 157 Acre Site. The Original Option Agreement and the Original Reimbursement Agreement were assigned by Faring to Developer by virtue of that certain Assignment of Option Agreement and Joint Escrow Instructions dated January 19, 2021 and that certain Assignment of First Amended and Restated Reimbursement and Deposit Agreement dated January 19, 2021, respectively . Subsequently, Developer and the Authority entered into various amendments and extensions to the Original Option Agreement, between 2022 and 202 6. In connection with this Development Agreement, Authority and Developer intend to enter into an Amended and Restated Option Agreement and Joint Escrow Instructions for Cells 3, 4, and 5 (the "A&R Option Agreement").

G. Developer Property. The Authority, Developer and City successfully completed all applications for the subdivision of the Remainder Cells, to adjust the horizontal and vertical subdivision lines separating the Surface Lot of the Remainder Cells (the “Property”) from horizontally and vertically adjoining lots so as to match the final design of the Project (the “Subdivision”). As will be set forth in the A&R Option Agreement, the Authority shall (i) retain the Subsurface Lot of the Remainder Cells and (ii) convey to Developer: (1) fee title to the

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Property (i.e., the Surface Lot of the Remainder Cells), as more particularly described on Exhibit C; (2) an easement in certain portions of the land underlying the Surface Lot of the Remainder Cells ( “Subsidence Easement Area ”) in order to permit construct ion of the Project (as defined below); (3) an easement over the Subsurface Lot of the Remainder Cells to a level 500 feet below the upper surface thereof (“Subjacent Support Easement Area”), for support for the Project and the Surface Lot of the Remainder Cells including the structural piles ; (4) easements for the delivery of water, gas, electricity, telephone, cable, fiber optic and other communications services and utilities, and the removal and drainage of sanitary waste and stormwater, over Authority’s property and facilities for such utilities located in the Subsurface Lot of the Remainder Cells and the other portions of the 157 Acre Site ( “Utility Easements”); and (5) a non-exclusive perpetual easement to access, erect, maintain, power, repair and replace any signage Developer is allowed to install on the Embankment Lot (defined below) (i.e., the 2,200 -foot-long I -405 embankment) (“Embankment Easement ”). The real property interests comprising the Remainder Cells Surface Lot, the Subsidence Easement Area, the Subjacent Support Easement Area, the Utility Easements, the Embankment Easement and such other easements and rights, if any, with respect to the 157 Acre Site as Developer may acquire from Authority pursuant to the Grant Deed made by Authority in favor of Developer (the “Grant Deed”) are referred to herein collectively as the “Developer Property”.

H. Future Cell 1 Development; Coordination of Development Projects . The Authority will enter into agreements with a developer (the “Cell 1 Developer ”) for the development of Cell 1, and will need to facilitate cooperation between the Cell 1 Developer, Developer, and the then -applicable Cell 2 developer to achieve integrated projects amongst all Cells to coordinate on-site construction activity and to maximize the development potential of the 157 Acre Site.

I. Choice of Developer for Site Development . The Remainder Cells are located at a premier site, directly southwest of the I -405 Freeway, less than 13 miles from Los Angeles International Airport, and in prime location for access to Orange County, Long Beach, Los Angeles, and beyond. Developer has performed extensive due diligence on the 157 Acre Site including the Remainder Cells, and consequently has a clear understanding of the development constraints and severe environmental conditions afflicting the Site, including the Subsurface Lot and the R emainder Cells. Developer has proposed a unique project with components that will generate the financing necessary to pay for the significant remediation and infrastructure costs required for the development of the Project, and Developer has represented t o the City and Authority that it has the financial means to meet its financial obligations hereunder and under the A&R Option Agreement and the Project Agreements.

J. The Project. Developer ’s proposed Project on the Property will consist of the following: (i) five light industrial buildings (providing for e-commerce/fulfillment center uses and distribution center/parcel hub uses) consisting of a maximum of 1,567,090 square feet total, inclusive of up to 75,000 square feet of associated office space, and (ii) associated signage (as depicted on Exhibit C attached hereto and as further defined in Section 1 below and described in detail in the Scope of Development attached hereto as Exhibit D, the “Project”).

K. Consideration for the Property. Pursuant to the terms and conditions of the A&R Option Agreement, Developer (as successor -in-interest to Faring, as recited in Recital F, above)

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has paid or will pay the Authority consideration for the Developer Property, if Developer elects to exercise the option (i.e., the “Option Consideration” described in the A&R Option Agreement).

L. License Agreement and CC&Rs. Following the satisfaction of various conditions precedent in the A&R Option Agreement, (1) Authority will convey the Developer Property to the Developer pursuant to the Grant Deed, (2) Authority shall grant the Developer a license to enter the Subsurface Lot of the Remainder Cells pursuant to that certain License Agreement (as defined below) between the Authority and the Developer, a memorandum of which shall be recorded in the Official Records concurrently with the recordation of the Grant Deed, and (3) Authority and Developer shall enter into and record against the 157 Acre Site the CC&Rs (as defined below).

M. Existing CFD. The Property is currently subject to the taxes and terms set forth under Community Facilities District No. 2012 -1 of the City of Carson (The Boulevards at South Bay - Remedial Systems Operations Maintenance and Monitoring) (the “ Existing CFD”), which Existing CFD shall be amended, modified or restated as further discussed in Section 14.4 of this Agreement.

N. Environmental Review . The 157 Acre Site was originally entitled for development by CM pursuant to The Carson Marketplace Specific Plan, approved on February 8, 2006, and amended on April 5, 2011 (as so amended, the “Boulevards Specific Plan ”). The Boulevards Specific Plan was further amended on April 3, 2018, and renamed “The District at South Bay Specific Plan” (as so amended, the “2018 Specific Plan”). Pursuant to the terms and conditions of the Original Option Agreement, the Developer completed a subsequent amendment to the 2018 Specific Plan, which was approved by the City Council concurrently with the Council’s approval of a Development Agreement, dated as of June 8, 2022, between City and Developer concerning the development of the Property (the “Original DA ”) (as so amended, the “2022 Specific Plan”). The Developer completed a further amendment to the 2022 Specific Plan, which was approved by the City Council concurrently with the Council’s approval of this Agreement (as so amended, the “Specific Plan” or “2026 Specific Plan”). Extensive environmental review was previously undertaken pursuant to CEQA (as defined below) for the 157 Acre Site in connection with the approval of the Boulevards Specific Plan in 2006, the 2018 Specific Plan, the 2022 Specific Plan, and the 2026 Specific Plan (the “CEQA Review”), which culminated in a Final Environmental Impact Report, dated February 8, 2006 for the Boulevards Specific Plan, an Addendum to the Final Environmental Impact Report dated March 2009, a Supplemental Environmental Impact Report dated April 3, 2018 (the “2018 SEIR ”), a Final Supplemental Environmental Impact Report, dated April 2022 (the “2022 SEIR”), and a determination that the 2026 Specific Plan was within the scope of the project previously analyzed by the 2022 SEIR pursuant to CEQA Guidelines Sections 15162 and 15168.

O. Public Benefits of the Project . The development of the Project is expected to realize significant regional and community public benefits, including, without limitation, the following:

1. Overcoming Constraint of Remediation Cost. The 157 Acre Site is one of the largest undeveloped properties along the I-405 in Los Angeles County. This continued blight and vacancy is due to the extraordinary remediation costs required prior to any vertical development. While the DTSC -approved RA P was approved in 1995, the Remedial Systems

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necessary for the overall 157 Acre Site still remain incomplete. Despite decades of efforts by prior developers and by the Authority to remediate and develop the Site, all have failed to -date since conditions have not been financially feasible due to the substantial environmental remediation costs required to develop the former landfill. Accordingly, the Project represents a unique opportunity to develop a significant portion of the 157 Acre Site and remediate the underlying soil, soil vapor and groundwater issues afflicting the Remainder Cells (which constitute a majority of the Site).

2. Job Generation. The Project entails a land use and infrastructure plan that will support the creation of a major job center in the City and significantly improve the City’s jobs to housing balance. The Project is proposed to provide substantial economic and employment opportunities for the community, with a goal of generating approximately 2,000 new direct construction jobs, with another 3,000 indirect and induced, as well as approximately 4,600 new permanent jobs.

3. Insurance. The Project will contribute to a robust insurance program for the 157 Acre Site to provide coverage to the public entities, developers, property owners and contractors carrying out construction on the 157 Acre Site, to which Developer pays its fair share as provided in Article 13.

4. Carry Costs. As part of Developer ’s agreement with Authority under the A&R Option Agreement, Developer has agreed to reimburse Authority for a proportional share of the Carry Costs of the 157 Acre Site (based on the acreage of the Property in comparison to the acreage encompassing the 157 Acre Site), subject to certain maximum reimbursements, which will substantially assist the Authority in its ongoing operations and maintenance of the Site.

In exchange for these benefits to City and the other public benefits described herein, Developer desires to receive the assurance that it may proceed with development of the Project in accordance with the terms and conditions of this Agreement, including, without limitation, the vested rights specified herein, all as more particularly set forth herein.

P. Summary of Certain Terms Regarding Construction of Remedial Systems, Building Protection Systems, and Infrastructure and Site Development Improvements. City, Authority and Developer have agreed to the following terms regarding the remediation and development of the Project and related improvements:

1. Remedial Systems / BPS Components. The RAP requires that the Remedial Systems be constructed and operated and maintained as necessary to cap the landfill and remove landfill gas and contaminants which could pollute groundwater underlying the Site. This work includes remediating and prepa ring the various cells that comprise the 157 Acre Site for development, including, without limitation, the relocation and consolidation of trash layers and excavation and grading necessary to install such systems. The initial fourteen million dollars ($14,000,000) for the construction and installation of the Remainder Cells Remedial Systems shall be provided by City. The operation and maintenance of the Remedial Systems shall continue to be carried out by the Authority , with funding provided by the City of Carson Enhanced Infrastructure Financing District, the Existing CFD or the Amended Sitewide CFD (as defined

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below), and Carry Costs paid by Developer , as further described and subject to the A&R Option Agreement.

2. Infrastructure. Authority has contracted with RE Solutions, LLC (“RES”) as its development construction manager for the 157 Acre Site, including, without limitation, the construction of Lenardo Drive, Stamps Drive, certain offsite infrastructure and other improvements therein and associated therewith (as further defined in Section 1 below, the “Lenardo Infrastructure”). The City has previously committed to provide the following funds to pay for the construction of the Lenardo Infrastructure: (a) an allocation of $26,000,000 from 2024 Lease Revenue Bonds, and (b) $22,400,000 from Measure R/M Bond funding. Furthermore, to the extent the City receives South Bay COG grant funds from LA Metro (as discussed in the Letter from the Authority to SL Carson Builders, LLC, dated December 4, 2025 , regarding “Updated Status of Lenardo Drive Funding from City of Carson and Carson Goose Owner, LLC), such funds shall be use d for the construction of the Lenardo Infrastructure, subject the terms of the A&R Option Agreement.

3. Site Development Improvements. Due to the contaminated condition of the Remainder Cells and the uncompacted condition of the soils thereunder, the costs of development on the Remainder Cells have been higher than the market would bear and thus, the Remainder Cells have been undevelopable despite the interest of numerous developers over approximately 50 years. The additional cost required to develop a project on the Remainder Cells will include grading and site work, all of which must be done in contaminated soils using special safegua rds (subject to the RAP and other DTSC Regulations (as defined below)). “Site Development Improvements” will be constructed within the Remainder Cells and include: (i) installation of piles and pile caps, vaults, and under slab utilities; (ii) establishing underground utility runs from the property lines to the utility shelves connected to the buildings; and (iii) constructing the structural slab for the foundation of the buildings, as more specifically described in and subject to the A&R Option Agreement.

Q. City Role with Respect to the Project . City has no real property interest in the 157 Acre Site, which is wholly-owned by Authority. However, City possesses the legal authority to regulate the zoning of the 157 Acre Site, to approve and modify the General Plan land use designations applicable t o the Site, any changes to the Specific Plan , and approve of this Agreement, all pursuant to state law, and to undertake environmental review pursuant to CEQA (as defined below) and approve mitigation measures and development applications for specific projects proposed for the Site including the Pro ject, and corresponding conditions of approval, modifications / changes to the EIR and the EIR Mitigation Measures applicable to the foregoin g.

In addition to such regulatory authority, the City would typically ensure the provision of public infrastructure and related services to the Project, including streets, sidewalks, parkways, sewer, water, drainage, lighting, and other utilities, including t he assurance of public accessibility to the Project including, without limitation, by assuring construction of the Lenardo Infrastructure (the “Infrastructure Obligations ”). However, pursuant to that certain Cooperation Agreement , entered into between the Authority and the City concurrently with the Original DA (the “Cooperation Agreement”) and as further set forth therein, City has contracted with the Authority to enable the construction of the Infrastructure Obligations. City, Develop er, and Authority acknowledge that (i) the descriptions of the Project in the Cooperation Agreement are now outdated due to changes to the Project made by this Agreement, (ii) descriptions of the terms and

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conditions of the “Option Agreement” in the Cooperation Agreement are now superseded by the terms and conditions of the A&R Option Agreement, and (iii) the provisions regarding Developer’s obligations in the Cooperation Agreement are now superseded by the provisions regarding Developer’s obligations in this Agreement and the A&R Option Agreement. However, nothing in the previous sentence impacts the City’s obligations under the Cooperation Agreement, or the Authority’s authority or agreement to provide for the construction of the Infrastructure Obligations as provided in the Cooperation Agreement.

R. Original DA. The City’s Planning Department prepared the 2022 SEIR to address the modifications to the 2018 EIR necessary for the project in the Original DA and the Specific Plan in accordance with all CEQA requirements. On April 18, 2022, the Planning Commission held a public hearing on Developer’s application for the Original DA and the 2022 Specific Plan and recommended approval to the City Council. On May 23, 2022, the City Council, after giving notice pursuant to Government Code §§ 65090, 65091, 65092 and 65094, held a public hearing on the 2022 SEIR, the proposed 2022 Specific Plan, and the Original DA , and after making appropriate findings, adopted Ordinance No. 22-2208 approving the Original DA, Resolution No. 22-085 approving the Final 2022 SEIR, and Ordinance No. 22-2207 approving the 2022 Specific Plan. The Planning Commission and the City Council found on the basis of substantial evidence based on the entire administrative record, that the Original DA was consistent with all applicable plans, rules, regulations and official policies of the City.

S. Modifications to the Original DA . The Original DA was subsequently modified through minor modifications requested by Developer and approved by the City pursuant to Section

7.5 of the Original DA on February 29, 2024 (“Approved Minor Modifications”). The Approved Minor Modifications were approved pursuant to a Settlement Agreement and Mutual Release between the City and Developer, which became effective on or about February 28, 2024.

T. Application for Amended and Restated Development Agreement . In or about May of 2026, Developer submitted to the City an application to amend and restate the Original DA, in order to incorporate changes made through the Approved Minor Modifications and to make other revisions to the Original DA contained in this Agreement.

