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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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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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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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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Appendix A
The District at South Bay
Plant Palette
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APPENDIX A. THE DISTRICT AT SOUTH BAY PLANT PALETTE
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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
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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
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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
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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
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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.
The District at South Bay Specific Plan
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
The District at South Bay Specific Plan
May 2022 Draft B-3
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
May 2022 Draft B-4
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
The District at South Bay Specific Plan
August 2026 C-1
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.
The District at South Bay Specific Plan
May 2022 Draft C-2
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).
The District at South Bay Specific Plan
August 2026 C-1
APPENDIX D. THE DISTRICT PARKING DEMAND STUDY
01223.0022 2176584.1
Appendix D
The District Parking Demand Study
CITY OF CARSON
COMMUNITY DEVELOPMENT
PLANNING DIVISION
EXHIBIT "B"
CONDITIONS OF APPROVAL
DISTRICT AT SOUTH BAY 2021 SPECIFIC PLAN AMENDMENT No. SPA 0004-2026
These “Conditions of Approval” shall govern the 2026 District at South Bay Specific Plan (“Specific Plan” or “SPA”), located at 20400 South Main St. in the City of Carson (“Project Site”).
The “Project” consists of light industrial uses within PA3. The Project is proposed by the “Applicant” which currently consists of Carson Goose Owner, LLC which term shall include the successors and assigns of the Applicant (aka, the “Developer”).
GENERAL CONDITIONS
1. The Applicant shall sign an Affidavit of Acceptance form and submit the document to the Planning Division within 30 days of receipt of the City Council Resolution approving the 2026 Amendment to the District at South Bay Specific Plan.
2. The adopted Ordinance approving the 202 6 Amendment to the District at South Bay Specific Plan, including the Conditions of Approval contained herein, and the signed Affidavit of Acceptance, shall be copied in their entirety and placed directly onto a separate plan sheet behind the cover sheet of the development plans prior to Building and Safety plan check submittal.
Said copies shall be included in all development plan submittals, including any revisions and the final working drawings.
3. These Conditions of Approval shall be subject to the terms and conditions of the 2026 Specific Plan, 2022 Final Supplemental Environmental Impact Report ( 2022 S EIR), Mitigation Monitoring and Reporting Program (MMRP), Amended & Restated Development Agreement (A&R Development Agreement). In the event of a conflict between these Conditions of Approval and the Development Agreement the A&R Development Agreement shall control.
4. The Applicant shall submit a complete set of electronic Construction Drawings that conform to all the Conditions of Approval to be reviewed and approved by the Planning Division prior to Building and Safety plan check submittal.
5. The Applicant shall comply with all City, county, state, and federal regulations applicable to the Project, including, without limitation. all Department of Toxic Substances (DTSC) requirements and regulations, including remedial systems, site improvements, Building Protection Systems (BPS) and other associated improvements.
6. The Applicant shall comply with all Mitigation Measures, Project Design Features, and Project Characteristics as described in the 2022 Final Supplemental Environmental Impact Report and MMRP.
7. The Applicant shall make any necessary site plan and design revisions to the site plan and elevations approved by the Planning Commission or City Council in order to comply with all the Conditions of Approval and applicable Specific Plan No. SPA 0004-2026 provisions.
8. City Approvals. All approvals by City, the Carson Reclamation Authority (CRA), and the DTSC with respect to the Project and/or the Conditions of Approval set forth herein, unless otherwise specified, shall be by the department head of the department or ag ency requiring the applicable condition. All agreements, covenants, easements, deposits and other documents required herein where City is a party shall be in a form approved by the City Attorney. The Applicant shall pay the cost for review and approval of such agreements and deposit necessary funds pursuant to the May 1, 2022 Reimbursement Agreement.
9. Reimbursement Agreement. A trust deposit account shall be established and maintained pursuant to the Reimbursement Agreement, dated May 1, 2022.
