GC 6. There shall be no outdoor lighting for construction beyond 6:00 pm any day.
GC 7. In accordance with GMC Section 18.42.140, any and all roof -mounted equipment, devices or materials shall be completely screened from public view.
The screen enclosures shall be constructed of the same or similar materials, colors and texture of the building.
GC 8. The applicant shall defend, indemnify, and hold harmless the City, its agents, officers, and employees from any claims, actions or proceedings, damages, costs (including without limitation attorneys’ fees), injuries, or liabilities against the City or its agents, officers, or employees arising out of the City’s approval of Environmental Assessment #20-21; General Plan Amendment #3-21; Zone Change #2 -22; Zone Text Amendment #4- 21; Specific Plan #1- 21; Vesting Tentative Map #4-21; Site Plan Review #11- 21; Development Agreement #2 - 21; And Affordable Housing Agreement. The City shall promptly notify the applicant of any claim, action, or proceeding and the City shall cooperate fully in the defense. If the City fails to promptly notify the applicant of any claim, action, or proceeding, or if the City fails to cooperate fully in the defense, the applicant shall not thereafter be responsible to defend, indemnify, or hold harmless the City. Although the applicant is the real party in interest in action, the City may, at its sole discretion, participate in the defense of any action with the attorneys of its own choosing, but such participation shall not relieve the applicant of any obligation under this condition, including the payment of attorneys’ fees.
GC 9. The applicant shall comply with all mitigation measures set forth in the Mitigation Monitoring and Reporting Program adopted for the Project under Resolution No. 6683.
PLANNING
PL1. The approvals granted herein shall be utilized within the time period that the Development Agreement is in effect. Utilization shall mean the issuance of building permits, except for the tentative map. Utilization for the tentative tract map shall mean the final tract map to be recorded with the Los Angeles County Recorder’s (TM 2).
PL2. These Conditions of Approval and the signed acknowledgement 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 revisions and the final working drawings.
PL3. The applicant shall submit for review and approval detailed landscape and irrigation plans prepared by a licensed landscape architect to the Director of Community Development or designee that is consistent with the State’s Water Efficient Landscape Guidelines . At a minimum, tree size shall be 24- inch box
Normandie Crossing Specific Plan Ordinance No. 1878
and shrubs shall be five (5) gallon size. Metal cages, painted green, shall be used to protect irrigation check valves and controller , and consistent with the landscape plans approved by the City Council.,
PL4. The applicant shall submit a site lighting plan, with photometrics, for review and approval to the Community Development Department prior to the issuance of building permits . The plan shall ensure that all exterior lighting (i.e., parking areas, building areas, and entries) shall employ illumination in a manner that meets the approval of the Building Official and the Director of Community Development or designee before building permits are issued. All light fixtures shall be designed and located in a manner that does not allow spillover onto adjacent properties. All light fixtures shall further comply with the requirements of the specific plan.
PL5. Colors and materials as shown on the development plans under Exhibit C , are approved. Deviation from colors and materials shall be in accordance with the Design Standards of the Specific Plan (#1- 21). Any minor modifications to the materials used shall be subject to the review and approval of the Community Development Director. If the Director deems the modifications to be major changes, then it shall go before the Planning Commission for review and approval.
PL6. A master sign program shall be submitted to the Community Development Director for administrative approval. The master sign program shall include identification and wayfinding signage throughout the Specific Plan Area.
PL7. The applicant/developer shall place all mailboxes in accordance with U.S.
Postal Regulations, as reviewed and approved by the Director of Community Development and the Gardena Postmaster prior to the issuance of a Certificate of Occupancy.
PL8. Each subarea of development shall comply with all development standards of the specific plan.
PL9. Applicant shall pay fees in accordance with the Development Agreement which includes:
• A multiple-unit residential development impact fee of $1,000 per unit for market rate units prior to building permit issuance in accordance with Gardena Municipal Code section 15.48.040.
PL10. The applicant shall reimburse the City for all attorney’s fees spent in processing the project application, including review of all documents required by these conditions of approval.
Normandie Crossing Specific Plan Ordinance No. 1878
Off-site Improvements
PL11. The applicant shall submit Street Improvement plans for to the City’s Public Works Department for the review and process for all offsite railroad improvements as shown in Exhibit C to the Normandie Crossing Specific Plan.
The plans shall be in accordance with the California Public Utilities Commission (CPUC) standards and Union Pacific Railroad (UPRR) guidelines.
PL12. The applicant shall submit Street Improvement plans to the City’s Public Works Department for review and approval for the installation of a sidewalk along the south side of 169th Street, west of the Property, between the Brighton Way alleyway and the alley west of Brighton Avenue. Such work shall be completed with the first phase of development.
PROJECT DESIGN FEATURES
DF 1. The Project would utilize off-road diesel-powered construction equipment which would meet, at a minimum, the Tier 4 emission standards for nonroad diesel engines promulgated by the USEPA for equipment greater than 50 horsepower.
DF 2. The Project would comply with the California Green Building Standards Code (CALGreen Code) (California Code of Regulations Title 24, Part 11) for electric vehicle (EV) charging design. Compliance would provide 10% of parking stalls to be EV capable, 25% of parking stalls to be EV ready with Level 2 EV charging receptacles, and 5% of parking stalls to be equipped with Level 2 EV chargers. The final design may vary from this in compliance with the CALGreen Code.
DF 3. There would be no natural gas use by any of the Project land uses.
DF 4. Prior to the start of construction, a Construction Traffic Management Plan would be prepared and submitted to City for review and approval. The Construction Traffic Management Plan would minimize the potential conflicts between construction activities, street traffic, bicyclists, and pedestrians.
Furthermore, the Construction Traffic Management Plan will include, but not be limited to, the following measures.
a. Identified routes for vehicular traffic, bicyclists, and pedestrians around traffic lane, parking lane and/or sidewalk closures as they are required; b. Provisions to ensure that access remains unobstructed for land uses near the Project site during construction;
c. Provisions to accommodate parking for construction workers either on-site or at offsite, off-street locations. Parking would be prohibited on streets in the vicinity of the Project site; and
Normandie Crossing Specific Plan Ordinance No. 1878
d. Prior to the start of construction, the Applicant would coordinate with the City and emergency service providers to ensure adequate access is maintained to the Project site and neighboring businesses and residences.
BUILDING & SAFETY
BS1. The applicant shall comply with all applicable portions of the most current California Building Standards Code (Title 24, California Code of Regulations) in effect at the time of permit application.
BS2. The applicant shall obtain separate Building Division including permits for Demolition, Grading, Building, Electrical, Plumbing, Mechanical, and Fences and Walls if required.
BS3. The applicant shall comply with all conditions set forth by other departments and agencies, including but not limited to: Gardena Planning, Gardena Public Works, and Los Angeles County Fire Department.
BS4. The applicant shall comply with the latest adopted Los Angeles County Fire Code and Fire Department requirements, as applicable.
BS5. The applicant shall demonstrate that coverages has been obtained under California’s General Permit for Stormwater Discharges Associated with Construction Activity by providing a copy of the Notice of Intent (NOI) submitted to the State Water Resources Control Board and a copy of the subsequent notification of the issuance of a Waste Discharge Identification (WDID) Number or other proof of filing shall be provided to the Chief Building Official and the City Engineer. Projects subject to this requirement shall prepare and implement a Storm Water Pollution Prevention Plan (SWPPP). A copy of the SWPPP shall be kept at the project site and be available for review on request. Best Management Practices shall be used during construction to prevent construction materials and soil from entering the storm drain.
BS6. The applicant shall submit a Final Priority WQMP to the Building Division for review and approval. This plan shall be in conformance with all current NPDES requirements. The WQMP must implement Low Impact Development (LID) principles such that projects infiltrate, harvest, re-use, evaporation, or bio-treat storm water runoff. Sheet flowing storm -water, without filtering, is no longer acceptable.
BS7. Prior to demolition activities, an asbestos survey shall be conducted by an Asbestos Hazard Emergency Response Act (AHERA) and California Division of Occupational Safety and Health (Cal/OSHA) certified building inspector to determine the presence or absence of asbestos containing-materials (ACMs).
BS8. A grading plan shall be submitted by the applicant/developer to the Building Official for review and approval. Grading shall be in substantial conformance
Normandie Crossing Specific Plan Ordinance No. 1878
with the proposed project plans.
BS9. The applicant shall provide a complete hydrology and hydraulic study prepared by a qualified engineer, and comply with the recommendations of the engineer, to the satisfaction of the Building Official.
BS10. The applicant shall submit a Final Geotechnical Investigation for City review/approval and comply with its recommendations and any revisions deemed necessary by the City’s Building Official. The Gardena Building Services Division will review construction p lans to verify compliance with standard engineering practices, the GMC/CBSC, and the Geotechnical Investigation’s recommendations.
BS11. The applicant shall prepare construction and demolition waste recycling plans for review and approval by the Building Division. The applicant shall enroll in the city’s waste diversion program.
BS12. The applicant shall post procedures and phone numbers at the construction site for notifying the City, local Police Department, and construction contractor (during regular construction hours and off - hours), along with permitted construction days and hours, complaint procedures, and who to notify in the event of a problem.
BS13. The applicant shall notify neighbors and occupants within 300 feet of the project construction area at least 30 days in advance of anticipated times when noise levels are expected to exceed limits established in the noise element of the general plan or noise ordinance.
BS14. The applicant shall designate an on- site construction complaint and enforcement manager for the project.
BS15. The applicant shall ensure that all construction equipment is properly maintained per manufacturers’ specifications and fitted with the best available noise suppression devices (e.g., improved mufflers, equipment redesign, use of intake silencers, ducts, engine enclosures, and acoustically attenuating shields or shrouds silencers, wraps). All intake and exhaust ports on power equipment shall be muffled or shielded.