U. Approval of Amended and Restated Development Agreement. On August 11, 2026, in accordance with the Development Agreement Statute, the Planning Commission held a duly noticed public hearing and adopted Planning Commission Resolution 26 -2903, recommending that the City Council approve this Agreement. On September 1, 2026, the City Council introduced, and subsequently, on January 15, 2026, adopted, Ordinance No. 26-2613, making a determination that this Agreement is within the scope of the project previously analyzed by the 2022 SEIR pursuant to CEQA Guidelines Section 15168 (“CEQA Determination”) and approving this Agreement. The Planning Commission and the City Council have found, on the basis of substantial evidence based on the entire administrative record, that this Agreement is consistent with all applicable plans, rules, regulations and official policies of the City.

V. At the public hearing on August 11, 2026, the Planning Commission also adopted Planning Commission Resolution No. 2 6-2902, which conditionally approved Development and Site Plan Review (“DOR”) No. 00015-26 and Amended Vesting Tentative Tract Map (“VTTM”)

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No. 83481 for the Project subject to City Council approval of this Agreement and the 2026 Specific Plan.

W. Amendment and Restatement of Original DA . The Parties intend that this Agreement, upon taking effect, shall supersede the Original DA and all modifications made to the Original DA through the Approved Minor Modifications.

X. Mutual Agreement . Based on the foregoing and subject to the terms and conditions set forth herein, Developer and City desire to enter into this Agreement.

NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, and having determined that the foregoing recitals are true and correct and should be, and hereby are, incorporated into this Agreement, the Parties agree as follows:

ARTICLE 1. DEFINITIONS.

Except as otherwise defined elsewhere within this Agreement the following terms are used as defined terms throughout this Agreement.

1.1 2022 SEIR Mitigation Measures . “2022 SEIR Mitigation Measures ” means the Mitigation Measures set forth in the 2022 SEIR and attached hereto as Exhibit F.

1.2 2022 SEIR Project Design Features . “2022 SEIR Project Design Features” means the Project Design Features set forth in the 2022 SEIR and attached hereto as Exhibit F.

1.3 2026 Specific Plan. “2026 Specific Plan” means the amendment to the District At South Bay Specific Plan approved by the City Council on September 15, 2026 pursuant to Ordinance No. 26-2612.

1.4 2022 SEIR . “2022 SEIR ” means Resolution No. 22-085 approving the Final 2022 Supplemental Environmental Impact Report.

1.5 Actual Knowledge. “Actual Knowledge” shall have the meaning set forth in Section 14.7.

1.6 Anniversary Date. “Anniversary Date” means the date of the anniversary of each year following the Effective Date of this Agreement.

1.7 Annual Review . “Annual Review ” means the annual review of Developer’s performance of the Agreement in accordance with Article 10 of this Agreement and Government Code § 65865.1.

1.8 Applicable Law(s) . “Applicable Law(s) ” means all statutes, rules, regulations, ordinances, resolutions, official policies, guidelines, actions, determinations, permits, orders, or requirements of the federal, State, County, City and local and regional government authorities and agencies having applicable jurisdiction, that apply to or govern the Remedial Systems, the 157 Acre Site, or the performance of the Parties ’ respective obligations hereunder

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(specifically including the 2022 SEIR and 2022 SEIR Mitigation Measures), including any of the foregoing which concern health, safety, fire, environmental protection, labor relations, mitigation monitoring plans, building codes, zoning, subdivision, non-discrimination, prevailing wages, DIR (as such term is defined below) regulations, and DTSC Regulations and any and all other regulations or requirements imposed by any applicable governmental authority, including, the Local Enforcement Agency of the Los Angeles County Department of Public Health (“ LEA”), such as those under the Post -Closure Land Use Plan, prepared by RES and EKI, if and when approved by DTSC. All references herein to Applicable Laws include subsequent amendments or modifications thereof, unless otherwise specifically limited by the terms of this Agreement.

1.9 Application. “Application” means an application (whether discretionary or ministerial) for a Development Approval meeting all of the terms of the 2026 Specific Plan or when the terms of the 2026 Specific Plan do not address a particular permit, then meeting the terms of the Zoning Code and other Existing Land Use Regulations.

1.10 BPS. “BPS” shall mean the building protection systems which are required by the Los Angeles County Department of Public Works or the LEA, as applicable, for all new buildings constructed on the Site and which are necessary for development on the 157 Acre Site due to the prior landfill use, which will need to be constructed in order to enable the development and operations of the Project. The BPS is not a Remedial System.

1.11 Carry Costs. “Carry Costs” means those costs associated with ownership by Authority of the 157 Acre Site, including without limitation operation and maintenance of the Remedial Systems and the Authority’s other costs of holding and maintaining the 157 Acre Site.

1.12 Cells. “Cells” means each of the five (5) designated cells described in the RAP within the 157 Acre Site, as delineated in Exhibit A.

1.13 CEQA. “CEQA” means the California Environmental Quality Act, Section 21000 et seq. of the California Public Resources Code and its implementing regulations and guidelines, including future amendments to or recodification thereof.

1.14 Certificate of Review. “Certificate of Review” means the certificate issued by City at the request of Developer following each Annual Review or Major Review to evidence compliance by Developer with the terms of this Agreement.

1.15 Certificate of Occupancy. “Certificate of Occupancy,” with respect to a particular building or other work of improvement, means the final certificate of occupancy issued by City with respect to such building or other work of improvement.

1.16 City Attorney. “City Attorney” means the City Attorney for the City of Carson or his or her designee.

1.17 Claims or Litigation . “Claims or Litigation ” means any litigation, administrative action or other adversarial proceeding, brought by any third party (i) challenging the legality, validity or adequacy of (1) this Agreement, (2) the Existing Development Approvals (including, without limitation the CEQA Determination and the 2026 Specific Plan), (3) any Future Development Approvals, (4) the General Plan or Land Use Regulations to the extent arising

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in the context of a challenge to or affecting implementation of any of the foregoing Development Approvals, or (5) other actions of City pertaining to the Project, or (ii) seeking damages against City as a consequence of the foregoing actions.

1.18 Compliance Log. “Compliance Log” means the compliance log set forth in Section 10.1(c) in this Agreement.

1.19 Conditions of Approval . “Conditions of Approval ” means those conditions to development of the Project imposed pursuant to the Existing Development Approvals, including, without limitation, those set forth on Exhibit G, attached hereto.

1.20 Default. “Default” refers to any material default, breach, or violation of a provision of this Agreement as described in Article 11 below for which a Notice of Default has been given and the time period for cure has passed without cure thereof. “City Default” refers to a Default by City, while “Developer Default” refers to a Default by the Developer.

1.21 Development Agreement Statute . “Development Agreement Statute ” means Sections 65864 through 65869.5 of the California Government Code as it exists on the date the City Council approves this Agreement.

1.22 Development Approvals. “Development Approvals” means the following (to the extent applicable to the Developer Property only): land use approvals, plans, maps, permits and entitlements of every kind and nature, including, but not limited to, the 2026 Specific Plan (and any future Specific Plan amendments), General Plan or Zoning Code amendments, site plans, tentative and final subdivision maps, vesting tentative maps, variances, zoning designations, site plan and design review approvals, administrative permits, con ditional use permits, sign program permits and approvals, review of building, signage or landscape plans, lot line adjustments, certificates of compliance, planning, construction noise variances, engineering or other approvals required pursuant to the Cond itions of Approval, grading, building and other similar permits affecting the Developer Property and other more detailed planning or engineering approvals, CEQA Review and other environmental assessments, including without limitation environmental impact r eports (including the 2022 SEIR), any addenda thereto, initial studies, negative declarations, and mitigated negative declarations, any amendments or modifications to those plans, maps, permits, assessments and entitlements and all conditions of approval l egally required by City with respect to development of the Developer Property, as a condition to subdivision of the 157 Acre Site and/or implementation of the Project in accordance with this Agreement. The term Development Approvals includes both the Exis ting Development Approvals and Future Development Approvals, but does not include rules, regulations, policies, and other enactments of general application within the City.

1.23 Development Plan. “Development Plan” means the Existing Development Approvals, the Existing Land Use Regulations applicable to the Project and/or the Developer Property consistent with the terms of this Agreement, including the Development Standards.

1.24 Development Standards . “Development Standards ” means the development standards, regulations, and requirements set forth in the 2026 Specific Plan or otherwise set forth in this Agreement.

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1.25 DIR. “DIR” means the Department of Industrial Relations.

1.26 Director. “Director” means the City ’s Director of Community Development or equivalent City official. The Director shall be deemed the City ’s compliance officer for monitoring Developer’s performance hereunder.

1.27 DTSC Regulations . “DTSC Regulations ” means the RAP, the 1995 Consent Decree, MAPO, Phased Development Letter, CFA, LUC, and all other orders, or regulations imposed by DTSC upon the Developer Property (and any amendments or modifications thereto).

1.28 Effective Date. “Effective Date” means the latest of the following dates:
(i) the date this Agreement becomes effective pursuant to the Development Agreement Statute; (ii) the date this Agreement has been executed by both Parties; and (iii) the date the A&R Option Agreement has been executed by Developer and the Authority.

1.29 Embankment Lot. “Embankment Lot” means the approximately (5) five- acre strip of land on Cell 2, adjacent to the I-405 Freeway that shall be retained by the Authority.

The Embankment Lot is covered with a clay cap and not a membrane liner.

1.30 Existing Development Approvals . “Existing Development Approvals ” means (i) the Development Approvals listed on Exhibit J, regardless of when the permits and approvals listed in Exhibit J actually take effect, and (ii) the Project Agreements in effect as of the Effective Date.

1.31 Existing Land Use Regulations. “Existing Land Use Regulations” means those Land Use Regulations applicable to the Developer Property in effect on the date the City Council approves this Agreement.

1.32 Final Adverse Judgment . “Final Adverse Judgment ” means, as to any Claims or Litigation involving litigation, administrative action or other adverse proceeding in the nature of litigation with respect to the Existing Development Approvals, the final unappealable judgment of the highest court with jurisdiction over the Claims or Litigation (or expiration of the period in which to file an appeal without appeal having been filed), which judgment sets aside approval of this Agreement, the CEQA Determination , the A&R Option Agreement (and any amendments thereto), or any of the Existing Development Approvals.

1.33 Funding and Cooperation Agreement . “ Funding and Cooperation Agreement” means that certain Funding and Cooperation Agreement between Developer and Authority as further defined in the A&R Option Agreement.

1.34 Future Development Approvals . “Future Development Approvals ” means any discretionary or ministerial Development Approval implementing the Project or regulating development or use of the Developer Property for which an Application or request is made or approved by Developer and for which the City grants approval after the Effective Date.

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1.35 Future Land Use Regulations . “Future Land Use Regulations ” means Land Use Regulations enacted after the date the City Council approves this Agreement that are approved by the City Council in accordance with the terms and conditions of this Agreement.

1.36 General Plan. “General Plan” means the City’s General Plan as it exists on the date the City Council approves this Agreement.

1.37 Insurance Administration Agreement . “Insurance Administration Agreement” means that certain Insurance Administration Agreement between the Authority and the Developer, substantially in the form set forth in the A&R Option Agreement.

1.38 Land Use Regulations. “Land Use Regulations” means those ordinances, laws, statutes, rules, regulations, initiatives, policies, requirements, guidelines, constraints, codes or other actions of the City which govern or apply to the Project or regulate development or use of the Developer Property. La nd Use Regulations include, without limitation, the ordinances and regulations adopted by City which govern permitted uses of land, the density and intensity of use, design standards and process for design review, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes and the design, improvement and construction standards and specifications applicable to the Project and the Developer Property, including, but not limited to, the General Plan, t he 2026 Specific Plan , the 2022 SEIR Mitigation Measures and the 2022 SEIR Project Design Features, the Zoning Code, development moratoria, implementing growth management and phased development programs, exactions, dedication requirements or other development-related fees or charges, subdivision and park codes, any other similar or related codes and building and improvements standards, mitigation measures required in order to lessen or compensate for the adverse impacts of a project on the environment and other public interests and concerns or similar matters. The term “Land Use Regulations” does not include, however, regulations relating to the conduct of business, professions, and occupations generally; taxes and assessments; regulations for the control and abatement of nuisances; building codes; encroachment and other permits and the conve yances of rights and interests which provide for the use of or entry upon public property; any exercise of the power of eminent domain; or similar matters.

1.39 Lenardo Infrastructure . “Lenardo Infrastructure ” means those infrastructure, utilities and other improvements to serve the 157 Acre Site as defined and identified in the A&R Option Agreement.

1.40 License Agreement. “License Agreement” means the license agreement between the Authority and the Developer providing access to the Subsurface Lot of the Remainder Cells and other portions of the Site, as more particularly described in the A&R Option Agreement.

1.41 LOC Easement. “LOC Easement" means the certain easement agreement between Developer and Authority under which Authority may continue to access and operate the Remedial Systems from the landfill operations center, as more particularly described in the A&R Option Agreement.

1.42 Major Review . “Major Review ” shall have the meaning set forth in Section 10.4.

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1.43 Minor Modifications. “Minor Modifications” means those changes to the Project, this Agreement and the Development Plan which can be made administratively as set forth in Section 7.5.

1.44 Municipal Code. “Municipal Code” means the City of Carson’s Municipal Code as it existed on the date the City Council approves this Agreement and as it may be amended from time to time consistent with the terms of this Agreement.

1.45 Permitted Land Uses. “Permitted Land Uses ” means all land uses permitted by the 2026 Specific Plan for Planning Area 3 as of right or permitted with issuance of the appropriate administrative permit, conditional use permit, variance and/or site plan and design review approval, as the case may be, as further described in Section 6 of the 2026 Specific Plan, including without limitation, Tables 6.1 and 6.2 thereof.

1.46 Processing Fees . “Processing Fees ” means (i) City’s normal fees for processing, tentative tracts/cell map review, plan checking, site review, site approval, administrative review, building permit (plumbing, mechanical, electrical, building), inspection and similar fees imposed to recover City’s costs associated with processing, review and inspection of Applications, plans, specifications, etc., and (ii) any fees required pursuant to any Uniform Code described in Section 8.2.3. Developer is not required to pay City ’s normal and customary Processing Fees (provided, that Developer shall not be entitled to reimbursement of any Processing Fees paid as of February 29, 2024).

1.47 Project. “Project” means the development generally described in Recital J above, and the related signage on the Developer Property pursuant to the terms and conditions of this Agreement and the Development Plan, all as described more specifically in the Scope of Development attached hereto as Exhibit D and depicted on the Site Plan attached hereto as Exhibit C. The definition of the Project includes all construction of structures and buildings; construction in connection with leasing of the buildings within the Property, including without limitation, installation of tenant improvements; installation of landscaping; and installation of the signs described in the Development Plan applicable to the Developer Property.

1.48 Project Agreements . “Project Agreements ” means, collectively, this Agreement, the A&R Option Agreement (as amended , modified, or supplemented from time to time), the Reimbursement Agreement, the CC&Rs, the Grant Deed, the License Agreement, the Insurance Administration Agreement, the Funding and Cooperation Agreement, the LOC Easement, the CFD Covenant, and all legally authorized amendments thereto , but only if and during such term as each such Project Agreement is legally effective.