10. Indemnification. The Applicant, and its tenant(s), for themselves and their successors in interest (“Indemnitors”), agree to defend, indemnify and hold harmless the City of Carson, its agents, officers and employees, and each of them (“Indemnitees”) as set forth in the A&R Development Agreement from and against any and all claims, liabilities, damages, losses, costs, fees, expenses, penalties, errors, omissions, forfeitures, actions, and proceedings (collectively, “Claims”) against Indemnitees with respect to the Project entitlements or approval s that are the subject of these Conditions of Approval, and any Claims against Indemnitees which are in any way related to Indemnitees’ review of or decision upon the Project that is the subject of these Conditions of Approval (including, without limitatio n, any Claims related to any finding, determination, or claim of exemption made by Indemnitees pursuant to the requirements of the California Environmental Quality Act, DTSC, or other local or State Agencies, and any Claims against Indemnitees which are in any way related to any damage or harm to people or property, real or personal, arising from Indemnitors’ construction or operations of the Project, including remedial systems, site improvements, Building Protection Systems (BPS) and other associated improvements. or any of the Project entitlements or other approvals that are the subject of Conditions of the Approvals for the Specific Plan, Site Plan and Design Review and Tentative Tract Map. The City will promptly notify Indemnitors of any such claim, act ion or proceeding against Indemnitees, and, at the option of the City, Indemnitors shall either undertake the defense of the matter or pay Indemnitees associated legal costs or shall advance funds assessed by the City to pay for the defense of the matter by the City Attorney. In the event the City opts for Indemnitors to undertake defense of the matter, the City will cooperate reasonably in the defense, but retains the right to settle or abandon the matter without Indemnitors’ consent. Indemnitors shall provide a deposit to the City in the amount of 100% of the City’s estimate, in its sole and absolute discretion, of the cost of litigation / Claims asserted, including the cost of any award of attorneys’ fees, and shall make additional two (2) deposits as requested by the City to keep the deposit at such level. If Indemnitors fail to provide or maintain the deposit, Indemnitees may abandon the action and
Indemnitors shall pay all costs resulting therefrom and Indemnitees shall have no liability to Indemnitors.
ORDINANCE NO. 26-2613
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, (1) FINDING NO FURTHER ENVIRONMENTAL REVIEW
UNDER CEQA IS REQUIRED FOR APPROVAL OF AMENDED &
RESTATED DEVELOPMENT AGREEMENT NO. DA-0001-26
PURSUANT TO CEQA GUIDELINES SECTION 15168; AND (2)
APPROVING AMENDED & RESTATED DEVELOPMENT AGREEMENT
NO. DA-0001-26 BETWEEN THE CITY OF CARSON AND CARSON
GOOSE OWNER, LL C, FOR 1,567,090 SQUARE FEET OF LIGHT
INDUSTRIAL USES ON PLANNING AREA 3 OF THE DISTRICT AT
SOUTH BAY SPECIFIC PLAN PROJECT
WHEREAS, there is a 157-acre site generally located southwest of the Interstate 405 (1 - 405) Freeway (the San Diego Freeway) and north of the Avalon Boulevard interchange at 20400 Main Street in the City of Carson (“Project Site”), which includes the former Cal-Compact Landfill also referred to herein as the “157 Acre Site” and/or the “Project Site”), which operated as a Class II landfill from 1959 until 1965; and
WHEREAS, in 2006 the Project site was owned by Carson Marketplace LLC, a private developer, which proposed a development plan for the Project site that included a 1,995,125 - square-foot (sq. ft.) mixed -use commercial project (including retail, 300 hotel rooms, an d entertainment uses) and 1,550 residential units.