PUBLIC WORKS – ENGINEERING DIVISION
PW1. All work in the public right of way shall be constructed in accordance with the Standard Plans and Standard Specifications for Public Works Construction, latest edition and the City and State Codes as applicable. This includes supplements thereto and City of Gardena Standard Drawings. All work shall be designed and signed by a registered Civil Engineer or other applicable professional license engineer(s).
Normandie Crossing Specific Plan Ordinance No. 1878
PW2. Prior to the issuance of demolition or construction permits, the applicant shall prepare and implement a construction management plan that shall be reviewed and approved by the Public Works Director. Any approvals shall be revocable at the discretion of t he Public Works Director if significant impacts develop. The plan shall include restriction on allowing the parking of construction vehicles on 169
th Street only within parking lane where not
prohibited by red curb or signage during working hours for the purpose of receiving materials. The street parking must be open for all during non- working hours. No vehicles may be stopped/parked on Normandie Avenue. No barriers shall be placed on the asphalt at any time. Parked vehicles must conform to all rules and regulations, such as distance from the curb. Pedestrian access must be always unimpeded. There shall be no staging of materials in any public right-of-way.
PW3. Before undertaking any Encroachment/Excavation within the public right of way, the applicant must first obtain the applicable permit from the Public Works Engineering Division.
PW4. Parking for construction workers shall be provided on- site or at off -site, off- street locations. Vehicles of construction workers shall be prohibited from parking within the residential areas.
PW5. Prior to issuance of permits, all public improvements shall be guaranteed to be installed by the execution of an Agreement for Public Improvements secured by sufficient bond sureties or cash, complete indemnification form, Certification of Insurance (General Liability, Auto & Workers Compensation) naming City of Gardena as additional insured, contractor State License and City Business License.
PW6. The applicant shall remove and replace all sidewalk, curb, gutter, curb ramps, driveways, traffic signs, curb drains, marked pavement, and spandrel fronting the property along Normandie Avenue, West 170
th Street, and West 169th
Street.
PW7. The applicant submit improvement plans for trees to be located in the sidewalks on 169th Street and Normandie Avenue to the City Public Works Department for review and approval
PW8. Developer shall provide a ten-foot radii corner cut-off at the northwest corner of Brighton Way alleyway and 169th Street and shall make all improvements necessary to maintain and/or widen public access and put in public improvements in accordance with engineering plans to be approved by the City Public Works Department.
PW9. The applicant shall provide traffic control plans per WATCH (Work Area Traffic Control Handbook) and/or California MUTCD (California Manual on Uniform
Normandie Crossing Specific Plan Ordinance No. 1878
Traffic Control Devices) per the latest standard pending proposed controls (permanent‐overnight or temporary). The temporary/permanent traffic control plans shall be prepared by, or under the direction of, a licensed civil engineer or other authorized to practice traffic engineering.
PW10. The applicant shall provide Street Improvement Plans showing all requirements and submit them to the Public Works Department for review and approval. The Street Improvement Plan shall be stamped and signed by a Civil Engineer Registered in the state of California. As ‐built plan signed and stamped by the Engineer of Record shall be submitted to the Public Works Department prior to finalizing and closing permit. Any deviations from the approved plan will require a submittal of plan revision for the City review and approval.
PW11. The applicant is responsible for all applicant permit, plan check, surety, and other incidental fees pertaining to the proposed project.
PW12. P edestrian access to all surrounding public sidewalks shall be provided at all times, except during such times as improvements are being made to the sidewalks as required by these conditions.
STANDARD CONDITIONS TO REDUCE IMPACTS (Gardena Municipal Code Section 18.42.210. C, D, and E)
GMC1. Prior to commencement of ground- disturbing activities, a qualified vertebrate paleontologist (as defined by the Society for Vertebrate Paleontology) shall develop Worker Awareness and Environmental Program (WEAP) Training for construction personnel. This training shall be presented to construction personnel and include what fossil remains may be found within the Project area and policies and procedures that must be followed in case of a discovery.
Verification of the WEAP Training shall be provided to the G ardena Community Development Department.
GMC2. If fossils or fossil bearing deposits are encountered during ground -disturbing activities, work within a 25-foot radius of the find shall halt and a professional vertebrate paleontologist (as defined by the Society for Vertebrate Paleontology) shall be contacted immediately to evaluate the find. The paleontologist shall have the authority to stop or divert construction, as necessary. Documentation and treatment of the discovery shall occur in accordance with Society of Vertebrate Paleontology standards. The significance of the find shall be evaluated pursuant to the State CEQA Guidelines. If the discovery proves to be significant, before construction activities resume at the location of the find, additional work such as data recovery excavation may be warranted, as deemed necessary by the paleontologist and full -time paleontological monitoring shall occur for the remainder of ground disturbance for the project.
Normandie Crossing Specific Plan Ordinance No. 1878
GMC3. If Native American or tribal cultural resources are found on the site, the applicant shall enter into a cultural resources treatment agreement with a local Native American tribe traditionally and culturally affiliated with Gardena that is acknowledged by the Native American Heritage Commission, which shall address the following:
a. Treatment and disposition of cultural resources;
b. Designation, responsibilities, and participation of professional tribal monitors during grading, excavation and ground disturbing activities; c. Project grading and development scheduling;
d. Terms of compensation for the tribal monitors;
e. Treatment and final disposition of any cultural resources, sacred sites, and human remains discovered on site;
f. Tribal monitor’s authority to stop and redirect grading in order to evaluate the significance of any potential resources discovered on the property, and to make recommendations as to treatment; and
g. The applicant’s agreement to relinquish ownership of all cultural resources, including all archaeological artifacts that are found on the project area, to the tribe for proper treatment and disposition; and the applicant’s agreement that all tribal sacred sites are to be avoided and preserved.
GMC4. In compliance with state law, if human remains are unearthed, the project developer, pursuant to State Health and Safety Code Section 7050.5 , will
contact the county coroner and ensure no further disturbance occurs until the county coroner has made the necessary findings as to origin and disposition pursuant to Public Resources Code Section
5097.98.
GMC5. If the remains are determined to be of Native American descent, the Native American Heritage Commission (NAHC) must be notified within twenty -four hours.
GMC6. Construction, grubbing, brushing, or tree removal shall be conducted outside of the state identified nesting season for migratory birds (typically March 15th through September 1st) if possible. If construction is conducted during nesting season, a pre-construction nesting bird survey shall be conducted within and immediately adjacent to the project site by a qualified professional biologist no more than seven days prior to the beginning of any project -related physical activity that is likely to impact migratory birds. If active nests are found during the pre-construction nesting bird survey, a nesting bird plan (NBP) shall be prepared by a qualified biologist and implemented during construction. At a minimum, the NBP shall include guidelines for addressing active nests, establishing buffers, monitoring, and reporting. The size, location and duration of all buffer zones, if required, shall be based on the nesting species, nesting stage, nest location, its sensitivity to disturbance, and intensity and duration of the disturbance activity. The buffers shall be maintained until the breeding
Normandie Crossing Specific Plan Ordinance No. 1878
season has ended or until a qualified professional biologist has determined that the birds have fledged and are no longer reliant upon the nest or parental care for survival.
GOLDEN STATE WATER COMPANY
GS1. The applicant shall contact Golden State Water Company for review of the existing water main once Los Angeles County Fire Department has issued their fire protection requirements on the project to initiate application for new service installation.
LOS ANGELES COUNTY FIRE DEPARTMENT
FD1. The applicant shall submit plans and specifications to the County of Los Angeles Fire Department Fire Prevention Engineering Section Building Plan Check Unit for review prior to building permit issuance.
FD2. A digital copy of the Final Tract Map shall be submitted to the Fire Department's Land Development Unit for review and approval prior to recordation.
FD3. A digital copy of a water systems improvement plan from the local water purveyor to the County of Los Angeles Fire Department Fire Prevention Division Land Development Unit for the require public fire hydrant.
FD4. Install 1 public fire hydrant as noted on approved Tentative Map/Hydrants and Fire Access Plan. The required fire flow for the public fire hydrants for the proposed development is 3,000gpm at 20 psi residual pressure for 3 hours. All required public fire hydrants shall be installed, tested and accepted prior to beginning construction. All fire hydrants shall measure 6”x 4"x 2-1/2" brass or bronze, conforming to current AWWA standard C503 or approved equal, and shall be installed in accordance with the County of Los Angeles Fire Code.
Fire Code 501.4.
FD5. Install 4 new on-site private fire hydrants as noted on the fire access plan mark up. The required fire flow from the private fire hydrants is 2,500gpm at 20 psi residual pressure for 2 hours. Each private fire hydrant shall be capable to supply of fire flow no less than 1250gpm at 20psi residual pressure for 2 hours duration. Fire Code 507.3 & Appendix C106.1. Submit underground piping plans for the private fire hydrant infrastructure for review and approval to the County of Los Angeles Fire Department Fire Prevention Division Engineering Section Sprinkler Plan Check Unit via EPIC-LA.
FD6. Traffic calming devices, including but not limited to, speed bumps and speed humps shall be prohibited unless approved by the fire code official. Provide a note on the site plan and resubmit for additional Fire Department review.
Provide a note on the Fire Access Plan and resubmit for additional Fire Department review.
Normandie Crossing Specific Plan Ordinance No. 1878
LOS ANGELES COUNTY SANITATION DISTRICTS
SD1. The applicant shall pay a connection fee before a permit to connect to the sewer is issued. For more specific information regarding the connection fee application procedure and fees, please contact the Connection Fee Counter at (562) 908-4288, extension 2727.