1.49 Remainder Cells Remedial Systems . “Remainder Cells Remedial Systems” means the Remedial Systems to be constructed on the Remainder Cells. In no event shall the Remainder Cells Remedial Systems include any Remedial Systems on the non-Remainder Cells portions of the 157 Acre Site.

1.50 Remedial Systems . “Remedial Systems ” includes, without limitation a landfill liner and cap, gas collection and control system, and groundwater extraction and treatment system on the 157 Acre Site, the soil excavation and grading work to accommodate such systems,

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the landfill operation center ( “LOC”) located on a portion of Cell 3, and including any systems required pursuant to the 2022 SEIR Mitigation Measures or otherwise required by Applicable Laws with respect to the hazardous materials currently located on the 157 Acre Site.

1.51 Scope of Development. “Scope of Development” means the description of the Project and the manner in which it will be developed as set forth in Exhibit D.

1.52 Schedule of Performance. “Schedule of Performance” means the timeline for performance of the Project, the Remainder Cells Remedial Systems, the BPS, and the Site Development Improvements as described in Section 5.1.

1.53 Site Development Improvements . “Site Development Improvements ” shall have the definition given in Recital P.

1.54 Term. “Term” means that period of time during which this Agreement shall be in effect and bind the Parties, as specifically defined in Article 3 below.

1.55 Zoning Code. “Zoning Code” means Title 17 of the Municipal Code as it existed on the date the City Council approves this Agreement, as the same may be further amended from time to time consistent with this Agreement.

ARTICLE 2. RECITALS; EXHIBITS.

2.1 Recitals. The Recitals set forth above are incorporated herein and constitute a part of this Agreement and each Party shall be entitled to rely on the truth and accuracy of each Recital as an inducement to enter into this Agreement. Any capitalized terms not def ined in Article 1 shall have the meaning otherwise assigned to them in this Agreement, or where specifically indicated, in the Project Agreements, or as apparent from the context in which they are used.

2.2 Exhibits. The following are the Exhibits to this Agreement and are incorporated herein by this reference
Exhibit “A” 157 Acre Site Map and Depiction of Cells 1 Through 5 Exhibit “B” Parcel Map 70372 (Surface Parcel and Subsurface Parcel) Exhibit “C” Project Site Plan
Exhibit “D” Scope of Development
Exhibit “E” Intentionally Omitted
Exhibit “F” 2022 SEIR Mitigation Measures and 2022 SEIR Project Design Features
Exhibit “G” Conditions of Approval
Exhibit “H” Intentionally Omitted
Exhibit “I” Intentionally Omitted
Exhibit “J” Existing Development Approvals

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ARTICLE 3. TERM.

3.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and, unless earlier terminated pursuant to Article 11, shall continue until the date that is twenty-five (25) years from the Effective Date of this Agreement.

ARTICLE 4. NATURE OF DEVELOPMENT.

4.1 Vested Right to Develop . During the Term, subject to the Reservation of Authority by City contained in Article 8, Developer shall have a vested right to develop the Project on the Developer Property in accordance with and to the full extent permitted by the Development Plan, as the same may be amended or modified from time to time consistent with the terms of this Agreement, all of which shall exclusively control the development of the Project (including, without limitation, the uses, the density or intensity of use, architec tural review, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes and the design, improvement and construction standards and specifications applicable to the Project or the Developer P roperty). To carry out the Project, Developer anticipates making capital expenditures to be made in reliance upon this Agreement and the A&R Option Agreement.

In the absence of this Agreement, Developer would not have assurance that it can complete and utilize the Project for the uses and to the density and intensity of development set forth in this Agreement and the Existing Development Approvals. This Agre ement is necessary to assure Developer that the Project will not be (i) reduced or otherwise modified in density, intensity or use, maximum height and size of proposed buildings and the design standards applicable to the Project and the Developer Property, from what is set forth in the Existing Land Use Regulations and Existing Development Approvals, or (ii) subjected to new rules, regulations, ordinances or official policies or plans except (1) Applicable Future Rules (as defined in Section 8.2); and (2) Future Development Approvals made applicable to the Project and/or the Developer Property consistent with the terms of this Agreement. Accordingly, Future Development Approvals shall apply to the Project and the Developer Property only to the extent that they are not in conflict with the Development Plan or are not contrary to the terms of this Agreement. Nothing included herein shall preclude Developer from voluntarily modifying the size and number of light industrial buildings proposed for the Property s o long as (i) the total square footage (“sq. ft.”) of industrial buildings does not exceed 1,567,090 (i.e., the sq. ft. amount analyzed in the 2022 SEIR), and (ii) such changes conform to the Development Standards.

4.2 Scope of Development . Developer shall construct the Project in conformance with the Scope of Development, the 2022 SEIR Mitigation Measures, the 2022 SEIR Project Design Features, the Conditions of Approval, and substantially consistent with the Development Plan and the fina l plans and specifications approved by City. Developer shall not make any Material Changes to the Development Plan provided to the City as of the Agreement Date without the written consent of the Director or his or her designee. “Material Changes” for the purposes of this Section 4.2 include modifications to the Development Plan that (i) change the proposed uses for the Property to include uses not analyzed in the 2022 SEIR, (ii) increase the total amount of light industrial square feet and/or ( iii) increase building heights for any portion of the Project above those analyzed in the 2022 SEIR for the Property . Further, Developer shall not construct the Project in a manner which would not be substantially consistent with the Development Plan and in conformance with the 2022 SEIR Mitigation Measures, the 2022 SEIR

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Project Design Features, this Agreement or the Project Agreements, except upon obtaining any additional permits, orders, licenses or approvals required by the Existing Land Use Regulations, Existing Development Approvals and Applicable Future Rules and Future Development Approvals made applicable to the Project and/or the Developer Property consistent with the terms of this Agreement. Modifications to the Development Plan that do not constitute Material Changes as defined above are considered Minor Modifications to the Development Plan that shall be made and approved adm inistratively as set forth in Section 7.5 below. In the event of any proposed changes to the final plans and specifications to the Project following the Agreement Date, Developer shall immediately provide the City with any such changes, which changes shall be subject to the terms of this Section. In addition, as soon as is practicable after completion of Project construction, Developer shall submit to City as-built plans and specifications showing the Project as actually constructed.

4.3 Modification of Specific Plan Standards and City Ordinances. City hereby agrees to the following changes to the design and development criteria contained in the 2026 Specific Plan / City Ordinances:

4.3.1 Public Art. The Project shall implement on -site public art features as set forth in Section 6.10 of the 2026 Specific Plan. The Developer shall submit a comprehensive public art plan for Planning Area 3 to the Director for his or her review and approval prior to issuance of a building permit for the Project and shall install the public art features prior to issuance of any occupancy permits by the City for the particular parcel which the Developer has requested to receive an occupancy permit.

4.3.2 Private Security Services. Developer shall provide private security sufficient to serve the Property , or coordinate with the City to have the Los Angeles County Sheriff’s Department ( “Sheriff”) provide security services for the Property (and/or for specific events), and in all cases Developer shall coordinate with the Sheriff in security matters with respect to the Project. From time to time as requested by any Party or the Sheriff, the Partie s shall meet and confer with the Sheriff regarding matters related to the security of the Project.

4.3.3 Sheriff’s Services and Fees. Developer shall pay for any and all supplemental or overtime services that are requested by Developer or required for the Project. All costs of Sheriff’s services paid by Developer pursuant to this Section shall be administered through and rates shall be determined pursuant to City ’s contract with the Sheriff, as it may be amended from time to time, at the contracted rates paid by City for Sheriff ’s services and without mark-up or administrative fee of any type or sort, unless such administrative fee or mark-up is paid by City pursuant to the agreement between City and the Sheriff.

4.3.4 Intentionally Omitted.

4.3.5 Intentionally Omitted.

4.3.6 Development Impact Fees. Pursuant to Chapter 7 of the City’s Ordinance No. 19-1931 (“DIF Ordinance”), which establishes the City’s required Development Impact Fees (“DIF”) required for any project development within the City, development projects upon property owned by the Authority may be exempt from the terms and provisions of the DIF

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Ordinance. Notwithstanding anything to the contrary herein, Developer shall not be required to pay any DIF pursuant to the DIF Ordinance or any Processing Fees related to Existing Development Approvals, but (i) Developer shall be required to pay any Processing Fees related to Future Development Approvals that require an amendment to the Development Agreement or a new development agreement and (ii) Developer shall be required to fully comply with all of its monetary obligations set forth in the A&R Option Agreement, and in the event of Developer’s breach of such obligations, Developer shall immediately be subject to the City’s DIF Ordinance’s obligations to pay DIF to the City in the amounts and at the time payments are required pursuant to the provisions of the DIF Ordinance, unless otherwise agreed by the City.

4.4 City Infrastructure.

4.4.1 Lenardo Infrastruct ure; Cooperation Agreement . While the City would typically take the responsibility to provide public infrastructure and services on, over and in the 157 Acre Site, including streets, sidewalks, parkways, sewer, water, drainage, lighting, and other utilities, and assure accessibility to the 157 Acre Site, instead, the City has contracted with Authority pursuant to the Cooperation Agreement to ensure the construction of such improvements (i.e., the Lenardo Infrastructure), in order to avoid any City liability with respect to the 157 Acre Site (given the environmental conditions afflicting the Site and the liability associated therewith).

Pursuant to the Cooperation Agreement, the City is obligated to contribute twenty-two million four hundred thousand dollars ($22.4M) of funding to the construction of Lenardo Drive pursuant to its allocation of Measure R/M Bond funding.

4.4.2 Intentionally Omitted.

4.4.3 Intentionally Omitted.

4.5 Project Entries and Entry Monument Signs. City will permit the design and development of three entry plazas for the 157 Acre Site at the main access points to the 157 Acre Site at Del Amo Boulevard, Main Street, and at the Avalon Boulevard/I -405 Freeway ramps (“Entry Plaza(s)”). The Entry Plaza improvements will include iconic entry monuments with integrated signage (comprising the “Entry Monuments ” described in Section 6 of the 2026 Specific Plan) which shall include specific identification signage for the Project as approved by Developer ( “Entry Signs ”). The Entry Monuments and Entry Signs will be developed in accordance with Section 6 of the 2026 Specific Plan and may incorporate hardscape, landscape or other aesthetic features. Plans will be prepared by either Developer, the Cell 2 Developer, and/or the Cell 1 Developer. The first developer within the 157 Acre Site that seeks approval from the City of building permits for its project buildings shall be responsible to prepare the designs and plans for the Entry Plazas as part of the Master Sign Program described below, which shall require approval from the City prior to issuance of building permits (provided, however, that the costs of preparation of such designs and plans shall be subject to reimbursement by the other developers of the 157 Acre Site, once such project s seek approval of building permits , if not earlier ). The Entry Signs may include identity signage for the 157 Acre Site and shall in all cases include identity signage for the Project with the design thereof reasonably approved in good faith by the Authority / City. Developer shall be responsible to pay its pro rata share of the costs of construction, installation, operation and maintenance of the Entry Plazas, including the Entry Monuments and Entry Signs, which shall be equal to sixty percent (60%) of the costs required for

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the installation, operation and maintenance of same in accordance with the terms and provisions of the 2026 Specific Plan.

4.6 Signage Programs.

4.6.1 Master Sign Program. Developer may develop a Master Sign Program design in coordination with the then -current developer of Cell 2, and the Cell 1 Developer, which shall require approval by the City/Authority. The Master Sign Program shall include the designs and plans for the Entry Plazas and the Freeway Pylon Signage as set forth in the 2026 Specific Plan, which must be consistent with any previously approved comprehensive sign program approved by the City for any Cell, provided, however, the Master Sign Program must be prepared and reasonably approved by the City/Authority prior to the issuance of any occupancy permits for any Project buildings. The cost of the Master Sign Program design/construction shall be borne by each respective Cell owner/developer, based upon the acreage of such Cells in comparison to the overall 157 Acre Site. The Master Sign Program design may be subject to revision as the Site is developed, with the Cell 2 Developer, and the Cell 1 Developer forming a sign review committee which shall review any proposed design revisions and make comments to City / Authority with City / Authority having final determination. The Master Sign Program may be implemented in phases based on developed area. Developer shall pay sixty percent (60%) of the reasonable costs associated with the preparation and implementation of the Master Sign Program. Notwithstanding the foregoing, if Developer is not allocated a specific Freeway Pylon Sign (i.e., a digital off-site billboard on the Embankment), such cost allocation for implementation shall be reasonably adjusted to account for such fact, and Developer shall at least be entitled to on- site tenant signage within one or more of the Freeway Pylon Signs, if and to the extent the same are approved by Caltrans for development. The Director may approve other alternatives to the above requirements as deemed necessary depending on the scope and timing on the propose d projects.

4.6.2 Remainder Cell Signage Program . Developer shall prepare and receive approval for a comprehensive sign program for the Remainder Cells as set forth under the terms and conditions under the 2026 Specific Plan, including way-finding signage, project name identification, and wall mounted project signage for all portions of the Project. Such comprehensive sign program must be submitted to the City and approved prior to issuance of a certificate of occupancy for the first industrial building.

4.7 Agreement to Govern Zoning; Priority of Regulations. City has determined that this Agreement is consistent with the General Plan, the 2026 Specific Plan and the Zoning Code. As such, this Agreement and its exhibits shall be the primary documents governing the Project and the use and development of the Developer Property, and, in the event of a conflict, shall prevail over the Existing Land U se Regulations. Any zoning issues or requirements applicable to the Developer Property or any portion thereof that are not otherwise governed by this Agreement, the 2026 Specific Plan, the Existing Development Approvals and/or the Future Development Approvals made applicable to the Project and/or the Developer Property consistent with the terms of this Agreement shall be governed by the Existing Land Use Regulations. Project zoning and permitting shall be governed by the following hierarchy of regulations when there is a conflict in terms that is not reasonably susceptible to interpretive harmonization (with item “a” having highest governing authority and descending therefrom):

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(a) The 2022 SEIR and 2022 SEIR Mitigation Measures and 2022 SEIR Project Design Features in connection with the Existing Development Approvals, as the same may be amended from time to time, in accordance with this Agreement; (b) The terms of this Agreement;
(c) The terms of any Existing Development Approvals,
including without limitation, the 2026 Specific Plan; and (d) Existing Land Use Regulations.

4.8 Right to Future Development Approvals . Subject to City ’s exercise of its police power authority as specified in Articles 6 and 8 below, Developer shall have a vested right:
(i) to receive from City all Future Development Approvals made applicable to the Project and/or the Developer Property that are consistent with and implement the 2022 SEIR, and that are substantially consistent with the Development Plan and this Agreement; (ii) not to have such approvals be withheld, conditioned or delayed for reasons inconsistent with this Agreement, and (iii) to cause development of the Project on the Developer Property in a manner consistent with such approvals in accordance with this Ag reement. All Future Development Approvals for the Developer Property, including, without limitation, zone changes, or tract maps, shall, upon approval by City, be vested in the same manner as provided in this Agreement for the Existing Development Approvals, for the Term of this Agreement.