WHEREAS, in 2006 the City of Carson (“City”) adopted the Carson Marketplace Specific Plan; and
WHEREAS, in 2006, in accordance with the California Environmental Quality Act (“CEQA”), the City of Carson Redevelopment Agency ( “RDA”), as lead agency, certified a project-level Final Environmental Impact Report ( “2006 Final EIR”) for the Carson Marketplace Project (SCH No. 2005051059) in connection with development of the Project site; and
WHEREAS, in 2009 an Addendum to the 2006 FEIR was prepared and subsequently adopted to address changes in the remediation activities at the Property; and
WHEREAS, in 2011, the City, relying upon the 2006 FEIR, amended the Carson Marketplace Specific Plan and, as part of that amendment, renamed the Specific Plan as “The Boulevards at South Bay Specific Plan”; and
WHEREAS, in 2018, the City amended the Boulevards at South Bay Specific Plan and, as part of that amendment, renamed the Specific Plan as “The District at South Bay Specific Plan”, which was adopted concurrent with the City’s certification of a Supplemental EIR for the amended Specific Plan; and
WHEREAS, the Carson Reclamation Authority (“CRA”) currently owns the Property and intends to sell/transfer an approximately 96-acre portion the surface lot of the Property for development purposes (known as “Cells 3, 4, and 5” or “Planning Area 3”); and
WHEREAS, Carson Goose Owner, LLC, a private developer (“Developer”), entered into an Option Agreement with the CRA, dated December 17, 2020 (the “Option Agreement”), which allows the Developer to acquire Cells 3, 4, and 5 from the CRA in order to develop a projec t thereon generally consisting of up to 1,567,090 sf of light industrial development including supportive office uses under a Light Industrial (LI) General Plan designation and up to approximately 12 acres of publicly accessible but privately maintained op en space and commercial/community-use and amenity areas (the “Project”); and
WHEREAS, in 2022, the City amended The District at South Bay Specific Plan (“2022 Specific Plan” or “2022 SPA”) to replace the general commercial and hotel uses previously approved for Planning Area 3 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 the remainder of the Property (Planning Areas 1 and 2) under the 2018 Specific Plan Amendment were not modified by the 2022 Specific Plan Amendment. The 2022 SPA was adopted concurrent with the City’s certifi cation of a Supplemental EIR (“2022 SEIR”) for the amended Specific Plan; and
WHEREAS, the Developer has submitted an application to the City for a fourth Amendment to the District at South Bay Specific Plan (the “2026 Specific Plan Amendment” or “2026 SPA”), to replace the Carson Country Mart previously approved for Planning Area 3 under the 2022 Specific Plan Amendment with landscaped parking areas that will service the previously approved light industrial buildings and ancillary office uses (the “2026 Project”).
WHEREAS, the Developer has submitted an Amended & Restated Development Agreement (“A&R Development Agreement”), and
WHEREAS, the Developer has submitted a Section 15168(c)(2) CEQA Consistency Determination Memorandum for the 2026 Specific Plan Amendment ( “CEQA Consistency Determination”) prepared for this Project, which demonstrates that the 2026 Project -specific potential impacts are 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 no further environmental analysis is required pursuant to CEQA Guidelines Section 15162; and
WHEREAS, the 2026 Project is within the scope of the SEIR and is therefore exempt from additional CEQA review per CEQA Guidelines section 15168(c)(2) and (4) and Public Resources Code Section 21094(c) ,as demonstrated by t he CEQA Consistency Determination , which is attached to the September 1, 2026 staff report to the City Council for the above-referenced public hearing and incorporated herein by this reference.
WHEREAS, the use of Planning Area 3 for the 2026 Project is consistent with the proposed 2026 Specific Plan Amendment and remains consistent with the City of Carson’s adopted General Plan; 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 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 ; (ii) Adopted Resolution No. 26 -2903 recommending City Council (1) approve findings in the CEQA Consistency Determination that no further environmental analysis is required under CEQA pursuant to CEQA Guidelines Section 15168, (2) approve Specific Plan Amendment No. SP00004-2026, subject to conditions of approval, and (3) adopt Amended and Restated Development Agreement No. DA -0001-26; and (iii) Adopted Resolution No. 26 -2902 recommending City Council find CEQA Guidelines Section 15168 Consistency and approve Development and Site Plan Review No. (DOR) 00015-26 and Amended VTTM No. 83481, subject to conditions of approval.