CONDITIONS APPLICABLE ONLY TO APARTMENT BUILDING
Subarea A (Apartments)
PL13. The apartment management shall maintain landscaping in a healthy and well - kept manner at all times. Dead or damaged landscape material/vegetation shall be replaced immediately per the approved landscape plan. The irrigation system shall be maintained at all times. Trees on private property shall be permitted to grow to their maximum height.
PL14. The apartment management shall ensure that when units become available for rent, new residents who commence a 12- month lease shall be offered a one- time free monthly Zone 1 EZ Transit pass.
PL15. The applicant shall be required to enter into an agreement for affordable housing in the form attached hereto as Exhibit F , as may be modified by the City Attorney.
PL16. Unbundled Parking. The apartment manager shall charge for residential vehicle parking spaces for Rental Units within Subarea A. The Developer shall unbundle automobile parking charges from the rents or other fees charged for leasing residential units. None of the parking spaces will be allowed to be leased to non-residents of the apartment building.
PL17. Pre-Leasing for Area Employees . Rental Units within Subarea A shall be marketed exclusively for a thirty -day period to residents who are employees working within a 5-mile radius of the development, before the units are offered for rent to the general public. The Developer shall submit a pre- leasing marketing plan to the Community Development Director for review and approval and demonstrate compliance prior to issuance of a certificate of occupancy.
PL18. Transit Information. To ensure that residential tenants of Rental Units within Subarea A are aware of transit options and TDM programs available to them, an information board or kiosk shall be posted in a central location in Subarea A. Developer shall also provide transit inf ormation online, and the website will
Normandie Crossing Specific Plan Ordinance No. 1878
be advertised on the information board or kiosk. This information shall also be included on the website for Rental Units within Subarea A.
PL19. The applicant shall fund and complete the railroad track and roadway improvements along South Normandie Avenue pursuant to current California Public Utilities Commission standards and Union Pacific Railroad guidelines as set forth in Development Agreement #2-21.
PL20. The applicant shall provide five parking spaces to the public for use on a first come, first serve basis along Normandie Avenue.
CONDITIONS APPLICABLE ONLY TO TOWNHOMES
The following conditions apply to the townhome style development regardless of whether applicant chooses to rent or sell the units.
Subarea B (Townhomes)
PL21. The applicant shall provide the City with a copy of the Covenants, Conditions and Restrictions (CC&Rs) for the townhome development within Subarea B, which shall apply to the townhomes for review and approval prior to approval of the final map or issuance of a certificate of occupancy, not including model homes. The CC&Rs shall include all items listed in these conditions which are required to be included in the CC&Rs or items for which the HOA is responsible.
At a minimum, the following provisions shall be included, as may be further detailed by these conditions. The failure to include a condition on the list below does not relieve the responsibility to include it in the CC&Rs if otherwise provided herein:
a. Any revisions to the CC&Rs shall require prior city approval. b. All landscaping to be kept in a healthy condition.
c. Maintenance and repair obligations of all private streets/driveways. d. The re-slurring and re -striping of the driveway and parking areas shall happen every five years at a minimum. The Director of Community Development or designee may require more frequent slurry and re- striping if the parking area is not maintained in good condition. e. The building shall be maintained in good condition at all times and shall be repainted every eight years at a minimum. The Director of Community Development or designee may require more frequent painting if the improvements are not maintained in good condition.
f. Maintenance and repair obligations of all open spaces and Common Areas.
g. Prohibition against outdoor storage.
Normandie Crossing Specific Plan Ordinance No. 1878
h. Prohibition against alterations to architectural treatments. i. Prohibition against parking in driveway areas and in front of garages. j. A requirement that trash cans shall be kept in the garage or out of public view.
k. Residents’ vehicles shall be stored in the garages at all times while on the site.
l. Residents shall not be allowed to use Guest Parking for their own vehicles.
m. The entire site, all walls and fencing, and all building walls shall be maintained at all times free and clear of litter, rubbish, debris, weeds, and graffiti. Graffiti shall be removed within 24 hours and if paint is used to cover the graffiti, it shall be of the same color and texture as the building wall.
When the draft is provided to the City for review, it shall be accompanied by a table specifying where all conditions required can be found.
PL22. The CC&Rs shall provide that the homeowner’s association shall maintain landscaping in a healthy and well-kept manner at all times. Dead or damaged landscape material/vegetation shall be replaced immediately per the approved landscape plan. The irrigation system shall be maintained at all times. Trees shall be permitted to grow to their maximum height.
PL23. The CC&Rs shall contain a prohibition against modifying the exterior colors and materials of any unit without approval by the Community Development Director.
PL24. The applicant shall re- slurry and re- stripe the driveway and parking areas every five years at a minimum. The Director of Community Development or designee may require more frequent slurry and re- striping if the parking area is not maintained in good condition.
PL25. The applicant shall maintain the building in good condition at all times and shall repaint the approved buildings and accouterments every eight years at a minimum. The Director of Community Development or designee may require more frequent painting if the improvements are not maintained in good condition.
PL26. There shall be no outdoor storage permitted within the Common Areas.
PL27. The architecture of each building shall be in accordance with the plans under Exhibit C. A substantial deviation, as determined by the Community
Normandie Crossing Specific Plan Ordinance No. 1878
Development Director, from the architecture approved shall be processed in accordance with the applicable provisions of state law provided in California Government Code sections 65450. Any minor modifications to the materials used shall be subject to the r eview and approval of the Community Development Director.
PL28. All trash cans shall be kept in the garage or out of public view.
PL29. All vehicles shall be prohibited from parking in driveway areas and in front of garages.
PL30. All residents’ vehicles shall be stored in the garages at all times while on the site. Residents shall not be allowed to use Guest Parking for their own vehicles.
PL31. Any revisions to the CC&Rs shall require prior city approval.
TM 1. Applicant shall be required to record a final map to merge the four existing lots and subdivide the lots into two as well as provide for 75 condominium units , regardless of whether applicant desires to sell or rent the townhouse style condominium units. Nothing in this condition shall prohibit applicant from filing a lot line adjustment to separate Subareas A and B prior to the recording of the final map at applicant’s discretion.
TM 2. The final tract map shall be recorded with the Los Angeles County Recorder’s office within a period not to exceed the term of the Development Agreement or any extension thereof. If said map is not recorded within such time, the life of the map shall be deemed expired and said approval shall be considered null and void.
TM 3. In accordance with Section 17.08.170 of the Gardena Municipal Code, the applicant shall dedicate all necessary rights -of-way for public improvements and shall construct such improvements at no cost to the City. Such improvements may include, but not be lim ited to, site grading and drainage, new sidewalk, curb and gutter, driveways, street trees, roadway paving, street lights, traffic control devices, gas mains, electric power lines, telephone and cable lines, all of which shall be installed in accordance with the specifications of the Public Works Department. All utilities shall be underground.
TM 4. Pursuant to Government Code § 66495, at least one exterior boundary line of the land being subdivided must be adequately monumented or referenced before the map is recorded.
Normandie Crossing Specific Plan Ordinance No. 1878
TM 5. In accordance with Government Code § 66473.1, the design of the subdivision shall provide, to the extent feasible, for future passive/natural heating or cooling opportunities.
TM 6. Private driveways shall be indicated on the final map as “Private Driveway and Fire lane” with the widths clearly depicted and shall be maintained in accordance with the Fire Code. All required fire hydrants shall be installed, tested, and accepted prior to construction.
TM 7. Prior to initial phase associated with building construction, all above ground and underground infrastructure shall be installed.
TM 8. The applicant shall pay in lieu park fees in accordance with Chapter 17.20 of the Gardena Municipal Code at the rate of $10,000 per unit prior to the recording of the final map.
TM 9. Model homes may be permitted prior to final map recordation provided that all Fire Department requirements for health and safety are satisfied prior to issuance of a building permit.
Saiko Investment Corporation, certifies that it has read, understood, and agrees to the Project Conditions listed herein.
____________________________________________
Saiko Investment Corporation, Representative
By______________________________________
Dated__________________________________
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF GARDENA
1700 W. 162
nd Street
Gardena, California 90247
Space Above Reserved for Recorder’s Use
EXEMPT FROM RECORDER’S FEES
Pursuant to Government Code Section 6103
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF GARDENA
AND
16911 NORMANDIE ASSOCIATES, LLC
THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY
ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE SECTION 65868.5.