4.9 Moratorium. Notwithstanding any other provision of this Agreement, no future amendment of any existing City ordinance or resolution or any subsequent ordinance, resolution or moratorium, enacted either by the City Council or by voter approved initiative, that purports to impose or result in a limitation on the Project, imposed by City, shall apply to govern, or regulate the Project or development or use of the Developer Property during the Term. In the event of any such subsequent action by City, Developer shall co ntinue to be entitled to apply for and receive Development Approvals in accordance with the Existing Land Use Regulations, subject only to the exercise of the City’s Reservation of Authority set forth herein.

4.10 Existing Development Approvals . Only those items specifically set forth on Exhibit J hereto are deemed Existing Development Approvals for purposes of this Agreement.

Any approvals not included within Exhibit J shall not apply to the Project with the exception of Applicable Future Rules permitted pursuant to Article 8 below and Future Development Approvals made applicable to the Project and/or the Developer Property consistent with the terms of this Agreement.

4.11 CEQA. CEQA review and approvals for the Project shall be or have been completed prior to, or concurrent with, approval of this Agreement by the City Council. Without limitation of the foregoing, Developer specifically acknowledges and agrees that in connection with the Project, Developer shall satisfy all 2022 SEIR Mitigation Measures and required 2022 SEIR Project Design Features /Project Characteristics for which Developer is assigned responsibility. In the event that any additional CEQA documentation is legally required for any discretionary Future Development Approval for the Project, then City shall conduct such CEQA review, at Developer’s expense.

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4.12 Employment Outreach for Local Residents. A goal of City with respect to this Project and other major projects within City is to foster employment opportunities for City of Carson residents. To that end, Developer covenants that with respect to the construction, operation and maintenance of the Project, Developer shall make reasonable efforts to cause all solicitations for full- or part-time, new or replacement employment relating to the construction, operation and maintenance of the Project to be advertised in such a manner as to target local City residents and shall make other reasonable efforts at local employment outreach, including working with the South Bay Workforce Investment Board and its Carson One -Stop Center, as City shall approve.

Developer shall also notify City of jobs available at the Project such that City may inform City residents of job availability at the Project. Developer will inform its purchasers and lessees of the provisions of these requirements. Nothing in this Section shall require Developer to offer employment to i ndividuals who are not otherwise qualified for such employment. Without limiting the generality of the foregoing, the provisions of this Section are not intended, and shall not be construed, to benefit or be enforceable by any person whatsoever other than City.

4.13 Energy Efficient and Sustainable Building Design . All Project buildings shall promote sustainable and energy efficient practices through compliance with California Code of Regulations, Title 24. In addition, the Project shall be designed to meet the standards for LEED Silver Certified buildings (or eq uivalent techniques or designs used for the purpose of reduction of energy use as approved by the Director in writing) and Developer shall use commercially reasonable efforts to exceed such standards.

4.14 Solar Excess Energy. In the event that there is any excess energy generated from the Project’s on-site photovoltaic panels (excess being defined as any power produced above what is required to provide energy to those activities on Cells 3, 4, and 5), Developer shall offer the City the option to purchase such excess power through a future Power Purchase Agreement.

ARTICLE 5. CONSTRUCTION AND SCHEDULING.

5.1 Timing of Development. The anticipated schedule for construction of the Project, the Remainder Cells Remedial Systems, the Site Development Improvements, the BPS and the Lenardo Infrastructure shall be as provided in the A&R Option Agreement , as may be modified from time to time (“Schedule of Performance ”). Developer will use commercially reasonable efforts to process the Project and commence and complete construction of the Project, the Remainder Cells Remedial Systems, the BPS, and the Site Development Improvements, to the extent such construction is Developer’s obligation under this Agreement and the A&R Option Agreement, in accordance with the Schedule of Performance. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties ’ agreement, it is the Partie s’ intent to cure that deficiency by acknowledging and providing that Developer will adhere to the terms of the Schedule of Performance, as the same may be modified in accordance with this Agreement and the A&R Option Agreement, regarding the timing of development.

5.2 Plan for Construction Scheduling and Phasing.

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5.2.1 Construction Schedule. The Schedule of Performance sets forth the plan for the schedule of construction of the Project, the Remainder Cells Remedial Systems, BPS, and the Site Development Improvements including needed construction access prior to commencement of construction. City acknowledges that the Project may be developed in phases, and that the construction schedule may reflect such phasing. City further acknowledges that it will issue building permits for the Project such that construction may commence prior to recorda tion of the Project’s Final Tract Map. Representatives of City, Authority, Developer and the other developers of Cell 1 / 2 shall meet to develop a coordinated schedule for all construction activity so that no project interferes with another.

5.2.2 Coordination of Development. Consistent with the nature of a major construction project, City shall reasonably regulate development of Cell 1, Cell 2, and the Property so as to ensure that construction activities on and around such other sites, including dust, noise, odors, traffic impediments, etc., do not adversely affect the Project or the construction of the other projects upon Cell 1 or 2, and that the construction activity on such properties will not adversely affect the development of the Property, or Cells 1 or 2, and that all such development shall comply with the terms and conditions of the 2022 SEIR and associated 2022 SEIR Mitigation Measures and 2022 SEIR Project Design Features (as the same may be modified from time to time).

5.3 Processing.

5.3.1 Good Faith Cooperation. It is the express intent of this Agreement that the Parties cooperate and diligently work to implement any of the Existing Development Approvals. If Developer elects, in its sole discretion, to request City to incur overtime or additional consulting services to receive expedited processing by City, Developer shall pay all such overtime costs, charges or fees incurred by City for such expedited processing and City agrees to expedite processing of any Development Approvals, building permits and other permi ts and approvals required for the Project, including, without limitation, by authorizing overtime payments to its employees and contractors as reasonably required to expedite processing.

5.3.2 Processing Fees. Developer shall not be required to pay any normal and customary Processing Fees otherwise applicable to the Project which are otherwise standard for and uniformly applied to similar project developments within the City provided that Developer shall not be entitled to reimbursement of any Processing Fees paid prior to February 29, 2024. This Agreement shall not affect, excuse or modify Developer's obligation to reimburse the City for costs and fees, including attorneys' fees, incurred by the City in accordance with the terms set forth in the Reimbursement Agreement.

5.3.3 Standard of Work. When Developer is required by this Agreement and/or the Development Plan to construct any improvements which will be dedicated to City, the Authority or any other public agency, upon completion, Developer shall perform such work in the same manner and s ubject to the same construction standards as would be applicable to City, the Authority, or such other public agency should it have undertaken such construction work. If Developer performs any such public improvement work, Developer shall pay prevailing wages as required by any applicable laws and City shall not be liable for any failure in Developer’s payment of prevailing wages or legally-imposed penalties therefore.

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5.4 Prevailing Wages. Developer shall pay prevailing wages as required by law, as described in California Labor Code § 1720 (“Prevailing Wage Law”). To the extent that it is determined that Developer has not paid, or does not pay, prevailing wages required by law for any portion of the Project, the Remainder Cells Remedial Systems, the BPS, and the Site Development Improvements, for which Developer is responsible, Developer shall defend and hold City harmless from and against any and all increase in construction costs, or other liability, loss, damage, costs, or expenses (including reasonable attorneys ’ fees and court costs) arising from or as a result of any action or determination that Developer failed to pay prevailing wages in connection with the construction of any portion of the Project, the Remainder Cells Remedial Systems, the BPS, or the Site Development Improvements, for which Developer is responsible, in violation of the Prevailing Wage Law. Developer acknowledges and agrees that should any third party, including, but not limited to, the Director of the Department of Industrial Relations (“DIR”), require Developer or any of its contractors or subcontractors to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the DIR under Prevailing Wage Law, then Developer shall indemnify, defend, and hold City harmless from any such determinations, or actions (whether legal, equitable, or administrative in nature) or other proceedings, and shall assume all obligations and liabilities for the payment of such wages and for compliance with the pro visions of the Prevailing Wage Law. City makes no representation that any construction or uses to be undertaken by Developer are or are not subject to Prevailing Wage Law.

5.5 Other Governmental Permits; Delays . It is expressly understood by the Parties hereto that City makes no representations or warranties with respect to approvals required by any other governmental entity for the implementation of the Project, the Remainder Cells Remedial Systems, the BPS, t he Site Development Improvements, and/or any Certificate of Completion issued by the City in connection with the Project; provided, however, the Parties acknowledge and agree that a Remedial Action Completion Report ( “RACR”) shall be required from DTSC for the Remainder Cells Remedial Systems components constructed on the Remainder Cells for the Decision Unit for which occupancy is sought. Before commencement of construction or development of any buildings, structures, or other works of improvement upon the Developer Property which are Developer ’s responsibility under the Scope of Development and this Agreement, Developer shall at its own expense secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. City shall cooperate with Developer in its efforts to obtain such permits and approvals and to satisfy the conditions to such permits and approvals. City and Developer shall cooperate and use reasonable efforts in coordinating the impleme ntation of the Project and the Development Plan with other public agencies, if any, having jurisdiction over the Project and the Developer Property. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to such items or a guarantee that such approvals or permits will be issued within any particular time or with or without any particular conditions.

5.6 Extensions for Construction Interruption Delays. Modifications to the Schedule of Performance to account for construction interruption delays shall be governed by the A&R Option Agreement.

5.7 Project Implementation. Construction of the Project, BPS, Remainder Cells Remedial Systems, and Site Development Improvements shall conform to the requirements of the

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RAP and other DTSC Regulations. The Parties agree and acknowledge that although the SEIR describes buildout of the Project by 2024 , this timeline has not been feasible due to economic conditions and business factors.

5.8 Certificates of Completion. Once Developer has completed construction of all improvements required for any portion of the Project to City ’s satisfaction, City shall furnish Developer with a Certificate of Completion for such portion of the Project within thirty (30) calendar days of Developer ’s written request therefor (so long as the City has received DTSC’s approval of the Mitigation Measures Completion Report or such other documentation evidencing completion approval from DTSC and/or the LEA ) within such thirty (30) day timeframe, and if not, then City’s obligations shall be extended until such time as DTSC has issued its approval of the Mitigation Measures Completion Report ); provided that City finds that Developer has completed such portion of the Project pursuant to the terms of this Agreement and the Existing Development Approvals. The Certificate of Completion shall be executed and notarized so as to permit it to be rec orded in the Official Records. The “Certificate of Completion ” shall be a certificate stating that it constitutes conclusive determination of satisfactory completion of the construction of the improvements required by this Agreement upon the applicable portion of the Developer Property for the applicable portion of the Project, and of full compliance with the terms of this Agreement with respect thereto. City shall not unreasonably withhold, condition or delay the Certificate of Completion . A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any Lender or any insurer of a Mortgage securing money loaned to finance the improvements, or any part thereof. A Certificate of Completion is not notice of completion as referred to in the California Civil Code Section 8182.

Nothing herein shall prevent or affect Developer’s right to obtain a Certificate of Occupancy from City before any Certificate of Completion is issued. Issuance of a Certificate of Occupancy other than for the shell and core shall not be a pre-condition to issuance of a Certificate of Completion.

ARTICLE 6. PROCESSING OF APPLICATIONS FOR FUTURE DEVELOPMENT APPROVALS; OTHER GOVERNMENT PERMITS.

6.1 Project Uses . Developer shall have the right to utilize the Project in accordance with the Permitted Land Uses and to develop the Project on the Developer Property in accordance with the Development Standards and to the density and intensity of use, maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to the Project or the Developer Property as set forth in the Existing Development Approvals and the Existing Land Use Regulations as the same may be amended from time to time in accordance with the terms and conditions of this Agreement.

6.2 Discretionary Approvals . Issuance by City of Future Development Approvals shall be governed by the terms of the 2026 Specific Plan and the provisions of this Agreement. Unless modified pursuant to City ’s Reservation of Authority set forth in Article 8, the provisions of the 2026 Specific Plan shall in all cases govern with respect to processing and approval of the Development Approvals required for the Project. The issuance of an administrative permit, conditional use permit or site plan and design review approval may result in the imposition of new or amended Conditions of Approval consistent with the requirements of this Agreement and not in conflict with the Development Plan (unless as a result of exercise by City of its Reservation of Authority under Article 8 or agreed to by Developer in writing).

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6.3 Duration of Permits and Approvals. All Project entitlements, including but not limited to, the vesting tentative tract map, site plan and design review permit(s), construction noise variance, administrative permits and all other approvals by City with respect to the Project as part of the Development Approvals shall continue during the Term of this Agreement.

6.4 Processing Future Development Approvals; General Protocols and Payment of Processing Fees. In order to implement the Project, Developer will be required to obtain certain Future Development Approvals, including without limitation signage and lighting permits, engineering permits, grading permits, foundation permits, construction permits and b uilding permits. If Developer requests Future Development Approvals, Developer, in a timely manner, will provide City with all documents, Applications, plans and other information necessary for City to carry out its obligations hereunder in processing the Future Development Approvals, and Developer will cause Developer ’s planners, engineers and all other consultants to submit in a timely manner all required materials and documents therefor.

ARTICLE 7. AMENDMENT AND MODIFICATION OF DEVELOPMENT AGREEMENT.

7.1 Initiation of Amendment. Either Party may propose an amendment to this Agreement.

7.2 Procedure. Except as set forth in Section 7.4 below, the procedure for proposing and adopting an amendment to this Agreement shall be the same as the procedure required for entering into this Agreement in the first instance, and meet the requirements of the Development Agreement Statute § 65867.

7.3 Consent. Except as expressly provided in this Agreement, no amendment, modification or clarification to all or any provision of this Agreement shall be effective unless set forth in writing and signed by duly authorized representatives of each of the Parties her eto and recorded in the Official Records.

7.4 Specific Plan Adjustment Mechanisms . In addition to the procedures provided herein, the 2026 Specific Plan in Section 7 on Implementation contains a process for the Director to issue ministerial/administrative permits and approvals of aspects of the Project that (1) make minor non -substantive changes to the Development Plan and the Project and (2) are consistent with the certified 2022 SEIR.

7.5 Minor Modifications . Notwithstanding the processes established under Section 7 of the 2026 Specific Plan, with the sole exception of the comprehensive sign plan for PA3, Minor Modifications to this Agreement, the Project, and/or the Development Plan shall be made ministerially, with the approval of the Director. Such “ Minor Modifications ” shall be defined as modifications to this Agreement, the Project/Development Plan that do not (i) change the proposed uses analyzed in the 2022 SEIR, (ii) increase the total amount of light industrial square footage within the Property beyond what was studied in the 2022 SEIR, and/or (iii) increase building heights within the Property in comparison to what was studied in the 2022 SEIR.

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ARTICLE 8. RESERVATION OF AUTHORITY.