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, Amended & Restated Development Agreement No. DA - 0001-26, Development and Site Plan Review No. (DOR) 00015-26, Amended 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 conducted a duly noticed public hearing regarding Amended & Restated Development Agreement No. DA -0001-26 on September 1, 2026, and all interested parties were given an opportunity to be heard regarding the same, and thereafter introduced this Ordinance; and
WHEREAS, Sections 65864 -65869.5 of the California Government Code authorize the City to enter into development agreements and requires the planning agency of the City to find the proposed Amended & Restated Development Agreement to be consistent with the policies and programs of the General Plan and any applicable specific plan, which the Planning Commission has done; and
WHEREAS, all other legal prerequisites to the adoption of this Ordinance have occurred, and the City Council desires to approve and adopt the Amended & Restated Development Agreement No. DA-0001-26 by adoption of this uncodified Ordinance, and
THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, DOES ORDAIN AS FOLLOWS:
SECTION 1. RECITALS. The above recitals are true and correct and incorporated fully herein.
SECTION 2. CEQA FINDINGS.
The City Council finds that the potential environmental impacts associated with the Amended & Restated Development Agreement were adequately assessed by the 2022 SEIR and that there are no circumstances requiring additional environmental review, as detailed in the CEQA Consistency Determination (as defined below), which is attached to the September 1, 2026 staff report to the City Council for the above-referenced public hearing, and is incorporated herein by reference.
The 157 Acre Site was previously analyzed for development pursuant to: (1) a Final Environmental Impact Report for the Carson Marketplace Specific Plan (SCH No. 2005051059), which was certified by the City of Carson on February 8, 2006 (2006 FEIR); (2) Add endum 1 to the 2006 FEIR, which was approved in March 2009; and (3) a Supplemental Environmental Impact Report, which was certified by the City on April 3, 2018 (2018 SEIR). A Supplemental Environmental Impact Report, was certified by the Planning Commission on April 18, 2022 (2022 SEIR), The Planning Commission certification of the 2022 SEIR was appealed on April 21, 2022.
The 2022 SEIR was considered by the City Council on May 23, 2022 and the City Council approved Resolution No. 22-085 (1) adopting the Findings required by CEQA Guidelines; and (2) certifying the 2022 to the Final EIR (SCH No. 20050551059) for the District at South Bay Specific Plan.
To a ssess the potential environmental impacts associated with the 2026 Amended & Restated Development Plan, The Developer has submitted a Section 15168(c)(2) CEQA Consistency Determination Memorandum for the 2026 Specific Plan Amendment (“CEQA Consistency Determination”) prepared for this Project, which demonstrates that the 2026 Project- specific potential impacts are 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 no further environmental analysis is required pursuant to CEQA Guidelines Section 15162. 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 Consistency Determination and this Ordinance.
The 2026 Project, in cluding the Amended & Restated Development Agreement , is a modification of the previously approved 2022 District at South Bay project. Compared to the 2022 District at South Bay Project Approvals, the 2026 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 2022 SEIR are incorporated into the design of the 2026 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 2026 Project is within the scope of the project covered by the previously certified 2022 SEIR, and no further environmental review or document is required for approval of Amended & Restated Development Agreement No. DA-0001-26.
SECTION 3. FINDINGS. Pursuant to Government Code Sections 65864 through 65869.5 and in light of the record before it including the staff report (and all attachments), and all evidence and testimony heard at the public hearing for this item, and consistent with the findings and recommendations of the Planning Commission as set forth i n Resolution No. 26 -2903, the City Council makes the following findings pertaining to the Amended & Restated Development Agreement as related to the Developer Property for purposes of the Project:
a) The Development Agreement is consistent with the General Plan, including the goals and policies of the General Plan, and with the applicable Specific Plan with the 2026 Specific Plan Amendment . The Planning Commission has reviewed the analysis and determined that the proposed Amended & Restated Development Agreement is consistent with the 2026 Specific Plan Amendment, and the Amended & Restated Development Agreement is therefore consistent with the General Plan. The City Council has also reviewed the analysis and record, and affirms the same findings and determinations.
b) The Amended & Restated Development Agreement is consistent with and furthers a number of goals and objectives identified in the City's General Plan , as required by CMC section 9508. 3.A.1. The Project proposed by the Development Agreement represents a productive reuse of a brownfield site that is compatible with surrounding uses, and offers Carson residents new opportunities for residential and light industrial uses and employment. The cu mulative Project area features up to 1,550 residential units, with 1,250 permitted in Planning Area 1 south of Del Amo, bringing needed housing to the City and generating a unique mixed-use environment that can serve as a signature project for Carson. Further detailed findings of consistency between the Project and the General Plan are an appendix to the 2022 SEIR, which findings and supporting evidence has been previously certified by the City Council.
c) The Amended & Restated Development Agreement provides for amendment or cancellation in whole or in part, by mutual consent of the parties to the agreement or their successors in interest as required in Section 65868 of the Government Code.
d) 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.