i
TABLE OF CONTENTS
1. Definitions....................................................................................................................................... 1
2. Recitals. ........................................................................................................................................... 5
3. Binding Effect. ................................................................................................................................ 6
3.1 Constructive Notice and Acceptance. ................................................................................... 6
3.2 Rights and Obligations Upon Sale, Assignment, or Transfer............................................... 6
3.3 Liabilities Upon Transfer...................................................................................................... 6
3.4 Resumption of Rights. .......................................................................................................... 7
4. Development of the Property. ......................................................................................................... 7
4.1 Permitted Uses and Design and Development Standards. .................................................... 7
4.2 Entitlement to Develop. ........................................................................................................ 7
4.3 Building Regulations. ........................................................................................................... 7
4.4 Subsequent Rules. ................................................................................................................. 8
4.5 Fees, Exactions, Mitigation Measures and Conditions. ........................................................ 8
4.6 Off-Site Improvements.. ....................................................................................................... 9
4.7 Use of Easements................................................................................................................ 10
4.8 Timing of Development...................................................................................................... 11
4.9 Moratorium. ........................................................................................................................ 11
4.10 Term.................................................................................................................................... 12
4.11 Future Approvals. ............................................................................................................... 12
5. Developer Agreements. ................................................................................................................. 14
5.1 General................................................................................................................................ 14
5.2 Affordable Housing. ........................................................................................................... 14
5.3 Fees. .................................................................................................................................... 15
5.4 Sales and Use Tax............................................................................................................... 15
5.5 Transportation Demand Management.. .............................................................................. 16
5.6 Local Hire. .......................................................................................................................... 16
5.7 Maintenance Obligations. ................................................................................................... 16
6. City Agreements. .......................................................................................................................... 17
6.1 Expedited Processing. ......................................................................................................... 17
6.2 Processing Cooperation and Assistance. ............................................................................ 17
6.3 Processing During Third-Party Litigation. ......................................................................... 17 ii
6.4 Performance of Director Duties. ......................................................................................... 17
6.5 No Amendment to Specific Plan. ....................................................................................... 18
7. Modification/Suspension. ............................................................................................................. 18
8. Demonstration of Good Faith Compliance. .................................................................................. 18
8.1 Review of Compliance. ...................................................................................................... 18
8.2 Good Faith Compliance. ..................................................................................................... 19
8.3 City Report - Information to be Provided to Developer. .................................................... 19
8.4 Developer’s Report. ............................................................................................................ 19
8.5 Notice of Non-Compliance; Cure Rights. .......................................................................... 19
8.6 Public Notice of Finding..................................................................................................... 19
8.7 Failure of Periodic Review. ................................................................................................ 19
9. Excusable Delays. ......................................................................................................................... 20
10. Default Provisions. ........................................................................................................................ 20
10.1 Default. ............................................................................................................................... 20
10.2 Content of Notice of Violation. .......................................................................................... 20
10.3 Remedies for Default. ......................................................................................................... 21
10.4 Resolution of Disputes. ...................................................................................................... 21
10.5 Attorney’s Fees and Costs. ................................................................................................. 21
11. Mortgagee Protection. ................................................................................................................... 21
11.1 Mortgage Not Rendered Invalid. ........................................................................................ 21
11.2 Request for Notice to Mortgagee. ....................................................................................... 21
11.3 Mortgagee’s Time to Cure. ................................................................................................. 22
11.4 Cure Rights. ........................................................................................................................ 22
11.5 Bankruptcy.......................................................................................................................... 22
11.6 Disaffirmation. .................................................................................................................... 22
12. Estoppel Certificate. ...................................................................................................................... 22
13. Administration of Agreement. ...................................................................................................... 23
13.1 Appeal of Staff Determinations. ......................................................................................... 23
13.2 Operating Memoranda. ....................................................................................................... 23
13.3 Certificate of Performance.................................................................................................. 23
14. Amendment or Termination by Mutual Consent. ......................................................................... 24
15. Indemnification/Defense. .............................................................................................................. 24
15.1 Indemnification. .................................................................................................................. 24 iii
15.2 Defense of Agreement. ....................................................................................................... 24
16. Cooperation in the Event of Legal Challenge. .............................................................................. 24
16.1 Third-Party Challenges. ...................................................................................................... 24
16.2 Third-Party Challenges Related to the Applicability of City Laws. ................................... 25
17. Time of Essence. ........................................................................................................................... 25
18. Effective Date. .............................................................................................................................. 26
19. Notices. ......................................................................................................................................... 26
20. Entire Agreement. ......................................................................................................................... 27
21. Waiver. .......................................................................................................................................... 27
22. Supersession of Subsequent Laws of Judicial Action. .................................................................. 27
23. Severability. .................................................................................................................................. 27
24. Relationship of the Parties. ........................................................................................................... 27
25. No Third-Party Beneficiaries. ....................................................................................................... 27
26. Recordation of Agreement and Amendments. .............................................................................. 27
27. Cooperation Between City and Developer. .................................................................................. 28
28. Rules of Construction. .................................................................................................................. 28
29. Joint Preparation. .......................................................................................................................... 28
30. Governing Law and Venue. .......................................................................................................... 28
31. Counterparts. ................................................................................................................................. 28
32. Weekend/Holiday Dates. .............................................................................................................. 28
33. Not a Public Dedication. ............................................................................................................... 28
34. Releases......................................................................................................................................... 29
35. Consent. ........................................................................................................................................ 29
EXHIBITS
A. Legal Description
B. Site Plan
C. Local Hiring/Local Buying Program for Construction
D. Assignment and Assumption Agreement
E. Off-Site Improvement Plans
F. Affordable Housing Agreement (Including Rental Restrictions) 1 DEVELOPMENT AGREEMENT
This Development Agreement (“Agreement”) is made and entered into by and among the CITY OF GARDENA, a municipal corporation (“City”) and 16911 NORMANDIE ASSOCIATES, LLC, a Delaware legal entity authorized to do business in California (“Developer”) as of this 28th day of January, 2025. City and Developer are referred to hereinafter individually as “Party” and collectively as “Parties.” In consideration of the mutual covenants and agreements contained in this Agreement, City and Developer agree as follows:
1. Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions govern the construction of the words and phrases used in this Agreement. Words and phrases not defined in this Section will have the meaning set forth in this Agreement, the Gardena Municipal Code, or in common usage.
“Affordable Unit” means the seven (7) units affordable to Moderate Income Households located in Subarea A.
“Agreement” means this Development Agreement.
“Applicable Rules” means:
• The Gardena General Plan, as it existed on the Approval Date, as modified by the Project Approvals;
• The Gardena Municipal Code, as it existed on the Approval Date, as modified by the Project Approvals;
• Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the property, density, design, improvement, development fees, and construction standards and specifications applicable to the development of the Property in force at the time of the Effective Date, which are not in conflict with this Agreement.
“Approval Date” means January 14, 2025 the date on which the last of the Project Approval applications were approved by the City Council.
“Approved Plans” means a plan for any aspect of the Project, including, without limitation, the Site Plan, landscaping and irrigation plans, which are approved by City in accordance with the Applicable Rules, and Project Approvals.
“Building Regulations” means those regulations set forth in Title 15 of the GMC. “CEQA” means the California Environmental Quality Act, Public Resources Code Section 21000 et seq.
“CEQA Guidelines” means the regulations implementing CEQA which have been adopted by the State and found at Title 14 of the California Code of Regulations, Section 15000 et seq. 2 “City” means the City of Gardena, a municipal corporation. “City Council” means the City Council of the City of Gardena. “Developer” means 16911 Normandie Associates, LLC, a Delaware legal entity authorized to do business in Cali fornia, and its Transferees. In the event Subarea A and Subarea B, are separately sold, assigned, or transferred, “Developer” can refer to the owner of Subar ea A and Subarea B, individually or collectively.
“Development Standards” means the design and development standards that are applicable to the Project as set forth in the Specific Plan.
“Director” means the Director of Community Development or his designee. “Effective Date” means the date on which the Enabling Ordinance becomes effective in accordance with Government Code Section 36937.
“EIR” means the e nvironmental impact report prepared for the Project pursuant to California Public Resources Code Section 21100 et seq.
“Enabling Ordinance” means Ordinance No. 1878, approving this Development Agreement on January 28, 2025.
“Fee” means any of the following:
• The impact fee required by Chapter 15.48 of the GMC, currently set at one thousand dollars ($1,000) per unit as of the Effective Date , intended to cover the burden of the new multi-family residential facilities on open space, drainage and other public facilities and services (“Impact Fee”). The Impact Fee is applicable to all units in the development.
• The in-lieu fee required by Chapter 17.20 of the GMC, currently set at ten thousand dollars ($10,000) per unit as of the Effective Date, intended to cover the burden of new residential subdivisions on park or recreational resources and facilities related to the For-Sale Units (“Quimby Fee”). The Quimby Fee is applicable only to the For-Sale Units and is not applicable to any apartment unit. “Final Map” means the final map associated with Vesting Tentative Tract Map. No. 2-21. “For-Sale Units” means the 75 for-sale townhome units contained in Subarea B identified in the Site Plan.
“Future Approvals” means such subsequent discretionary and ministerial entitlements, including but not limited to a ministerial lot line adjustment and building permits, which are required to develop the Project in addition to the Project Approvals, and which are applied for by Developer and approved by City. Once approved, a Future Approval becomes part of the Project Approvals.
3 “General Plan” means the City’s general plan adopted pursuant to California Government Code Section 65350 et seq.
“GMC” means the Gardena Municipal Code.
“Moderate income household” means a household earning up to one hundred twenty percent (120%) of area median income adjusted for family size as defined in Health & Safety Code Section 50093.
“Mitigation Measures” means the mitigation measures set forth in the Miti gation Monitoring and Reporting Plan contained in the Project Approvals (EIR SCH# 2023050241). “Off-Site Improvement Area” refers to either of the following ( together “Off-Site Improvement Areas”):
• The area located along the south side of 169th Street, west of the Property, between Brighton Way and the alley west of Brighton Avenue where improvements would be constructed pursuant to Section 4.6.1 of this Agreement, as shown in Exhibit E.
• The area located along South Normandie Avenue on the Property frontage where improvements would be constructed pursuant to Section 4.6.2 of this Agreement, as shown in Exhibit E.
• The areas located along the south side of 169th Street, the west side of Normandie Avenue and the north side of 170 th Street on the Property frontage where improvements would be constructed pursuant to Section 4.6.3 of this Agreement, as shown in Exhibit E.
“Party” means City or Developer.
“Parties” shall mean both City and Developer.
“Person” means a natural person or any entity.