8.1 Later Enacted Measures . This Agreement is a legally binding contract which will supersede any statute, ordinance, or other limitation enacted after the date this Agreement is approved by the City Council, except as provided in this Article 8. Any such enactment, or the issuance of any Future Development Approval, or the adoption of Future Land Use Regulations applicable to the Project or regulating development or use of the Developer Property which is not an Applicable Future Rule under Section 8.2.1 and which (i) materially affects, restricts, impairs, delays, conditions, or otherwise impacts the vested rights granted to Developer by this Agreement, including, without limitation, the right of Developer to develop, operate and use the Project in accordance with the Development Plan, or (ii) is materially in conflict with or contrary to the terms of this Agreement, shall not apply to the Project. Nothing herein shall restrict Developer ’s right to challenge or contest the validity of any state, federal or local law, regulation or policy or the applicability of such law, regulation or policy to the Developer Property or the Project.

8.2 Limitations, Reservations and Exceptions. Notwithstanding anything to the contrary set forth herein, in addition to the 2022 SEIR, the 2022 SEIR Mitigation Measures, the 2022 SEIR Project Design Features, this Agreement, the Existing Development Approvals and the Existing Land Use Regulations, and only the following Land Use Regulations adopted by City after the date this Agreement is approved by the City Council (“Reservation of Authority”) shall apply to and govern the Project and the Developer Property:

8.2.1 Future Regulations. Future Land Use Regulations which (i) are not in conflict with this Agreement or with the Existing Land Use Regulations, the Existing Development Approvals or any Future Development Approvals made applicable to the Project and/or the Developer Property consistent with the terms of this Agreement or; (ii) even if in conflict with the Existing Land Use Regulations, are enacted or adopted pursuant to the Reservation of Authority of City set forth in this Article 8; or (iii) even if in conflict with the Existing Land Use Regulations, have been consented to in writing by Developer, shall be deemed to constitute “Applicable Future Rules”.

8.2.2 State and Federal Laws and Regulations . Where state or federal laws or regulations enacted after the date this Agreement prevent or preclude compliance with one or more provisions of this Agreement, those provisions shall be applied to the Project / Developer Property to the minimum extent necessary to comply with such state or federal laws or regulations.

8.2.3 Public Health and Safety/Uniform Codes.
(a) Adoption Automatic Regarding Uniform Codes . This
Agreement shall not prevent City from adopting Future Land Use Regulations or amending Existing Land Use Regulations that are uniform codes and are based on recommendations of a multi-state professional organization and become applicable throughout City, such as, but not limited to, the Uniform Building, Electrical, Plumbing, Mechanical, or Fire Codes. (b) Adoption Regarding Public Health and Safety . This Agreement shall not prevent City from adopting Future Land Use Regulations respecting public

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health and safety to be applicable throughout City which directly result from findings by City that failure to adopt such Future Land Use Regulations would result in a condition injurious or detrimental to the public health and safety; provided that such Future Land Use Regulations apply uniformly throughout the City with respect to similar uses or concerns. (c) Adoption Automatic Regarding Regional Programs . This Agreement shall not prevent City from adopting Future Land Use Regulations or amending Existing Land Use Regulations that are regional codes and are based on recommendations of a county or regional organization and become applicable throughout the region, such as the South Bay Cities Council of Governments, with the exception of any Future Land Use Regulations or amendments to Existing Land Use Regulations that will otherwise prohibit the uses or the density or intensity of uses, the maximum height or the design standards applicable to the Project or the Developer Property, that are allowed by this Agreement.

8.2.4 Amendments to Codes for Local Conditions . Notwithstanding the foregoing, no construction within the Project shall be subject to any provision in any of the subsequent Uniform Construction Codes, adopted by the State of California, but modified by City to make it more restrictive than the provis ions of previous Uniform Construction Codes of City, notwithstanding the fact that City has the authority to adopt such more restrictive provision pursuant to the California Building Standards Law, including, but not limited to, Health and Safety Code § 18941.5, unless such amendment applies City-wide.

8.3 Fees, Taxes and Assessments. Notwithstanding any other provision herein to the contrary, City ’s Reservation of Authority shall also pertain to the following: City retains the right, in accordance with the Existing Land Use Regulations of City (i) to impose or modify business licensing or other fees pertaining to the operation of businesses; (ii) to impose or modify taxes and assessments which apply citywide su ch as utility taxes, sales taxes and transient occupancy taxes; (i ii) to impose or modify fees and charges for City services such as electrical utility charges, water rates, and sewer rates ; and ( iv) to impose or modify any fees, taxes or assessments similar to the foregoing; provided that nothing herein shall restrict Developer ’s right to challenge or contest the validity of such fees, taxes and/or assessments.

ARTICLE 9. INTENTIONALLY OMITTED.

ARTICLE 10. ANNUAL REVIEW.

10.1 Annual Review.
(a) At the Annual Review, City shall review the extent of the Developer’s compliance with the terms of this Agreement, including, without limitation, the Mitigation Measures under the 2022 SEIR and the Specific Plan terms and conditions. (b) Such periodic review shall be limited in scope to compliance with the terms of this Agreement pursuant to Section 65865.1 of the Government Code and the monitoring of mitigation in accordance with Section 21081.6 of the Public Resources Code.

Developer shall cooperate in such review in all respects.

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(c) Developer shall maintain a Compliance Log which shall be a written record of (i) all complaints received from any source, public or private, with respect to the Project and/or work performed by Developer under this Agreement, (ii) the action taken by the Developer to address such complaint(s), (iii) the results, and (iv) the dates of each. Notice of the Compliance Log shall be given to each business and person operating and entering upon the Property to the satisfaction of the City. The City shall have access to the Compliance Log during normal business hours and a summary shall be included within the Annual Review. (d) The cost of the Annual Review shall be borne by Developer and Developer shall pay a reasonable deposit in an amount requested by City to pay for such review.

10.2 Intentionally Omitted.

10.3 Failure to Comply . If City finds and determines that Developer has not substantially complied with the material terms and conditions of this Agreement for the period under review or that Developer fails to cooperate with City in the performance of the review, including making records in Developer ’s possession available to City that Developer is required to disclose pursuant to a request from the City, City may, in accordance with the procedures set forth in Section 11.5 and after provision of the notice and cure periods set forth in Section 11.4, declare a Developer Default.

10.4 Major Review. Unless triggered by any public complaint or concerns of the City Council with respect to the Project and/or any work performed by Developer under this Agreement that warrants review of these matters, not more than once every five (5) years, and at the discretion of City, the Annual Review shall be a Major Review which, besides the elements contained in Section 10.1, shall additionally include:
(a) An environmental review of compliance with all 2022 SEIR Mitigation Measures and the 2022 SEIR Project Design Features applicable to the Project. (b) A summary of any significant complaints concerning the Project and/or work performed by the Developer under this Agreement. (c) Summary of general maintenance of the Project, the
Remainder Cells Remedial Systems, BPS, and Site Development Improvements , to the extent Developer is responsible for such maintenance.
(d) Any recommendations for improvement of Project
performance to meet objectives of this Agreement and those set forth in the 2022 SEIR. (e) Other significant issues pertaining to the obligations of Developer under this Agreement, in the discretion of the Director. (f) Public presentation of the report to the City Council at a public meeting.

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10.5 Certificate of Review. Any of the elements set forth in Section 10.4 may be included in an Annual Review at the election of City. If, at the conclusion of an Annual Review or Major Review, City finds that Developer is in substantial compliance with this Agreement, City shall, upon request by Developer, issue a Certificate of Review to Developer in a form approved by City.

10.6 Performance Review. In addition to the Annual Review, at any time based upon complaint or other cause, the Director may initiate a performance review, carried out in accordance with the same procedure used for an Annual Review.

10.7 Failure to Conduct Annual Review . The failure of City to conduct the Annual Review or Major Review shall not be a Developer Default unless Developer fails to cooperate in providing necessary information.

ARTICLE 11. DEFAULT, REMEDIES AND TERMINATION.

11.1 Rights of Non-Defaulting Party after Default. The Parties acknowledge that both Parties shall have hereunder all the remedies as provided below following the occurrence of a default to enforce any term, covenant or agreement contained herein. Before this Agreement may be terminated or action may b e taken against a defaulting Party ( “Defaulting Party”) to obtain judicial relief or otherwise, the Party seeking relief for a default (“Non-Defaulting Party”) shall comply with the notice and cure provisions of Section 11.4 and Section 11.5.1.

11.2 Reimbursement for Monetary Defaults . In the event either Party fails to perform any monetary obligation under this Agreement, the Non-Defaulting Party shall be entitled to, and may sue for, the payment of such sums to the extent due and payable. The Defaulting Party shall pay interest thereon at the lesser of: (i) six percent (6%) per annum, or (ii) the maximum rate permitted by law, from and after the due date of the monetary obligation until payment is actually received by the Non-Defaulting Party.

11.3 Compliance with the Claims Act . Compliance with this Article 11 shall constitute full compliance with the requirements of the Claims Act, Government Code § 900 et seq., pursuant to Government Code § 930.2 in any action brought by Developer.

11.4 Notice and Opportunity to Cure . A Non -Defaulting Party in its discretion may elect to declare a default under this Agreement by delivering a written notice of the alleged default ( “Notice of Default ”) in accordance with the procedures hereinafter set forth for any alleged failure or breach of any other Party to perform any material duty or obligation under the terms of this Agreement. Notwithstanding any failure or breach, a Party shall be deemed to be in Default under this Agreement (and therefore, a Defaulting Party) only if: (i) the Non-Defaulting Party has provided a Notice of Default to such Party setting forth the nature of the breach or failure and the actions, if any, required to cure such breach or failure, and (ii) the Party for which a breach is alleged shall have failed, if the breach or failure can be cured, to take such actions and cure such default (x) within twenty (20) calendar days after the date of its receipt of the written notice delivered by the Non-Defaulting Party for monetary defaults and (y) for all other defaults, within thirty (30) calendar days after the date of its receipt of the Notice of Default delivered by the Non- Defaulting Party, provided, however, if any non -monetary default cannot be cured within such

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thirty (30) day period, then the Defaulting Party shall not be deemed in breach of this Agreement if and as long as such Defaulting Party does each of the following (provided, however, that if such default is not cured within ninety (90) days following the delivery of the Notice of Default by the Non-Defaulting Party, then, notwithstanding such following actions, the Defaulting Party shall be deemed immediately in breach of the terms of this Agreement and the Non-Defaulting Party may terminate this Agreement in accordance with the procedures under Section 11.5.2):
(a) Notifies the Non -Defaulting Party in writing with a reasonable explanation as to the reasons the asserted default is not curable within the thirty (30) day period;
(b) Notifies the Non -Defaulting Party of its Party ’s proposed course of action to cure the default;
(c) Promptly commences to cure the default within the
thirty (30) day period;
(d) Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and
(e) Diligently prosecutes such cure to completion.

11.5 Dispute Resolution; Termination; Remedies; Specific Performance.

11.5.1 Meet & Confer. Prior to any Party issuing a Notice of Default, the Non-Defaulting Party shall inform the Party whose breach is alleged either orally or in writing of the alleged default and request a meeting to meet and confer over the alleged default and how it might be corrected. The Parties through their designated representatives shall meet within ten (10) calendar days of the request therefor. The Parties shall meet as often as may be necessary to correct the conditions of default, but after the initial meeting either Party may also terminate the meet and confer process and revive the claim of default by proceeding with a formal Notice of Default under Section 11.4.

11.5.2 Termination. Any termination permitted by this Agreement shall be carried out by the provision of a termination notice stating that the Non-Defaulting Party will elect to terminate the Agreement within thirty (30) calendar days and stating the reasons therefor (“Termination Notice”). No Termination Notice shall be issued unless a Notice of Default shall have been first delivered and an opportunity to cure each alleged default shall have been provided as described in this Article 11, but such termination shall take immediate effect upon thirty (30) days following the issuance of such Termination Notice.

11.5.3 Legal Action ; Specific Performance. Due to the size, nature and scope of the Project, and due to the fact that it is not, and will not, be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun, the Parties acknowledge that money damages and remedies at law generally are inadequate and that specific performance is appropriate for the enforcement of this Agreement. Therefore, the remedy of specific performance shall be available to both Parties hereto. This subsection shall not limit any other rights, remedies, or causes of action that any Party may have at law or equity and as such, a

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Non-Defaulting Party may seek recovery of monetary damages as set forth in Section 11.2 above.

In addition to any other rights or remedies, a Party may institute legal action to cure, correct or remedy any default, to enforce any covenants or agreements h erein, to enjoin any threatened or attempted violation hereof, to recover damages for any default, or to obtain any other remedies consistent with the purposes of this Agreement.

11.6 Venue. In the event of any judicial action, venue shall be in the Superior Court of Los Angeles County.

ARTICLE 12. ASSIGNMENT, TRANSFERS, AND BINDING SITE COVENANTS.

12.1 Right to Assign or Transfer Interests in this Agreement Prior to Issuance of Certificate of Completion.

12.1.1 Prior to the issuance of a Certificate of Completion for any portion of the Project proposed to be Transferred by the Developer, Developer may Transfer (as defined below) all or any portion of this Agreement or all or any interest, obligation, or right hereunder to any person or entity ( “Pre-Completion Transferee”), subject to the prior written consent of the City, which consent shall be given in the City ’s reasonable discretion within thirty (30) days of request, such reasonableness being based on the following factors: (i) Pre-Completion Transferee’s financial strength and capitalization and/or its ability to obtain financing shall be substantially equivalent or better than the named Developer hereunder as the same relates to the portion of the Project being Transferred, (ii) Pre-Completion Transferee’s experience with projects that are comparable to the portion of the Project being Transferred shall be substantially equivalent to the experience of the named Developer hereunder (or Pre-Closing Transferee shall have retained as an essential member of its development team one or more persons or a firm/consultant(s) that have landfill development project experience substantially consistent with the experience of the development team comprising the named Developer hereunder (including Developer’s consultants, contractors, and agents) ), (iii) the identity of the principals and management team assigned to such portion of the Project, and (iv) its receipt of an executed assignment and assumption agreement accepting and assuming the obligations of Developer hereunder with respect to such portion of the Project. Upon such assignment or Transfer, Developer shall be fully released of all of its obligations under this Agreement except as specifically stated herein. Any assignee of Developer ’s rights hereunder shall be subject to the terms and conditions of this Agreement, the A&R Option Agreement (and any amendments thereto), the License Agreement, the CC&Rs, the CFD Covenant, the Funding and Cooperation Agreement, the LOC Easement, and the Grant Deed (and all easements provided therein), and all other applicable Project Agreements, but only to the extent specifically assigned to such assignee, and only to the extent relating to the portion of the Project being transferred.

12.1.2 The term “Transferred” or “Transfer” means any hypothecation, sale, conveyance, ground lease, assignment or other transfer of the Developer’s obligations / rights under this Agreement or of any portion of the Developer Property. For avoidance of doubt, a Transfer shall not include a master lease, space lease, or sublease of all or any portion of the Project to a user of the Project.