The Project represents a unique opportunity to develop a significant portion of the 157 Acre Site and remediat e the underlying soil, soil vapor and groundwater issues afflicting the Site. Thus, the development of the Project will not be detrimental to the health, safety, environmental quality, and
general welfare of the community as required under CMC section 9508.3.A.3, and will not adversely affect the orderly development of property or the preservation of property values as required under CMC section 9508.3.A.4.
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, and development of the Project will not be detrimental to the health, safety, environmental quality, and general welfare of the community as required under CMC section 9508.3.A.3.
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, which will allow for the orderly development of property as required under CMC section 9508.3.A.4.
4. Carry Costs. Developer has agreed to reimburse Authority for a proportional share of the Carry Costs of the Site which will substantially assist the Authority in its ongoing operations and maintenance of the Site.
5. Public Art. The Project shall implement on -site public art features as set forth in Section 6.10 of the 202 6 Amended 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 occu pancy permits by the City for the particular parcel which the Developer has requested to receive an occupancy permit.
6. 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.
e) The Amended & Restated Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5.
f) The Amended & Restated Development Agreement provides for a project that is located within an area suitable for the proposed use and will not be detrimental to the public’s health, safety, and general welfare, nor will it adversely affect the orderly development or property values for the subject property or areas surrounding it . The pro visions of the agreement are compatible with the uses authorized in and the regulations prescribed for the zoned district in which the subject property is located.
g) The Amended & Restated Development Agreement is in compliance with the procedures established by the City as required by Government Code Section 65865(c).
SECTION 4. APPROVAL. Based on the foregoing, the City Cou ncil hereby approves and adopts Amended & Res tated Development Agreement No. DA -0001-26, attached hereto as Exhibit “A,” and authorizes its execution by the Mayor.
SECTION 5. RECORDATION. Pursuant to Government Code Section 65868.5, the City Clerk of the City shall record a copy of Amended & Restated Development Agreement No. DA - 0001-26 with the County Recorder within 10 days after execution thereof . The Mayor, City Manager, and City Clerk, or their designees, are authorized and directed to take such actions and execute such documents and certifications as may be necessary to implement and affect execution, recordation and enforcement of this Ordinance and the Amended & Restated Development Agreement No. DA-0001-26.
SECTION 6. SEVERABILITY. If any section, subsection, sentence, clause, phrase, or portion of this ordinance is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remai ning portions of this ordinance. The City Council hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions thereof may be declared invalid or unconstitutional.
SECTION 7. EFFECTIVE DATE. This ordinance shall be in full force and effect thirty (30) days after its adoption.
SECTION 8. CERTIFICATION. The City Clerk of the City of Carson shall certify to the passage and adoption of this Ordinance and shall cause a summary of the same to be published in the manner required by law.
[SIGNATURES ON THE FOLLOWING PAGE]
PASSED, APPROVED and ADOPTED at a regular meeting of the City Council on this __ day of September, 2026.
_______________________
Lula Davis-Holmes, Mayor
ATTEST:
______________________________
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:
__________________________
Sunny K. Soltani, City Attorney
EXHIBIT “A”
AMENDED & RESTATED DEVELOPMENT AGREEMENT NO. DA-0001-26
[to be attached]
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.
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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]
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EXHIBIT C
Project Site Plan
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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:
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EXHIBIT E
Intentionally Omitted
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EXHIBIT F
2022 SEIR Mitigation Measures and 2022 SEIR Project Design Features [Attached]
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EXHIBIT G
Conditions of Approval
[Attached]
01223.0022 2186513.1
EXHIBIT H
Intentionally Omitted
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EXHIBIT I
Intentionally Omitted
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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.