“Project” means the development of the Property in accordance with the Project Approvals. “Project Approvals” means:
• EIR pursuant to California Public Resources Code Section 21100 et seq., No. EA– 20-21, as certified by Resolution No. 6683 on January 14, 2025 including the Mitigation Measures;
• General Plan Amendment No. 3 -21, as approved by Resolution No. 6684 on January 14, 2025 including a change in the Land Use Map;
4 • Normandie Crossing Specific Plan No. 1-21, as adopted by Ordinance No. 1878 on January 28, 2025;
• Zone Change No. 4-21, as approved by Ordinance No. 1878 on January 28, 2025 including a change in the Zoning Map;
• Zoning Code Amendment No. 6- 21, as approved by Ordinance No. 1878 on January 28, 2025;
• Development Agreement No. 2-21 as approved by Ordinance No. 1878 on January 28, 2025;
• Site Plan Review No. 11 -21, as approved by Ordinance No. 1878 on January 28, 2025;
• Vesting Tentative Tract Map No. 4- 21, as approved by Resolution No. 6685 on January 14, 2025; and
• Affordable Housing Agreement as approved by Ordinance No. 1878 on January 28, 2025.
“Property” refers to that approximate 5.25 acres which is described in Exhibit A, attached hereto, and incorporated herein by reference. Property is divided into Subarea A and Subarea B. “Rental Units” means the 258 rental units contained in Subarea A identified in the Site Plan.
“Site Plan” refers to th e development plan s for the Property as shown on Exhibit B, attached hereto, and incorporated herein by reference.
“Specific Plan” or “NCSP ” means the Normandie Crossing Specific Plan , as may be amended over time.
“Subarea” refers to either of the following (together “Subareas”):
• “Subarea A” refers to the ground lot and the improvements located on the 2.14-acre northeastern portion of the Property that will be developed with 258 Rental Units as identified in the Site Plan; and
• “Subarea B” refers to the separate 3.11-acre ground lot located on the southern portion of the Property that will be developed with 75 For -Sale Units as identified in the Site Plan.
“Subsequent Rules” means any changes to the Applicable Rules made after the Approval Date, including, without limitation, any change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the 5 City Council, the Planning Commission or any other board, agency, commission or department of the City, or any officer or employee thereof, or by the electorate, which would, absent this Agreement, otherwise apply to the Property.
“Transferee” means a Person which assumes in whole or in part the rights and obligations of Developer under this Agreement with respect to all or a portion of the Property through sale, assignment, or transfer. In the event Subarea A and Subarea B, are sold, assigned, or transferred independently, “Transferee” can refer to the Transferee of Subarea A and Subarea B, individually or collectively. Transferee, however, does not include future owner s of the individual For-Sale Units located within Subarea B.
2. Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties:
2.1 Pursuant to Government Code Section 65865 et seq., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property.
2.2 Developer has a legal or equitable interest in the Property.
2.3 Developer desires to redevelop the Property in accordance with the NCSP.
2.4 By this Agreement, each Party desires to obtain the binding agreement of the other Party to develop the Property in accordance with the Project Approvals, Applicable Rules, and this Agreement. In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement.
2.5 City and Developer have acknowledged and agreed that the consideration that is to be exchanged pursuant to this Agreement is fair, just, and reasonable.
2.6 The Project is consistent with City ’s General Plan, as amended pursuant to the Project Approvals.
2.7 Development of the Project has, and will continue to, further the comprehensive planning objectives contained within the General Plan, and will result in public benefits, including, among others, the following:
2.7.1 Providing needed housing, including seven (7) Affordable Units;
2.7.2. Providing individual home ownership opportunities by selling the townhome units in Subarea B.
2.7.3 Providing fiscal benefits to City’s general fund in terms of increased utility, business license, and property and sales tax revenue;
2.7.4 Providing transit passes pursuant to Section 5.6; 6 2.7.5 Providing short -term construction employment within City;
2.7.6 Providing a Local Hiring/Local Buying Program for Construction pursuant to Section 5.7, as outlined in Exhibit C;
2.7.7 Providing millions of dollars in local spending, benefiting businesses within the City; and
2.7.8 Providing five (5) vehicle parking spaces within Subarea A, accessible from Normandie Avenue, that are also available to the public.
2.8 On December 3, 2024, the Planning Commission of the City commenced a duly noticed public hearing on the Project Approvals. At the conclusion of the hearing, the Planning Commission recommended that the City Council approve the Project Approvals, including the EIR.
2.9 On January 14, 2025, the City Council commenced a duly noticed public hearing on the Project Approvals. Prior to approving this Agreement by the Enabling Ordinance, the City Council adopted Resolution No. 6684 approving the FEIR.
2.10 All of the Property and Off-Site Improvement Areas are subject to this Agreement.
This Agreement assigns certain rights and obligations specifically to either Subarea A or Subarea B, and such rights and obligations are explicitly identified herein. Rights and obligations that are not explicitly assigned only to Subarea A or to Subarea B, apply to both Subarea A and Subarea B.
3. Binding Effect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to , City and Developer and each successive Transferee in interest thereto and constitute covenants that run with the land during the term of the Agreement.
3.1 C onstructive Notice and Acceptance. Every Person who acquires any right, title, or interest in or to any portion of the Property in which Developer has a legal interest is, and shall be, conclusively deemed to have consented and agreed to be bound by this Agreement, whether or not any reference to this Agreement is contained in the instrument by which such Person acquired such right, title or interest.
3.2 R
ights and Obligations Upon Sale, Assign ment, or Transfer.
3.2.1 Developer may sell, assign, or transfer its rights and obligations under this Agreement with respect to the Property, or any portion thereof, to any Person at any time during the term of this Agreement upon approval of City.
3.2.2 In the event either Subarea is sold, assigned, or transferred independently, Transferee of such Subarea, or portion thereof, is not responsible for any and all rights and obligations that are assigned to the other Subarea.
3.3 Liabilities Upon Transfer. Upon the delegation of the rights and obligations under this Agreement and the sale, transfer, or assignment of all or any portion of the Property or Subarea, 7 Developer will be automatically released from its obligations under this Agreement with respect to the Property, Subarea, or portion thereof, so transferred arising prior and subsequent to the effective date of such transfer, if : (i) Developer has provided to City prior or subsequent written notice of such transfer ; and (ii) the Transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Property or Subarea so transferred by executing an Assignment and Ass umption Agreement in the form of Exhibit D attached hereto and incorporated herein by reference. Upon any sale, assignment, or transfer of any portion of the Property or Subarea and the express assumption of Developer ’s rights and obligations under this Agreement by such Transferee, City shall look solely to the Transferee for compliance with the provisions of this Agreement as such provisions relate to the portion of the Property or Subarea acquired by such Transferee . Any such Transferee shall be entitl ed to the benefits of this Agreement as Developer hereunder and shall be subject to the obligations of this Agreement applicable to the portion of the Property or Subarea transferred. A default by any Transferee shall only affect that portion of the Property or Subarea owned by such Transferee and shall not cancel or diminish in any way Developer ’s rights hereunder with respect to any portion of the Property or Subarea not owned by such Transferee. The Transferee shall be responsible for satisfying the good faith compliance requirements set forth in Section 8 below relating to the portion of the Property or Subarea owned by such Transferee, and any amendment to this Agreement between City and a Transferee shall only affect the portion of the Property or Subarea owned by such Transferee.
3.4 Resumption of Rights. If Transferee defaults with respect to any provision of this Agreement that relate to the portion of the Property or Subarea acquired by such Transferee , Developer or Transferee in control of the rest of the Property or Subarea/other Subarea may , but is not obligated to, resume Transferee’s obligations and cure Transferee’s default upon written notification to City.
4. D evelopment of the Property . The following provisions, in addition to the Applicable Rules, shall govern the development and use of the Property.
4.1 P ermitted Uses and Design and De velopment Standards . T he permitted , administratively permitted, and conditionally permitted uses of the Property, as well as the Development Standards, are set forth in the Project Approvals.
4.2 E ntitlement to Develop . Developer is granted the vested right to develop the Project subject to the Project Approvals and any Future Approvals.
4.3 B uilding Regulations . Notwithstanding Section 4.4 below, all construction on the Property shall adhere to the Building Regulations in effect at the time an application for a building permit is submitted and to any federal or state building requirements that are then in effect at such time. Additionally, nothing in this Agreement prevents City from applying “standard specifications” for public improvements (e.g., streets, storm drainage, parking lot standards, driveway widths), as the same may be adopted or amended from time to time by City , provided that the provisions of any such standards and specifications apply only to the extent they are in effect on a Citywide basis and so long as they do not conflict with the provisions of the Project Approvals and any Future Approvals.
8 4.4 Subsequent Rules. Subsequent Rules cannot be applied by City to any part of the Property unless Developer gives City written notice of its election to have such Subsequent Rule applied to the Property, in which case such Subsequent Rule is deemed to be an Applicable Rule.
4.5 F ees, Exactions, Mitigation Measures and Conditions.
4.5.1 Subject to Sections 4.5 and 5.3 of this Agreement , a ll fees, exactions, Mitigation Measures and conditions that are applicable to the Project are set forth in the Applicable Rules, Project Approvals , any Future Approval, and this Agreement. In the event of a conflict between the fees, exactions and/or Mitigation Measures specified in the Applicable Rules, Project Approvals other than this Agreement and this Agreement, this Agreement shall control.
4.5.2 Except as otherwise provided in this Agreement, and specifically excluding fees set by entities not controlled by City that are collected by City , City can only charge and impose those fees and exactions, including, without limitation, dedication and any other fee relating to development or the privilege of development, which are in effect on a City- wide basis as of the Effective Date.
4.5.3 Developer shall pay the amount of the application and permit fees that are in effect at the time of application for the building permit pursuant to, or such subsequent resolutions as may be adopted by the City Council in accordance with applicable procedures.