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12.2 Right to Assign or Transfer Interests in this Agreement Following Issuance of Certificate of Completion. Following the issuance of a Certificate of Completion required for the portion of the Project then proposed to be Transferred by Developer, without the necessity of the City’s approval, Developer may freely Transfer all or any portion of this Agreement or all or any interest, obligation, or right hereunder (provided that Developer notifies City at least ten (10) days prior to any contemplated Transfer under this Section) to any person or entity, whether or not owned and controlled by or affiliated with Developer or a Pre-Completion Transferee. Upon such Transfer, Developer and/or the Pre-Completion Transferee (as applicable), shall be released of its obligations under this Agreement except as specifically stated herein.

12.3 Permitted Transfers. Notwithstanding anything herein to the contrary, but subject to any and all DTSC Regulations, the following Transfers shall be permitted at any time without the prior consent of the City (except as expressly set forth below) (any such assignee or transferee described in this Section 12.3 hereinafter referred to as a “Permitted Transferee” and any such Transfer, a “Permitted Transfer”):

12.3.1 A Transfer to any entity that is affiliated with or related to (by virtue of an ownership interest, management agreement or voting right) Faring or an affiliated company and which is sufficiently capitalized for the development and completion of the Projec t (or applicable portion thereof); or

12.3.2 A Transfer of direct or indirect interests in and to Developer or any approved Pre-Completion Transferee of up to 45% of the ultimate ownership interests in and to Developer or an approved Pre-Completion Transferee (in the aggregate); or provided, however, in either such case, (A) that Developer/Pre-Completion Transferee notifies City at least ten (10) days prior to any contemplated Permitted Transfer and promptly supplies City with any documents or information reasonably requested by City regarding such Permitted Transfer or Permitted Transferee (including, if applicable, the documents required und er Section 12.5 below), and (B) Faring shall remain obligated to act as development manager/consultant for the Developer/Pre- Completion Transferee through substantial completion of the Project with the identity of the principal representatives tasked with oversight of the Project on beha lf of Faring subject to reasonable approval by the City. The City and Developer agree that the following individuals are pre-approved for such purpose: Jason Illoulian, Chris Trueblood, Alex Smith, and Darren Embry.

12.4 City Transfers. At any time, City may only assign this Agreement to a successor-in-interest to City that may be created by operation of law.

12.5 Assumption by Assignee . No attempted Transfer of all or any portion of Developer’s interest / obligations hereunder which requires City ’s approval shall be effective unless and until the successor entity signs and delivers to City an assumption agreement, in a form reasonably approved by City, assuming the portion of such obligations pertaining to the portion of the Developer Property being Transferred and that Developer has elected to assign. No consent or approval by City of any Transfer requiring City’s approval shall constitute a further waiver of the provision of this Section 12.5 and, furthermore, City’s consent to a Transfer shall not be deemed to release Developer of liability for performance under this Agreement with respect to the portion of the Project being Transferred unless such release is covered by Section 12.8, below.

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12.6 No Approval Needed for Certain Transfers . City ’s approval of an assignment or Transfer of any portion of the Developer Property under this Agreement shall not be required in connection with any of the following (which shall also for purposes hereof be deemed a Permitted Transfer):
(a) Any mortgage, deed of trust, sale/lease -back, or other form of conveyance for financing, and any resulting foreclosure, sale or assignment in lieu thereof. (b) The granting of covenants, easements and/or dedications to facilitate the development of the Project on the Developer Property. (c) A transfer of common areas to a duly -organized property owners’ association.

12.7 Subject to Terms of Agreement . Following any partial or full assignment or Transfer of any of the rights, obligations, and/or interests of Developer under this Agreement which requires City ’s consent, in accordance with Section 12.1 above, the exercise, use and enjoyment of such rights and interests shall continue to be subject to the terms of this Agreement to the same extent as if the assignee or transferee were Developer with respect to the portion of the Developer Property so Transferred.

12.8 Release of Developer. Upon the written consent of City to a partial or full assignment / Transfer of this Agreement, or in connection with any Permitted Transfer, and the express written assumption of the assigned obligations of Developer under this Agreement by the assignee as, and to the extent, required under Section 12.5, above, Developer shall be relieved of the assigned obligations under this Agreement with respect to the applicable interest in the Agreement so transferred, as long as there does not exist a Developer De fault under the terms of this Agreement prior to the Transfer (in which case Developer shall not be released from these obligations that are in default until such default is cured).

ARTICLE 13. INSURANCE, RELEASES, INDEMNITIES, AND THIRD-PARTY ACTIONS.

13.1 Compliance with DTSC Regulations. In connection with the development, operation and use of the Developer Property, Developer shall at all times comply with the DTSC Regulations, as the same may be amended or modified by DTSC from time to time , and all Applicable Laws.

13.2 Insurance. The Authority has obtained a robust environmental insurance program providing protection to the City and other public entities, developers, property owners and contractors carrying out construction on the Site, including coverage for general liability, bodily injury, property damage and other claims. Authority, Cit y and Developer have or will obtain insurance in accordance with the terms set forth in the A&R Option Agreement.

13.3 Hold Harmless: Developer’s Operations Following Completion of the Project. From and after the completion of the Project, with respect only to third party claims and litigation, Developer shall defend, save and hold City and its elected and appointed boards, commissions, officers, agents, and employees harmless from any and all claims, costs (incl uding attorneys’ fees) and liability for any damages, personal injury or death, which may arise, directly

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or indirectly, from activities or business operations of Developer or Developer ’s agents, contractors, subcontractors, or employees on the Developer Property with respect to the Project, whether such operations be by Developer or by contractors or subcontractors to any of Developer’s agents, contractors or subcontractors, or by any one or more persons directly or indirectly employed by or acting as agent for Developer or any of Developer ’s agents, contractors or subcontractors; provided that (i) the foregoing indemnity shall exclude matters arising from or related to the presence of hazardous materials in place or generated from materials or conditions in place prior to conveyance of the D eveloper Property to Developer; (ii) to the extent that the comprehensive insurance program s discussed in Section 13.2 provide coverage, and so long as Developer is contributing its share of premium to such programs as required by the A&R Option Agreement, the obligations of Developer under this Section 13.3 shall not apply if coverage for defense and payment of loss, in any amount, is affirmatively and actually provided to Authority and City by an insurer, as applicable, under any of the insurance programs obtained and maintained by Authority or Developer and listed in the A&R Option Agreement, and performance by such insurers shall be deemed to satisfy the obligations of Developer hereunder; (iii) the obligations of Developer under this Section shall not apply to any claims, actions, or proceedings arising through the gross negligence or willful misconduct of City, Authority, and their respective members, officers, agents or employees; and (iv) the obligations of Developer under this Section shall not apply with respect to agents, contractors and subcontractors retained by Authority or City and being directed by either of them.

13.4 Litigation Indemnity.

13.4.1 Non-Liability of City Concerning Development Approvals . The Parties acknowledge that there may be challenges to the legality, validity and adequacy of the Development Approvals and/or this Agreement or any amendment hereto; and if successful, such challenges could delay or prevent the performance of this Agreement and the development of the Project. City shall have no liability under this Agreement for the inability of Developer to construct the Project as the result of a judicial determination that the Development Approvals, the General Plan, the zoning, the L and Use Regulations, or any portions thereof are invalid or inadequate or not in compliance with law. If this Agreement or any portion hereof, or any Development Approval is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement and the Development Approvals which are necessary or required to render them valid and enforceable to the extent permitted by applicable law. If litigation is commenced challenging the D evelopment Approvals or the Project generally, then each Party agrees to give the other Party written notice of such challenge immediately after obtaining knowledge thereof. Additionally, Developer shall have the right before judgment is rendered to settle or confess judgement and then request modifications to this Agreement and the Development Approvals as provided above.

13.4.2 Participation in Litigation; Indemnity. Developer agrees to indemnify City and its elected Councilmembers, boards, commissioners, officers, agents, and employees and to hold and save each of them harmless from any and all actions, suits, claims, liabilities, losses, damages, penalties, obligatio ns and expenses (including but not limited to attorneys’ fees and costs) for any Claims or Litigation (other than litigation commenced by City or Authority) seeking to restrain, enjoin, challenge or delay issuance of any of the Development Approvals or this Agreement. City shall provide Developer with notice o f the pendency of such

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action and shall request that Developer defend such action. Developer may utilize the City Attorney’s office or use legal counsel of its choosing, but shall reimburse City for any necessary legal cost incurred by City or the Authority. Developer shall provide a deposit in the amount of City’s estimate, in its sole and absolute discretion, of the cost of litigation, in a rolling 90-day basis, which shall be updated monthly, and shall make additional deposits as requested by City to keep the deposit at such level. If Developer fails to provide or maintain the deposit, City may abandon the action and Developer shall pay all costs resulting therefrom and City shall have no liability to Developer. During any such pending litigation with respect to the Existing Development Approvals, Developer’s obligation to pay the cost of the action, including judgment, shall extend until a Final Adverse Judgment or successful final termination of the Claims or Litigation is obtained. With respect to any Claims or Litigation relating to a Future Development Approval, Developer may at any time notify the City of Developer ’s intention to withdraw its request for such approval, and the obligations of Developer under this Section 13.4.2 shall terminate upon the date of such withdrawal, provided that Developer shall be obligated to indemnify the City for its costs and expenses from the commencement of the Claims or Litigation until the withdrawal from any then pending proceedings or litigation. In the event of an appeal, or a settlement offer, the Parties shall confer in good faith as to how to proceed. In light of Developer ’s indemnity for Claims or Litigation, neither Party shall have the right to settle the litigation without the prior written consent of the other.

13.4.3 Developer Default; City Right to Abandon . If Developer fails to timely pay any such funds described in this Section 13.4, City may abandon the action without liability to Developer and may recover from Developer any attorneys’ fees and other costs for which City or Authority may be liable as a result of abandonment of the action.

13.5 Survival of Indemnity Obligations . All indemnity provisions set forth in this Agreement shall survive termination of this Agreement for any reason other than City ’s Default.

ARTICLE 14. COVENANTS, MAINTENANCE CC&RS AND CFDS.

14.1 Covenants to Run with the Land . Subject to the provisions of Articles 12 and 15 and pursuant to the Development Agreement Statute (Government Code § 65868.5):

14.1.1 Binding on Successors. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devi sees, administrators, representatives, lessees, and all other persons acquiring any rights or interests in the Developer Property, or any portion thereof, whether by operation of laws or in any manner whatsoever and shall inure to the benefit of the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns;

14.1.2 Equitable Servitudes. All of the provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law; and

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14.1.3 Benefit and Burden. Each covenant contained herein to do or refrain from doing some act on the Developer Property hereunder (i) is for the benefit of and is a burden upon every portion of the Developer Property, (ii) runs with such land, and (iii) is binding upon each Party and each successive owner during its ownership of such properties or any portion thereof, and each person having any interest therein derived in any manner through any owner of such lands, or any portion thereof, and each other person succeeding to an interest in such lands.

14.2 Declaration of Non-Discrimination. Developer covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, sexual orientation or gender preference, national origin, or ancestry in the performance of this Agreement. Developer shall take affirmative action to ensure that employees are treated during employment without regard to th eir race, color, creed, religion, sex, marital status, sexual orientation or gender preference, national origin, or ancestry. This provision shall be included in the recorded CC&Rs.

14.3 Declaration of Covenants, Conditions and Restrictions . Prior to or following transfer of the Remainder Cells from the Authority to the Developer (as provided in the A&R Option Agreement), but prior to issuance of final Certificate of Occupancy, Developer and the Authority must execute various Covenants, Conditions and Restrictions applicable to the 157 Acre Site (each of such covenants, conditions, and restrictions, collectively, the “CC&Rs”). The CC&Rs shall be enforceable by the Authority (and potentially, by the City) , as and to the extent further set forth in the CC&Rs, and shall benefit and burden the private owners, tenants and/or occupants of the 157 Acre Site or any portion thereof.

14.4 Community Facilities Districts.

14.4.1 Existing CFD. Upon acquisition of the Property, pursuant to the Grant Deed, Developer shall be subject to the taxes and terms set forth in the Existing CFD and Developer shall be obligated to pay for the costs imposed on the Property under the Existing CFD, unless the same has been amended and removed from title as an obligation as set forth below.

14.4.2 Restructure of Existing CFD. City will cooperate with the Developer and the Authority to take such actions as are reasonably required to restructure the terms of the Existing CFD encumbering the Developer Property such that the Developer Property will be charged only such annual amounts as are necessary to pay for the Developer Property’s pro rata share for operation and maintenance of the Remedial Systems and the 157 Acre Site (the “Amended Sitewide CFD”). All actions reasonably required by City or Authority to restructure the terms of the Existing CFD, as described above, shall be commenced and completed in accordance with the schedule and timing requirements for such actions included in the A&R Option Agre ement (“ CFD Amendment Timing Requirements ”). In connection with the Amended Sitewide CFD, subject to the terms of the A&R Option Agreement, the Authority shall be entitled to record a covenant agreement against the Site to implement the terms and provisions of the Amended Sitewide CFD (the “CFD Covenant”).

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14.5 Representations and Warranties of City . City represents and warrants to Developer that, to City’s Actual Knowledge, the following matters are true and correct as of the Agreement Date:

14.5.1 City. City is a charter city and a municipal corporation under the laws of the State of California. City has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which City is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder.

14.5.2 Actions and Findings. City has taken all actions and adopted such findings as may be required under applicable law to enter into this Agreement and perform its obligations thereunder.

14.5.3 No Violation. City’s execution and delivery of, and performance of its obligations under this Agreement, and other agreements to which City is a party necessary to carry out the transactions contemplated under this Agreement, do not or will not (i) violate the laws, acts or agreements pursuant to which City was created and is governed, (ii) violate, breach, or result in a default under any existing obligation of or restriction on City, or (iii) breach or otherwise violate any existing obligation of or restriction on City under any order, judgment or decree of any state or federal court or federal or state governmental authority.

14.5.4 Required Consents. No order, consent, permit or approval of any state or federal governmental authority is required on the part of City for the execution and delivery of, and performance of its obligations under, this Agreement except for such as have been obtained.

14.6 Representations and Warranties of Developer . Developer represents and warrants to City that, to Developer’s Actual Knowledge, the following matters are true and correct as of the Agreement Date:

14.6.1 Developer. Developer is a limited liability company formed under the laws of the State of Delaware. Developer has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which Developer is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder.

14.6.2 Actions and Findings. Developer has taken all actions and adopted such findings as may be required under applicable law to enter into this Agreement and the Project Agreements and perform its obligations thereunder.

14.6.3 No Violation . Developer ’s execution and delivery of, and performance of its obligations under this Agreement, the Project Agreements, and other agreements to which Developer is a party necessary to carry out this transaction, do not (i) violate the laws, acts or agreements pursuant to which Developer was created and is governed, (ii) violate, breach, or result in a default under any existing obligation of or restriction on Developer, or (iii) constitute a breach or otherwise violate any existing obligation of or restriction on Developer under any order, judgment or decree of any state or federal court or federal or state governmental authority.

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14.6.4 Required Consents. No order, consent, permit or approval of any state or federal governmental authority is required on the part of Developer for the execution and delivery of, and performance of its obligations under, this Agreement and/or the Project Agreements, except for such as have been obtained.