4.5.4 Developer shall not be required to pay any new or increased fees dedicated to the same purposes as the Impact Fee that is in effect at the time of the Effective Date or that conflict with the Project Approvals or this Agreement. For any avoidance of doubt, any fee dedicated to the same purposes as the Impact Fee not in effect at the time of the Effective Date or any fee that conflicts with the Project Approvals or this Agreement adopted by the City Council shall not be assessed against the Project. Developer shall not be required to pay any new impact fee for a purpose other than that set forth in GMC section 15.48.080 that is not in effect at the time of the Effective Date.
4.5.5 Calculation and Payment of Fees.
4.5.5.1 Developer shall pay the Impact Fee of one thousand dollars ($1,000) for each For-Sale Unit and for each Rental Unit in both Subarea A and Subarea B consistent with Chapter 15.48 of the G MC. The Impact Fee for Subarea A shall be paid prior to the issuance of the building permit for the Rental Units; and the Impact Fee for Subarea B shall be paid prior to the issuance of the building permit for each building for the For-Sale Units.
4.5.5.2 Developer shall pay the Quimby Fee of ten thousand dollars ($10,000) for each of the 75 For -Sale Units located in Subarea B consistent with GMC Chapter
17.20. Notwithstanding GMC Chapter 17.20 , the Developer shall pay the Quimby Fee at the issuance of the building permit for each For-Sale Unit.
4.5.5.3 In the event Subarea A and Subarea B are sold, assigned, or transferred independently, the Impact Fees required by this Section 4.5 for each Subarea shall be assigned independently so that Developer or Transferee in control of Subarea A shall be solely 9 responsible for the fees associated with Subarea A and Developer or Transferee in control of Subarea B be solely responsible for the fees associated with Subarea B.
4.5.6 This Section 4.5 shall not be construed to limit the authority of City to charge normal and customary application, processing, and permit fees, including legal and environmental processing costs, for land use approvals, building permits and other similar permits, for Future Approvals, which fees are designed to reimburse City’s actual expenses attributable to such application, processing and permitting and are in force and effect on a City-wide basis at such time as applications for such approvals are filed with City.
4.6 Off-Site Improvements. Off-site improvements described in this section and shown in the Site Plan shall be funded and constructed as follows and as shown in Exhibit E.
4.6.1 169t h Street Sidewalk Improvements . Developer of Subarea A shall fund and construct approximately 266 linear feet of off-site sidewalk improvements along the south side of 169th Street, just west of the Property, between Brighton Way and the alley just west of Brighton Avenue as outlined in Exhibit E attached . The sidewalk improvements sha ll be constructed pursuant to Municipal Code Section 17.08.170 and designed to be consistent with the City General Plan Circulation Element requirements for a Local Street. Notwithstanding the foregoing, it is understood that these improvements shall be limited to installation of sidewalk and shall not include replacing existing curbs, gutters, storm drains and culverts or installing street trees or streetlights.
4.6.2 N
ormandie Avenue Railroad Improvements.
The railroad improvements fronting South Normandie Avenue contemplated in the approved GO 88-B shall be completed before the earlier of (1) expiration of the CPUC GO 88- B approval, subject to any permitted extensions granted by the CPUC, or (2) issuance of a certificate of occupancy for the apartment building located in Subarea A of the Normandie Crossing Specific Plan. These improvements require the following:
4.6.2.1 Developer shall fund and construct approximately 210 linear feet of sidewalk improvements along the west side of Normandie Avenue identified as “REALIGNED SIDEWALK F 60 -DEGREE CROSSING OVER TRACKS WITH CHANNELIZING HANDRAILING” in Exhibit E, attached.
4.6.2.2 Developer shall fund and complete the following railroad track and roadway improvements along South Normandie Avenue pursuant to current California Public Utilities Commission standards and U nion Pacific Railroad guidelines as outlined in Exhibit E attached:
• Removing approximately 170 linear feet of railroad spur tracks, which enters the Project site and formerly served the southernmost industrial building (i.e., 16911 South Normandie Avenue), upon approval from the Union Pacific Railroad.
10 • Removing approximately 830 linear feet of railroad spur track, which enters the Project site and formerly served the central industrial building (i.e., 16907 South Normandie Avenue).
• Constructing a new median both north and south of the track alignment. • Installing new warning devices and tactile warning strips on the South Normandie Avenue west sidewalks.
• Refreshing (i.e., adding a slurry seal) the railroad crossing pavement markings immediately north and south of the track alignment.
These changes require replacing all sidewalk, curb, gutter, curb ramps, driveways, traffic signs, curb drains, marked pavement and spandrel front the Property along Normandie Avenue that are impacted by the rail road improvements.
4.6.2.3 If Developer sells, assigns, or transfers either Subarea, the transfer agreement shall make clear that the obligation to install the Normandie Avenue improvements is required of the first Subarea to be developed.
4.6.3 Other Off- Site Improvements . The following offsite improvements required pursuant to Conditions of Approval PW6, PW7 and PW8 shall be the sole responsibility of each Subarea as depicted in Exhibit E:
• Condition of Approval PW6. Developer shall remove and replace all sidewalk, curb, gutter, curb ramps, driveways, traffic signs, curb drain, marked pavement, and spandrel fronting the Property along 170th Street , 169th Street a nd the portion of Normandie Avenue north of the improvements required by Section 4.6.2 of this Agreement.
• Condition of Approval PW7. Developer shall submit improvement plans for trees to be located in the sidewalks on 169th Street and Normandie Avenue as shown Exhibit E to the City Public Works Department for review and approval.
• Condition of Approval PW8. Developer shall provide a ten (10) -foot radii corner cut-off at the northwest corner of Brighton Way and 169th Street, and shall make all improvements necessary to maintain and/or widen public access.
4.7 Use of Easements. Notwithstanding the provisions of the Applicable Rules, easements dedicated for vehicular and pedestrian use shall be permitted to include easements for underground drainage, water, sewer, gas, electricity, telephone, cable, and environmental remediation and other utilities and facilities so long as they do not unreasonably interfere with pedestrian and/or vehicular use.
11 4.8 Timing of Development.
4.8.1 Construction of development within Subarea A and Subarea B may begin independently of each other. There shall be no restriction regarding the phasing of construction.
4.8.2 Issuance of building permits for demolition, grading or construction within Subarea A and Subarea B, as well as issuance of a certificate of occupancy for the 258 Rental Units located within Subarea A, may all occur prior to recordation of the Final Map. However, Developer must record the Final Map prior to the issuance of a certificate of occupancy for any of the 75 For-Sale Units located within Subarea B. In the event Subarea A and Subarea B are sold, assigned, or transferred independently prior to recordation of the Final Map, the obligation to record the Final Map shall be assigned to the Developer or Transferee of Subarea B. The City shall not unreasonably withhold certificate of occupancy for any residential unit.
4.8.3 In Pardee Construction Co. v. City of Camarillo (Pardee) (1984) 37 Cal.3d 465, the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later- adopted initiative restricting the rate of development to prevail against the parties ’ agreement. City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer shall have the right, without obligation, to develop the Property in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment subject to the terms of this Agreement, including Section 4.8.1.
In furtherance of the Parties ’ intent, as set forth in this Section, no future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution, or other action, that purports to limit the rate or timing of development over time or alter the sequencing of development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, shall apply to the Property. However, nothing in this Section shall be construed to limit City ’s right to enforce Developer ’s obligation pursuant to this Agreement to provide any infrastructure required by the Project Approvals and this Agreement.
4.8.4 The Developer is under no obligation to develop the Project, including the improvements planned for either Subarea A or B . Developer (or any future Transferee) shall determine in its sole and absolute discretion whether to proceed with construction and development of Subarea A, Subarea B or both.
4.9 Moratorium.
4.9.1 City shall not impose a moratorium on any portion of the Property unless such is necessary to protect a significant threat to the immediate health, safety and welfare of the City.
4.9.2 Except as provided in Section 4.9.1 above, no City-imposed moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construction of all or any part of the Property, whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the City Council, an agency of the City, the 12 electorate or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative, or final), building permits, occupancy certificates, or other entitlements to use or service (including, without limitation, water and sewer), approved, issued or granted within the City, or portions of the City, applies to the Property to the extent such moratorium or other limitation is in conflict with this Agreement. However, the provisions of this Section do not affect City’s compliance with moratoria or other limitations mandated by other governmental agencies or court -imposed moratoria or other limitations.
4.10 Term. This Agreement shall be in ef fect for a period of five (5) years from the Effective Date of the Enabling Ordinance. However, Developer or City shall be entitled to, by written notice to the other Party prior to the Agreement ’s expiration, one (1) five -year (5-year) administrative extension, provided that the requesting Party is not in material default of this Agreement at such time beyond any applicable period to cure provided for by Sections 8.5 and 10 below. Before the expiration of the five -year (5-year) extension, the Parties may mutually agree to further extensions. I n the event of litigation challenging this Agreement, the Term is automatically suspended for the duration of such litigation and resumes upon final disposition of such challenge and any appeal thereof upholding the validity of this Agreement. In the event that a referendum petition concerning this Agreement is duly filed in such a manner that the ordinance approving this Agreement is suspended, then the Term is deemed to commence upon City Council certification of the results of the referen dum election approving this Agreement. All Project Approvals shall be extended for the full and complete length of the Term, including any extensions thereof, and shall not expire during the Term of this Agreement. The term of Vesting Tentative Tract Map No. 2-21 shall be the longer of the following: 1) the term of this Agreement, including extensions; or 2) the term that Vesting Tentative Tract Map No. 2-21 would otherwise be entitled to under the applicable provisions of the Subdivision Map Act.
4.11 F
uture Approvals.
4.11.1 Minor Modifications to Project. Developer may make minor changes to the Project/Project Plans, the Project Approvals other than this Agreement, (“Minor Modifications”) which shall be processed ministerially without the need to amend this Agreement upon the administrative approval of the Director.