14.7 Actual Knowledge. For purposes of this Section and each of the documents executed in connection herewith, “Actual Knowledge” or words of similar import means and is limited to the actual knowledge, as of the Agreement Date, or, if specifically stated, as of the date of transfer of the Developer Property by Authority to Developer, of David Roberts for City and Jason Illoulian, Alex Smith or Darren Embry for Developer, without any further duty of inquiry or independent investigation on the part of the Party or such individual. Each Party represents and warrants that such persons are the persons within such Party ’s organization having overall responsibility for the operation and management of such Party (and with respect to the Developer, the Remainder Cells). Each Party understands and agrees that such individual(s) shall not be personally liable for any representation or warranty set forth herein.

ARTICLE 15. MORTGAGEE PROTECTION.

15.1 Definitions. As used in this Section, the term “Mortgage” shall include any mortgage, whether a leasehold mortgage or otherwise, deed of trust, or other security interest, or sale and lease-back, or any other form of conveyance for financing recorded against the Property (or any portion thereof). The term “Lender” shall mean and include the holder of the obligations secured by any such Mortgage.

15.2 Notice to City of Mortgage. Notwithstanding the restrictions on transfer in Article 12, mortgages required for construction or term financing of the Project shall be permitted without the consent of City. Developer or Lender may notify City in advance of any Mortgage or any extensions or modifications thereof. Any Lender which has so notified City shall not be bound by any amendment or modification to this Agreement without such Lender giving its prior written consent thereto.

15.3 Developer’s Breach Shall Not Defeat Mortgage Lien . Developer’s breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render void the lien of any Mortgage made in good faith and for value but, unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the successful bidder at any foreclosure sale under any such Mortgage, transferee in lieu thereof or similar transferee.

15.4 Lender Not Obligated to Construct or Complete Improvements. The Lender under any Mortgage shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements described herein or to guarantee such construction or completion.

15.5 Notice of Default and Termination Notice to Mortgagee . Whenever City shall deliver any notice of a Developer Default hereunder or any proposed termination of this Agreement, City shall at the same time deliver a copy of such notice to each Lender of record of any Mortgage who has previously made a written request to City therefor, or to the representative

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of such Lender as may be identified in such a written request by the Lender. No Notice of Default or Termination Notice shall be effective as to the Lender unless such notice is given.

15.6 Right to Cure . Each Lender (insofar as the rights of City are concerned) shall have the right, at its option, within ninety (90) calendar days after the receipt of a Notice of Default or Termination Notice, and one hundred twenty (120) calendar days after Developer’s cure rights have expired, whichever is later, to:
(a) Obtain possession, if necessary, and to commence and diligently pursue the cure until the same is completed, and (b) Add the cost of said cure to the security interest debt and the lien or obligation on its security interest;
provided that, in the case of a default which cannot with diligence be remedied or cured within such cure periods referenced above in this Section 15.6, including as a result of delays in obtaining possession of the Developer Property or Developer ’s bankruptcy, such Lender shall have additional time as reasonably necessary to remedy or cure such default. In the event there is more than one such Lender, the right to cure or remedy a breach or default of Developer under this Section shall be exercisa ble only by the Lender that is first in priority, or as such Lenders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Developer under this Section.

15.7 Assuming Lender. If a Lender or foreclosure transferee (which shall be an affiliate of the Lender) shall undertake to continue the construction or completion of the improvements on the Developer Property as contemplated by this Agreement (beyond the extent necessary to preserve and protect the improvements or construction already made), it must first assume the obligations of Developer under this Agreement by written agreement reasonably satisfactory to City. The Lender must also submit evidence satisfactory to City tha t it has the qualifications and financial responsibility necessary to perform such obligations, and must agree to complete, in the manner required by the Agreement, the improvements to which the lien or title of Lender relates.

ARTICLE 16. MISCELLANEOUS.

16.1 Estoppel Certificate. Either Party (or a Mortgagee under Article 15) may at any time deliver written notice to the other Party requesting an Estoppel Certificate stating:
(a) The Agreement is in full force and effect and is a binding obligation of the Parties;
(b) The Agreement has not been amended or modified either orally or in writing or, if so amended, identifying the amendments; and (c) There are no existing Defaults under the Agreement to the actual knowledge of the Party signing the Estoppel Certificate and such Party has not delivered any Notice of Default to the other Party for which the specified default has not been cured or waived (or otherwise describing such Defaults).

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A Party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting Party within sixty (60) calendar days after receipt of the request. The Director may sign Estoppel Certificates on behalf of City. An Estoppel Certificate may be relied on by assignees and Lenders.

16.2 Force Majeure. Subject to Section 5.6, the time within which Developer or City shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days for which such Party ’s performance is actually delayed by war; acts of terrorism, insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; natural disasters; acts of God; acts of the public enemy; quarantine restrictions; freight embargoes; governmental restrictions on priority, initiative or referendum; moratoria adopted by governmental agencies other than City ; litigation, administrative action or other adversarial proceeding (other than litigation commenced by the delayed Party) seeking to restrain, enjoin, challenge or delay issuance of any of the Development Approvals or this Agreement or the Project Agreement s; injunctions issued by any court of competent jurisdiction; failure of governmental entities (other than the City) to issue permits or approvals (including without limitation failure of DTSC to undertake analysis or to issue health risk assessments, permits or approvals required to permit the development of the Project) (the foregoing, individually or collectively, “Force Majeure”). Any extension of time for any such cause(s) shall be for the period of the actual enforced delay and shall commence to run from the time of the commencement of the cause, so long as written notice by the Party claiming such extension is sent to the oth er Party within sixty (60) calendar days of knowledge by the requesting Party of the commencement of the cause, provided that if the Party claiming such Force Majeure fails to notify the other Party in writing of its request for a given Force Majeure within the sixty (60) calendar days specified above, any extension for such Force Majeure shall be in the sole discretion of the Party to which such request is subsequently made.

16.3 Interpretation.

16.3.1 Construction of Development Agreement . The language of this Agreement shall be construed as a whole and given its fair meaning. The captions of the sections and subsections are for convenience only and shall not influence construction. This Agreement shall be governed by the laws of the State of California. This Agreement shall not be deemed to constitute the surrender or abrogation of City’s governmental powers over the Developer Property.

16.3.2 Entire Agreement. This Agreement, including the Exhibits attached hereto, together with the Project Agreements, constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and this Agreement together with the Project Agreements supersede all previous negotiations, discussions, communications, oral or written, and agreements between the Parties, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms of this Agreement / Project Agreements. In the event of any conflict between or among (i) the terms of this Agreement and any Project Agreements, the terms of this Agreement shall govern with respect to development rights, land uses and entitlements; (ii) the terms of this Agreement and the A&R Option Agreement, the A&R Option Agreement shall govern with respect to conveyance of the Developer Property from Authority to Developer and construction of the Project; (iii) the terms of this Agreement and the Cooperation Agreement, the Cooperation Agreement shall govern with respect to the City and Authority rights and obligations to each other; and/or (iv) the terms of this Agreement (including the incorporation

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of any terms of the A&R Option Agreement) and the Cooperation Agreement, the terms of this Agreement (including the incorporation of any terms of the A&R Option Agreement) shall govern with respect to Developer’s obligations concerning the Project.

16.3.3 Mutual Covenants . The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefitted thereby of the covenants to be performed hereunder by such benefitted Party.

16.3.4 Severability. If any provision of this Agreement is adjudged invalid, void or unenforceable, that provision shall not affect, impair, or invalidate any other provision, unless such judgment affects a material part of this Agreement in which case the Parties shall comply with the meet and confer procedures set forth in Section 11.5.1 above.

16.4 No Third-Party Beneficiaries. There are no other third -party beneficiaries and this Agreement is not intended, and shall not be construed, to benefit or be enforceable by any other person, excepting the Parties hereto.

16.5 Notice. All notices, demands, consents, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed conclusively to have been duly given (i) when hand delivered to the other Party; (ii) upon receipt by the Party to which notice is sent when placed in the US mail, with postage fully prepaid, registered or certified mail, return receipt requested, (iii) the next business day after such notice has been deposited with an overnight delivery service reasonably approved by the Parties (Federal Express, Overnight Express, United Parcel Service and U.S. Postal Service are deemed approved by the Parties), postage prepaid, addressed to the Party to whom notice is being sent as set forth below with next business day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider, or (iv) if via email, on the date such correspondence is sent, so long as written notice is separately given pursuant to one of the means set forth above.

16.5.1 To Developer. Any notice required or permitted to be given by City to Developer under this Agreement shall be in writing addressed as follows:

Developer: Carson Goose Owner, LLC
659 N. Robertson Blvd.

West Hollywood, CA 90069
Attention: Chris Trueblood
Email: [email protected]
With copies to:

Rand, Paster & Nelson LLP
5820 Canoga Avenue
Suite 300
Woodland Hills, CA 91367
Attention: Dave Rand
Email: [email protected]

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Sheppard Mullin
350 South Grand Avenue, 40th Floor
Los Angeles, California 90071-3460
Attention: Pam Westhoff
Email: [email protected]
Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street Suite 800
Irvine, California 92614
Attention: Pamela L. Andes, Esq.

Email: [email protected]
or such other address as the Developer may designate in writing to City.

16.5.2 To City. Any notice required or permitted to be given by Developer to City under this Agreement shall be in writing, addressed as follows and in addition, shall be delivered in the same manner as specified above to both the City at the addresses set forth below:

City of Carson
701 E. Carson Street
Carson, California 90745
Attention: Community Development Director & City Clerk Email: [email protected]; [email protected]
With a copy to: Sunny Soltani, Esq.,
City Attorney
Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, California 92614
Email: [email protected]
or such other address as City may designate in writing to Developer.

16.6 Relationship of Parties. It is specifically understood and acknowledged by the Parties that the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants, and conditions contained in this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the owner of such private property.

16.7 Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend litigation against the other Party, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitle d to reasonable attorneys’ fees. Attorneys ’ fees shall include attorney ’s fees on any appeal, and, in addition, a Party entitled to attorneys ’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court

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allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to a final judgment.

16.8 Further Actions and Instruments . Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent necessary to (i) implement the terms and conditions of this Agreement, the Project, the Existing Development Approvals and the Future Development Approvals made applicable to the Project and/or the Developer Property consistent with the terms of this Agreement, (ii) satisfy the 2022 SEIR Mitigation Measures, the 2022 SEIR Project Design Features, and Conditions of Approval and any subsequent conditions of approval legally required by City as a condition to the subdivision of the 157 Acre Site and development of the Project on the Developer Property, and (iii) prepare and record any necessary amendments to the CC&Rs, or other applicable agreements, covenants, conditions and restrictions and in accordance with this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary to implement this Agreement or to evidence or consummate the transactions contemplated by t his Agreement.

16.9 Time of Essence . Time is of the essence in: (i) the performance of the provisions of this Agreement as to which time is an element; and (ii) the resolution of any dispute which may arise concerning the obligations of Developer and City as set forth in this Agreement.

16.10 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.

16.11 Recitals / Exhibits. All exhibits attached hereto and incorporated herein by reference and all the Recitals above are acknowledged to be true and correct and are incorporated herein by reference.

16.12 Execution.

16.12.1Counterparts. This Agreement may be executed by the Parties in multiple counterparts which counterparts shall be construed together and have the same effect as if all of the Parties had executed one and the same instrument.

16.12.2Recording. City Clerk shall cause a copy of this Agreement to be recorded in the Official Records no later than ten (10) calendar days after the date that the City Council approves this Agreement (Government Code § 65868.5). The recordation of this Agreement is deemed a ministerial act and the failure of City to record the Agreement as required by this Section and the Development Agreement Statute does not make this Agreement void or ineffective.

16.12.3Authority to Execute . The persons executing this Agreement on behalf of each of the Parties hereto warrant that (i) the Party on which behalf it is executing is duly organized and existing, (ii) such person is duly authorized to sign and deliver this Agreement on

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behalf of the Party he or she represents, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, (iv) the entering into of this Agreement does not violate any provision of any other agreement to which such Party is bound and (v) there is no litigation or legal proceeding which would prevent such Party from entering into this Agreement.

(SIGNATURES ON NEXT PAGE)

01223.0022 2186513.1
IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the date first above written.

CITY OF CARSON,
a California Charter City
By:

Name/Title: Lula Davis-Holmes, Mayor
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny Soltani, City Attorney

01223.0022 2186513.1

CARSON GOOSE OWNER, LLC,
a Delaware limited liability company

By:

Name: William Trueblood
Title:

01223.0022 2186513.1

AUTHORITY ACKNOWLEDGMENT
The CARSON RECLAMATION AUTHORITY, a California joint powers authority, as owner of the 157 Acre Site, hereby accepts and agrees to the execution, delivery and recordation of this Development Agreement.

CARSON RECLAMATION AUTHORITY,
a California joint powers authority

_______________________________
Lula Davis-Holmes, Chair

ATTEST:

________________________________
Dr. Khaleah K. Bradshaw, Authority Secretary

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

_________________________________
Sunny Soltani, Authority Counsel

01223.0022 2186513.1

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

01223.0022 2186513.1

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

01223.0022 2186513.1

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

01223.0022 2186513.1

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

01223.0022 2186513.1

EXHIBIT A
157 Acre Site Map and Depiction of Cells 1 through 5

01223.0022 2186513.1

01223.0022 2186513.1

EXHIBIT B
Parcel Map No. 70372 (Surface Parcel and Subsurface Parcel) [Attached]

01223.0022 2186513.1

EXHIBIT C
Project Site Plan

01223.0022 2186513.1

EXHIBIT D
Scope of Development
The Project proposes that the Property (referred to as PA3 under the Specific Plan) will contain light industrial uses with supportive office uses and open space.

The Project will provide a maximum of 1,567,090 sf of light industrial development inclusive of up to 75,000 sf of supportive office uses. PA3 will also include an approximate 0.62- acre parkway space known as the “Enhanced Parkway ,” that would include a n approximately 20- to 40-foot- wide linear park, including shade trees and native planting, a meandering walking path, and a sidewalk along Lenardo Drive from Main Street to the western entrance to Building A in PA3 (shown on Exhibit C attached hereto).

The light industrial uses proposed by the Project will be contained in five main buildings (Buildings A–E), which are anticipated to be occupied by e-commerce and fulfillment center uses or more traditional distribution center and parcel hub type uses, including 75,000 sf of ancillary office space. Flexibility of the use of each individual light industrial building is permitted provided any changes are sufficiently covered by the 2022 SEIR impact analysis.

The building heights of the light industrial buildings, with parapets, would range from 56 feet to a maximum of 65 feet. In addition, in conformance with the 2026 Specific Plan, buildings would be simple geometric shapes with visual interest incorporated through variation in color and materials.

Such buildings would be designed using durable and high-quality materials.

Below are the specific square footages proposed for each of the buildings within PA3:

01223.0022 2186513.1

EXHIBIT E
Intentionally Omitted

01223.0022 2186513.1

EXHIBIT F
2022 SEIR Mitigation Measures and 2022 SEIR Project Design Features [Attached]

01223.0022 2186513.1

EXHIBIT G
Conditions of Approval
[Attached]

01223.0022 2186513.1

EXHIBIT H
Intentionally Omitted

01223.0022 2186513.1

EXHIBIT I
Intentionally Omitted

01223.0022 2186513.1

EXHIBIT J
Existing Development Approvals

1. This Amended and Restated Development Agreement (DA) No. 0001-26

2. 2026 Specific Plan Amendment (SP) No. 00004-26

3. The Carson 2040 General Plan , which designates the Property as “Flex District” in the Land Use and Circulation Element

4. Development and Site Plan Review (DOR) No. 00015-26

5. Amended Vesting Tentative Tract Map (VTTM) No. 83481

6. Certification of 2022 SEIR and adoption of related findings.

RESOLUTION NO. 26-102

A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CARSON (1) FINDING NO FURTHER

ENVIRONMENTAL REVIEW UNDER CEQA IS
REQUIRED PURSUANT TO CEQA GUIDELINES 15168

FOR APPROVAL OF (A) DEVELOPMENT AND SITE
PLAN REVIEW NO. (DOR) 00015-26 AND (B) AMENDED
VESTING TENTATIVE TRACT MAP (VTTM) NO. 83481,
SUBJECT TO CONDITIONS OF APPROVA L; AND (2)

APPROVING (A) DEVELOPMENT AND SITE PLAN
REVIEW NO. (DOR) 00015 -26 AND (B) AMENDED
VESTING TENTATIVE TRACT MAP (VTTM) NO. 83481,
SUBJECT TO CONDITIONS OF APPROVAL.

WHEREAS, on May 28, 2026, the Department of Community Development received an application from Carson Goose Owner, LLC, for real property located at 20400 Main Street, requesting approval of Development and Site Plan Review (DOR) No. 00015 -26 and an Amendment to Vesting Tentative Tract Map (VTTM) No. 83481 to modify their 2022 District Project entitlements to develop approximately 1,567,090 square feet of light industrial and supportive office uses within five buildings and remove approximately 12 acres of publicly accessible but privately maintained open space and commercial/community-use and amenity areas with 12 commercial buildings, known as the Carson Country Mart; and

WHEREAS, the City of Carson Community Development Department on July 15, 2026, published a legal notice in compliance with State law concerning the Planning Commission consideration of the entitlements in the Our Weekly, a local newspaper of general circulation, which included the date and time of the Planning Commission cons ideration of Site Plan, and Design Review No. DOR 00015 -26 and Amended Tentative Tract Map No. VTTM 83481. In addition, on July 15, 2026, a public hearing notice was mailed to each property owner within an expanded radius (2,500-foot radius) of the Project site, indicating the date and time of the public hearing regarding the proposed modified Project in accordance with state law; and

WHEREAS, on August 11, 2026, the Planning Commission , after giving notice pursuant to Government Code Sections 65090, 65091, 65092 and 65094, (i) held a special public hearing for Specific Plan Amendment No. SP00004-2026, Development Agreement No. DA 0001-2026, Site Plan and Design Review No. 00015-26, Vesting Tentative Tract Map No. VTTM 83481, and the CEQA Consistency Determination, and (ii) Adopted Resolution No. 26-2903 recommending City Council approve (1) Specific Plan Amendment No. SP00004 -2026; (2) Amended and Restated Development Agreement No. DA -0001-26, and Approve findings in the CEQA Consistency Determination that no further environmental analysis is required under CEQA, and (iii) Adopted Resolution No. 26-2902 recommending City Council approve Development and Site Plan Review No. (DOR) 00015-26, Amended Vesting Tentative Tract Map (VTTM) No. 83481, and find CEQA Guidelines 15168 Consistency.

WHEREAS, per Section 7.1.10 (proposed to be changed to Section 7.1.11 by the Specific Plan Amendment) of the applicable District at South Bay Specific Plan, “Notwithstanding any other provision of Table 7.1, Decision and Appeal Authority of Each Review Authority, when a site plan and design review, comprehensive sign program, conditional use permit, administrative permit, or permits issued with specific conditions application is processed in conjunction with any Specific Plan Amendment, then the matter may be considered concurrently with consideration of

the Specific Plan Amendment. If the Community Development Director so elects, the Planning Commission shall not be a decision Review Authority but instead shall make a recommendation to the City Council as to all related items concurrently with its recomme ndation on the Specific Plan Amendment, and the City Council shall be the decision Review Authority.” The Community Development Director has so elected with respect to this matter; and

WHEREAS, pursuant to California Government Code Sections 65867 and 65090, the City of Carson on August 07, 2026, published a legal notice of the public hearing regarding Specific Plan Amendment No. SP00004 -2026-2026, Amended & Restated Development Agreement No.

DA-0001-2026, Development and Site Plan Review No. (DOR) 00015 -26, Amended Vesting Tentative Tract Map (VTTM) No. 83481, and CEQA Guidelines 15168 Consistency, to be held by the City Council on September 1, 2026. In addition, on August 05, 2026, a public hearing notice was mailed to each property owner within an expanded radius of 2,000 feet of the Project site, indicating the date and time of the public hearing in accordance with state law; and WHEREAS, the City Council considered and approved Resolution No. 26-102 approving Development and Site Plan Review No. DOR-00015-26, Amended Vesting Tentative Tract Map No. 83481, and CEQA guidelines 15168 Consistency at a duly noticed public hearing on September 1, 2026, and all interested parties were given an opportunity to be heard regarding the Agreement, and thereafter introduced this Ordinance; and WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, HEREBY FINDS, RESOLVES AND ORDERS AS FOLLOWS:

SECTION 1. The City Council finds that the foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 2. The City Council finds as follows:

1. With respect to Development and Site Plan Review No. 00015 -26 to permit the design for an approximately 96-acre project with 1,567,090 sf of light industrial and supportive office uses within five buildings.
a) The Development and Site Plan Review package No. DOR 00015-26 is consistent with the District at South Bay Specific Plan, the Carson General Plan and the Carson Municipal Code. The Project has and will continue to have a General Plan land use designation of Flex District . The development plan is in in conformity with the applicable permitted uses and development standards set forth in Tables 6.1, Permitted Uses, and 6.2, General Development Standards, of the Specific Plan, and is in substantial conformity with the applicable common space; landscape; walls and fences; signage; lighting; service, trash, and utility areas; artistic features; noise; energy conservation; and residential unit provisions set forth in Chapter 6, Dev elopment Standards, of the Specific Plan.
b) Building architectural design, site design and open spaces will be compatible with existing and anticipated development in the vicinity. Light Industrial buildings display a modern aesthetic with abundant glazing and sleek edges. c) The proposed landscaping conforms to the District at South Bay Specific Plan and the State’s Water Efficient Landscape Ordinance (WELO) using native plantings and appropriate irrigation.
d) The proposed development will be phased, and development scheduling will satisfy the required criteria in each phase.

e) Vehicular and pedestrian circulation is designed for convenience and safety. f) The required findings pursuant to Section 7.1.6(D) of the Specific Plan, and CMC Division 5, (“Development and Site Plan Review”) to the extent applicable, can be affirmatively made. The development plan is in substantial conformity with all applicable development standards set forth in Chapter 6, Development Standards, of the Specific Plan. The development plan is compatible with the General Plan and the Specific Plan. The proposed use and development will be compatible with the intended character of the Specific Plan area.

2. With respect to Tentative Tract Map (TTM) No. 83481
a. Tentative Tract Map No. 83481 was reviewed by Transtech Engineering, which determined that the proposed Tentative Tract Map meets the requirements of the City’s Municipal Code and the State Subdivision Map Act, and recommended conditions for the final map approval which will be incorporated.
b. The Tentative Tract Map complies with the City’s Zoning Ordinance, the District at South Bay Specific Plan, and General Plan and is consistent with the intent of Article IX, Chapter 2, Section 9203 (Tentative
Maps) of the Carson Municipal Code. The proposed subdivision, together with the provisions for its design and improvement, is consistent and compatible with the General Plan objectives, policies, general land uses, and programs. The proposed project advances the General Plan goals and policies related to land use, transportation, housing, and economic development.
c. None of the findings requiring denial pursuant to California Government Code Section 66474 can be made.
d. The project site is suitable for the proposed project and will accommodate up to 1,567,090 SF of light industrial and supportive office uses within five buildings.

SECTION 3. The City Council further finds find the proposed project is subject to the provisions of CEQA, but that no new environmental review is required for this Project . Pursuant to Public Resources Code § 21166 and the California Environmental Quality Act (CEQA) Guidelines § 15162, once a CEQA environmental review has been certified for a project, a public agency cannot require subsequent or supplemental Environmental Impact Report unless certain criteria are met. A new EIR is only mandated if: (1) substantial changes are proposed in the project which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severit y of previously identified significant effects; or (3) new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete, shows any of the following: (A) the project will have one or more significant effects not discussed in the previous EIR; (B) significant effects previously examined will be substantially more severe than shown in the previous EIR; (C) mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternativ e; or (D) mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative.

Pursuant to CEQA Guidelines § 15168(c)(2), if the lead agency determines that no subsequent EIR would be required under CEQA Guidelines § 15162, the City can approve the

activity as being within the scope of the project covered by the previously certified program EIR, and no new environmental review or document is required.

In 2006, in accordance with CEQA, the Carson Redevelopment Agency (RDA), as the lead agency, certified a project -level FEIR for the Carson Marketplace Project (2006 FEIR) and the City approved the Carson Marketplace Specific Plan for the 157 -Acre Site and the 11 -acre DD3 project area (referred to as the 2006 Project or 2006 Specific Plan).

In 2009, an Addendum to the 2006 FEIR was prepared and subsequently adopted to include changes in the remediation activities for the Project Site in connection with DTSC regulatory requirements (hereinafter, the term “2006 FEIR” represents the 2006 FEIR and its Addendum, and the term “approved” in connection with the FEIR refers to certification of the 2006 FEIR and the adoption of the 2009 Addendum).

In 2011, the City, relying upon the 2006 FEIR, amended the Carson Marketplace Specific Plan and, as part of that amendment, renamed the 2006 Specific Plan to be The Boulevards at South Bay Specific Plan. During its period of ownership, Carson Marketplace LLC began to implement certain remedial actions to enable development of the ap proved mixed -use development project pursuant to the 2006 Specific Plan.

In 2018 an SEIR was prepared which supplemented the previously approved 2006 FEIR, as described above, to address the impacts for a new project proposal on PA2 of the Project Site, which included a retail outlet mall to be named the Los Angeles Premium Outlets (LAPO Project).

The 2018 SEIR evaluated changes to only the commercially zoned land located south of Del Amo Boulevard, comprising approximately 157 acres. The 2018 Project analyzed under the 2018 SEIR modified or otherwise reduced the scope of the original project analyzed in the 2006 FEIR to ultimately consist of approximately 1,601,500 square feet of regional commercial, general commercial, and related uses, including retail outlet and entertainment uses, up to 1,250 residential units, and up to 350 hotel rooms. Overall, with the proposed modifications, the total square footage was roughly 100,000 square feet less than that studied for the 2006 Project analyzed in the 2006 FEIR. In April 2018, the City approved the 2018 SEIR to implement the 2018 Project as modified and adopted The District at South Bay Specific Plan (thus renaming the previously -approved Boulevards at South Bay Specific Plan).

In 2022, Carson Goose Owner, LLC received entitlements for an amendment to the District at South Bay Specific Plan, General Plan Amendment, Development Agreement, Site Plan and Design Review, and Vesting Tentative Tract Map, and the City certified Supplemental Environmental Impact Report (SCH No. 2005051059) (“2022 SEIR) to modify the permitted land uses within the 96 acre PA3 within the 2018 District at South Bay Specific Plan.

The applicant submitted the District at South Bay Specific Plan Cells 3, 4, and 5 Amendments CEQA Guidelines Section 15168 Evaluation, dated July 2026 and prepared by Environmental Science Associates (ESA) (“CEQA Evaluation”) , to summarize the project modifications and evaluate the Modified Project’s potential environmental effects relative to the approved project, including the adequacy of previously adopted mitigation measures. The CEQA Evaluation provides evidence that the Modified Project is less intensive than the approved Project and would not result in new environmental impacts. The CEQA Evaluation was independently peer reviewed by the City Attorney, who evaluated the analysis for adequacy and consistency with the requirements of CEQA. The City Attorney confirmed, and the City Council finds based on its independent judgment, that the CEQA Evaluation provides an adequate basis for the City's environmental review and supports the findings and conclusions presented within the CEQA Evaluation and this Resolution. The CEQA Evaluation is attached to the September 1, 2026 staff report to the City Council con cerning the Modified Project and is incorporated herein by this reference.

The Modified Project is a modification of the previously approved 2022 District at South Bay project. Compared to the 2022 District at South Bay Project Approvals, the Modified Project will not result in new significant impacts or a substantial increase in the severity of impacts identified in the 2022 Supplemental Environmental Impact Report (SEIR) for the District at South Bay Project.

The applicable mitigation measures identified in the SEIR are incorporated into the design of the Modified Project and imposed as mitigation measures or conditions of approval, as appropriate .

Consequently, none of the conditions that require preparation of a subsequent or supplemental EIR under CEQA Guidelines Section 15162 are present , and therefore the Modified Project is within the scope of the project covered by the previously certified 2022 SEIR, and no new environmental review or document is required.

SECTION 4. The City Council of the City of Carson, pursuant to the findings noted above, does hereby: (1) find that the proposed Project , including Development and Site Plan Review No.

DOR 00015-26 and Amended Vesting Tentative Tract Map No. VTTM 83481, is within the scope of potential environmental impacts analyzed in the certified SEIR for the 2022 Specific Plan Amendment pursuant to CEQA Guidelines Section 15168, and that no further environmental analysis is required pursuant to CEQA Guidelines Section 15162; and (2) approve Development and Site Plan Review No. DOR 00015-26 and Amended Vesting Tentative Tract Map No. VTTM 83481, subject to the Conditions of Approval contained in Exhibit “B” and Exhibit “C” and incorporated herein by Reference, respectively.

SECTION 5. This Resolution shall be effective upon effectiveness of Ordi nance No’s. 26- 2612 and 26-2613.

SECTION 6. The City Clerk shall certify to the adoption of the Resolution and enter it into the book of original Resolutions.

[Signatures on the following page]

PASSED, APPROVED and ADOPTED at a regular meeting of the City Council on this 1st of September, 2026.

APPROVED AS TO FORM: CITY OF CARSON:

__________________________ _______________________
Sunny K. Soltani, City Attorney Lula Davis-Holmes, Mayor

ATTEST:

______________________________
Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )

I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing Resolution, being Resolution No. 26-_____ was adopted by the Carson City Council at its meeting held on the __ day of September, 2026, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

RECUSED: COUNCIL MEMBERS:

_________________________________
Dr. Khaleah K. Bradshaw, City Clerk

EXHIBIT “A”
Legal Description

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