(a) Minor Modifications include:
(i) A modification to the Site Plan , provided the Director determines that the Site Plan is substantially similar to the approved Site Plan attached hereto as Exhibit B and complies with the Specific Plan.
(ii) Changes not listed as a Major Modification as defined below. (b) City shall not unreasonably withhold or delay approval of any Minor Modification. City shall have the right to impose reasonable conditions in connection with Minor Modifications, provided, however, such conditions shall not be inconsistent with the Applicable Rules, the Project Approvals or with the development of the Project as contemplated by this Agreement.
13 (c) A Minor Modification approved by City shall continue to constitute a Project Approval as referenced herein.
4.11.2 Major Modifications Requiring Amendment to this Agreement. Any proposed modification to the Project which results in any of the following shall constitute a Major Modification, and shall require an amendment to this Agreement pursuant to Section 14 below:
(a) A modification to the Site Plan where the Director cannot determine that the Site Plan is substantially similar to the approved Site Plan attached hereto as Exhibit B, or where the Director cannot determine that the Site Plan complies with the Specific Plan. Approval of the revised Site Plan shall also require compliance with Chapter 18.44 of the Gardena Municipal Code.
(b) Any change which constitutes a “significant modification ” to the Specific Plan as identified in Chapter 7, Section VI thereof.
4.11.3 Ministerial Lot Line Adjustment. Nothing in this Agreement prevents the Developer from filing an application for a ministerial Lot Line Adjustment prior to the recording of the final map at Developer’s discretion pursuant to the provisions of the Subdivision Map Act (Government Code Section 66410 et seq.).
4.11.4 Is suance of Building Permits . No building permit, final inspection or Certificate of Occupancy will be unreasonably withheld, conditioned, or delayed from Developer if all infrastructure required to serve the portion of the Property covered by the building permit, final inspection, or Certificate of Occupancy is in place or is suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of City prior to completion of construction and all of the other relevant provisions of the Project Approvals, Future Approvals and this Agreement have been satisfied.
4.11.5 Street C
losure Permits. City hereby recognizes that certain street closures and/or sidewalk closures are required to physically construct the Project. As such, the following shall apply:
(a) Parking along the south side of 169 th Street and the north side of 170th Street shall be allowed to be restricted to construction vehicles only for the parking lane along the property boundaries where not prohibited by red curb or signage during working hours. Parked vehicles must conform to all rules and regulations, such as distance from the curb. (b) The sidewalks along the south side of 169
th Street and the north side
of 170th Street may be closed by the applicant for up to 12 months each during construction, with pedestrian access diverted to the opposite side of the street. The Public Works Director may extend the closure upon written application. The closed sidewalks may be used for the temporary staging of materials.
(c) At all times developer must maintain 20 feet of clear asphalt for the passage of vehicles, including emergency vehicles, on both 169 th Street and 170 th Street. No storage of materials on, or blockage of, the streets shall be allowed. 14 (d) Developer shall not use Brighton Way at any time for the parking of any vehicles, including construction worker vehicles, or for the loading or unloading of materials.
5. Developer Agreements.
5.1 General. Developer shall be responsible for all obligations assigned to the portion of the Property or Subarea under Developer’s control contained in: (i) this Agreement; (ii) the Project Approvals, including, without limitation , all conditions and all Mitigation M easures required by the determination made pursuant to CEQA; and (iii) all Future Approvals for which it is the applicant or a successor in interest to the applicant. To the extent any conditions of approval or requirement imposed by any Project A pproval, other than the Mitigation M easures, conflicts with the Agreement , the terms of the Agreement shall control. The Mitigation Measures shall control over any other Project Approval, including this Agreement.
5.1.1 In the event that any of the M itigation Measures or conditions required of Developer hereunder have been implemented by others, Developer shall be conclusively deemed to have satisfied such Mitigation Measures or conditions, consistent with CEQA and the Project Approvals. If any such Mitigation Measures or conditions are rejected by a governmental agency with jurisdiction, Developer may implement reasonably equivalent substitute mitigation, consistent with CEQA, to City ’s satisfaction, in lieu of the rejected M itigation Measures or conditions. S uch substitution shall be deemed to be a Minor Modification pursuant to Section
4.11.1 above.
5.2 Affordable Housing.
5.2.1 Developer of Subarea A shall provide a total of seven (7) of the Rental Units for persons who qualify as Moderate income households, at or below one hundred twenty percent (120%) of the Area Median Income, for 55 years as further detailed in accordance with the housing covenant to be recorded against the property as set f orth in Exhibit F (Affordable Housing Agreement [Including Rental Restrictions]), attached hereto. The recordation of the affordable housing covenant shall occur before the issuance of the first building permit for Subarea A or immediately after the recording of the tract map or a lot line adjustment, whichever occurs first. If the tract map or lot line adjustment is recorded prior to issuance of building permits for Subarea A, the covenant need only be recorded against Subarea A. The Affordable Units shall consist of:
two (2) studio units; four (4) one-bedroom units; and one (1) two-bedroom unit all located within Subarea A.
5.2.2 Developer shall pay for City’s costs related to the drafting of the affordable housing agreement and rental restrictions and the affordable housing guidelines upon submission of any invoices by the City.
5.2.3 Developer shall pay for actual costs of an independent third-party affordable housing consultant, chosen by City, to provide income limit verification that meets the affordable housing requirements of this Section 5.2. The independent third- party consultant shall charge Developer rates that are competitive to the market area. Developer shall provide the necessary tenant documentation to the selected third-party affordable housing consultant. 15 5.2.4 In the event Subarea A and Subarea B, are sold, assigned, or transferred independently, the Affordable Units required under this Section 5.2 shall exclusively be assigned to Developer or Transferee of Subarea A.
5.2.5 In the event Subarea A is not constructed, there is no obligation to provide the Affordable Units required under this Section 5.2.
5.2.6 The requirement to provide A ffordable Units required under this Section
5.2 is mandatory whether or not the For-Sale Units are developed in Subarea B.
5.3 Fees. Subject to the provisions of Section 4.5 above, Developer shall pay the fees in effect at the time of the Effective Date of this Agreement that do not conflict with this Agreement and/or the other Project Approvals. Developer waives any and all rights it may have to challenge development fees that are in effect at the time of the Effective Date. However, Developer retains the legal right to challenge the amount of any such amended or increased development fees to the extent such are not in compliance with the requirements of Government Co de Section 66000 et seq. as well as its right to receive credits against such amended or increased fees.
5.4 S ale of Subarea B – Townhome Units. Developer shall be required to sell the townhome units developed in Subarea B. Lease or rental of these units by the Developer, or by an assignee, purchaser, or transferee of all of the townhome units, shall not be allowed. Nothing herein prevents an individual homeowner from renting or leasing the unit after acquisition from Developer.
5.5 S ales and Use Tax .
5.5.1 In the event the contract price for any work on the Project is valued at five million dollars ($5,000,000) or more, Developer agrees to report, on a State Board of Equalization Tax Return, any purchases of tangible personal property made in connection with the finishing of and/or installation of materials, or fixtures for the Project, when such purchases were made without sales or use tax due. Developer shall indicate the city as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer shall also obtain a permit or a sub - permit from the State Board of Equalization indicating the city as the registered job site location, in accordance with Revenue and Taxation Code Section 7051.3 or State Board of Equalization Compliance Policy and Procedure Manual Section 295.060.
5.5.2 Developer further agrees that , if Developer retains contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at five million dollars ($5,000,000) or more, said contracts or subcontracts shall contain the provisions set forth in Section 5.5.1, above.
5.5.3 The Director of Finance of the City is authorized to relieve Developer and Developer’s contractors and subcontractors, from the requirements set forth in this Section 5.5 upon proof to the reasonable satisfaction of the Director of Finance that Developer and/or its contractors or subcontractors have made good faith efforts to obtain said permit or sub-permits but were denied the same by the State Board of Equalization. 16 5.6 Transportation Demand Management . Developer shall implement the following Transportation Demand Management measures in Subarea A pursuant to the Specific Plan.
5.6.1 U nbundled Parking. There shall be a charge for residential vehicle parking spaces for Rental Units within Subarea A . The Developer shall unbundle automobile parking charges from the rents or other fees charged for leasing residential units.
5.6.2 Pr e -Leasing for Area Employees. Market rate Rental Units within Subarea A shall be marketed exclusively for a thirty-day period to employees working within a five-mile radius of the development, before the Rental Units are offered for rent to the general public. The Developer shall submit a pre-leasing marketing plan to the Community Development Director for review and approval. Prior to issuance of a certificate of occupancy for Subarea A, Developer shall demonstrate compliance with the pre-leasing marketing plan. Affordable rental units shall be subject to a separate pre-leasing marketing plan.
5.6.3 T ransit Information . To ensure that residential tenants of Rental Units within Subarea A are aware of transit options and TDM programs available to them, an information board or kiosk shall be posted in a central location in Subarea A . Developer shall also provide transit information online, and the website will be advertised on the information board or kiosk.
This information shall also be included on the website for Rental Units within Subarea A.
5.6.4 On-s ite Residential Bicycle Parking . Developer shall provide bicycle parking spaces for the residents of the Rental Units within Subarea A (69 spaces, including 65 long-term and 4 short- term spaces). All bicycle parking shall be located in a safe, convenient location, encouraging the use of bicycle transportation by residents and guests of Subarea A.
5.6.5 Ri de -Sharing Pick-Up/Drop-Off. A designated loading area within Subarea A shall be signed and distinguished (e.g., with paving and/or paint) so that it may be utilized as a pick-up and drop-off zone for ride-sharing services.
5.6.6 On e -time Free Monthly Pass. In accordance with the Specific Plan, during the term of this Agreement, Developer shall offer all new residents of the Rental Units within Subarea A who commence a 12-month lease a one-time free monthly Zone 1 EZ Transit Pass.
5.6.7 In the event Subarea A and Subarea B, are sold, assigned, or transferred independently, the Transportation Demand Management measures required under this Section 5.6 shall be assigned to Developer or Transferee of Subarea A.
5.7 Local Hire. Developer shall use best efforts to hire locally -based construction workers as set forth in the Local Hiring /Local Buying Program for Construction attached hereto as Exhibit C.
5.8 M aintenance Obligations . Developer shall maintain all portions of the Property in its possession or control, and any improvements thereon, in a first class clean, neat , and orderly manner. The Parties ’ respective maintenance obligations shall survive any termination or expiration of this Agreement.
17 5.9 Parking for Public Use . In recognition of the loss of parking spaces on the south side of 169th Street fronting the Property to permit said section of 169th Street frontage to qualify as a fire aerial apparatus lane per Section 6.6 of this Agreement, Developer shall provide five (5) vehicle parking spaces for public use in the surface parking area within Subarea A accessible from Normandie Avenue prior to the issuance of the Certificate of Occupancy for the Rental Units. No vehicle may be parked in these public parking spaces for more than twenty-four (24) consecutive hours.
5.10 Fire Lane on 169th Street. If Subarea B develops first, Developer of Subarea B shall not red-stripe any more spaces than required to ensure adequate space for a fire aerial apparatus lane on the south side of 169th Street as may be required by the Fire Department or to ensure necessary sight distance on the south side of 169th Street.
6. City Agreements.
6.1 Expedited Processing. City shall process, at Developer’s expense, in an expedited manner, all plan checking, excavation, grading, building, street closure, encroachment and street improvement permits, Certificates of Occupancy, utility connection authorizations, and other ministerial permits or approvals necessary, convenient or appropriate for the grading, excavation, construction, development, improvement, use and occupancy of the Project in accordance with City’s accelerated plan check process under the Applicable Rules. Without limiting the foregoing, if requested by Developer, City agrees to utilize private planners and plan checkers (upon Developer’s request and at Developer ’s cost) and any other available means to expedite the processing of Project applications, including concurrent processing of such applications by various City departments.
6.2 P
rocessing Cooperation and Assistance. To the extent permitted by law, City shall reasonably cooperate with Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi -governmental entity in connection with the development of the Project or the Property. Without limiting the foregoing, City shall reasonably cooperate with Developer in any dealings with federal, state and other local governmental and quasi-governmental entities concerning issues affecting the Property. City shall keep Developer fully informed with respect to its communications with such agencies which could impact the development of the Property. City must not take any actions to encourage any other governmental or quasi-governmental entities from withholding any necessary approvals and any such contrary actions on the part of City must be considered a breach of this Agreement by City.
6.3 P
rocessing During Third- Party Litigation. The filing of any third -party lawsuit(s) against City or Developer relating to this Agreement, the Project Approvals, any Future Approvals or to other development issues affecting any portion of the Property or the Project shall not hinder, delay or stop the development, processing or construction of the Project, approva l of the Future Approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order restraining the activity. City must not stipulate to or cooperate in the issuance of any such order.
6.4 P
erformance of Director Duties . City shall ensure that a person or persons are 18 designated at all times to carry out the duties of the Director set forth in this Agreement.
6.5 No Amendment to Specific Plan . City shall not initiate any amendment to the Specific Plan during the Term of this Agreement without Developer or its successor ’s written agreement and consent.
6.6 R emoval of Street Parking . In exchange for Developer providing five (5) vehicle parking spaces within Subarea A that may also be used by the public per Section 5.9 of this Agreement, the City shall prohibit parking on the south side of 169th Street fronting the Property to permit said section of 169th Street frontage to qualify as a fire aerial apparatus lane as required by the Los Angeles County Fire Department.
6.7 T ermination of Easements on 170th Street. In light of the conflicts between the Site Plan and the instruments listed in Sections 6.7.1 and 6.7.2 of this Agreement , City shall record a covenant terminating all responsibilities and rights granted under said instruments immediately after execution of this Agreement.
6.7.1 “Street Easement” recorded August 16, 1967 between James G. Bowie and the City granted for “public road, street and highway purposes and also for storm drain and surface water drainage purposes and all incidental purposes” (Record No. 2818).
6.7.2 “Quitclaim Deed” recorded November 25, 1968 between James G. Bowie and the City granted for “vehicular access rights to 170th Street across the southerly boundary” of the real property described therein (Record No. 2905).
7. Modification/Suspension.
7.1 Pursuant to Government Code Section 65869.5, in the event that any state or federal law or regulation, enacted after the Effective Date, precludes compliance with any provision of this Agreement, such provision shall be deemed modified or suspended to the extent practicable to comply with such state or federal law or regulation, as reasonably determined necessary by City.
Upon repeal of said law or regulation or the occurrence of any other event removing the effect thereof upon the Agreement, the provisions hereof shall be restored to their full original effect.
7.2 In the event any state or federal resources agency (i.e., California Department of Fish and Wildlife, U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers, Regional Water Quality Control Board/State Water Resources Control Board), in connection with its final issuance of a permit or certification for all or a portion of the Project, imposes requirements (“Permitting Requirements”) that require modifications to the Project, then the parties will work together in good faith to incorporate such changes into the Project; provided, however, that if Developer appeals or challenges any such Permit Requirements, then the Parties may defer such changes until the completion of such appeal or challenge.
8. Demonstration of Good Faith Compliance.
8.1 Review of Compliance . In accordance with Government Code Section 65865.1, this Section 8 and the Applicable Rules, once each year, on or before each anniversary of the 19 Effective Date (“Periodic Review”), the Director shall review the extent of Developer’s good faith substantial compliance with the terms and provisions of this Agreement, as well as the performance by City of its obligations under this Agreement. Developer responsibilities required under the substantial compliance review pursuant this Section 8 terminates when certificates of occupancy have been issued for all buildings in both Subarea A and Subarea B.
8.2 Good Faith Compliance . During each Periodic Review, Developer shall demonstrate by written status report that, during the pre ceding twelve-month (12-month) period, that it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase “good faith compliance” shall mean that Developer has demonstrated that it has acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in and has substantially complied with Developer ’s material obligations under this Agreement. In the event Subarea A and Subarea B, or any portion thereof, are sold, assigned, or transferred independently, obligations under this Section 8 shall be performed independently for each Subarea and Developer or Transferee of each Subarea shall be responsible for the obligations under this Section 8 for its respective Subarea.
8.3 C
ity Report - Information to be Provided to Developer. At least fourteen (14) days before the annual anniversary of the Effective Date, City must deliver to Developer a copy of all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the review period, written comments from the public, and, to the extent practical, all related exhibits concerning such Periodic Review. This information shall be known as the “City Report.”
8.4 D
eveloper’ s Report. No later than the annual anniversary of the Effective Date, Developer must submit a written status report to the Director addressing the good faith compliance issue set forth in Section 8.2 above and any issues raised by City Report provided to Developer in accordance with Section 8.3 above.
8.5 N
otice of Non-Compliance; Cure Rights . If, after reviewing Developer’ s Report, the Director reasonably concludes , on the basis of substantial evidence, that as to any parcel or parcels comprising the Property, Developer has not demonstrated that it is in good faith compliance with this Agreement, the Director may issue and deliver to Developer a written Notice of Violation as set forth in Section 10 below.
8.6 P
ublic Notice of Finding . Any appeal of the Director’s determination pursuant to Section 8.5 (including any appeal by Developer ) must be filed within thirty (30) days following such decision. Filing such an appeal tolls the cure period specified in the Notice of Violation.
Notwithstanding Section 13.1, an appeal regarding the Notice of Violation shall be heard directly by the City Council at a duly- noticed public hearing and the City Council must issue a final decision. Developer retains the right to challenge City ’s issuance of any final decision pursuant to Code of Civil Procedure Section 1094.5 without complying with the procedures set forth in Section 10.4 below.
8.7 F
ailure of Periodic Review . City’s failure to review, at least annually, compliance by Developer with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. If City fails to provide the City 20 Report by the Effective Date, Developer will be deemed to be in good faith compliance with this Agreement for that calendar year.
9. Excusable Delays. Performance by any Party of its obligations hereunder shall be excused during any period of “Excusable Delay,” as hereinafter defined, provided that the Party claiming the delay gives notice of the delay to the other Party as soon as reasonably possible after the same has been ascertained. For purposes hereof, Excusable Delay shall mean delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including, without limitation:
(i) act of God; (ii) civil commotion ; ( iii) riot ; ( iv) strike, picketing or other labor dispute; (v ) shortage of materials or supplies; (vi ) damage to work in progress by reason of fire, flood, earthquake or other casualty; ( vii) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity; (viii) litigation brought by a third-party attacking the validity of this Agreement, a Project Approval, a Future Approval or any other action necessary for development of the Property; (ix) delays caused by any breach or default by City or Developer hereunder; (x) delays due to a pandemic and/or government mandated quarantine; or (xi) delays due to the presence or remediation of hazardous materials. The term of this Agreement, including any extensions, shall be extended by any period of Excusable Delay.
10. D
efault Provisions .
10.1 Default. Either Party to this Agreement shall be deemed to be in “Default” under this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time set forth in a written notice of violation (the “Notice of Violation”) from the non-breaching Party to the breaching Party, which period of time shall not be less than ten (10) days for monetary breaches, and not less than sixty (60) days for non-monetary breaches from the date that the notice is deemed received, provided if the breaching Party cannot reasonably cure a non-monetary breach within the time set forth in the notice, then the breaching Party shall not be in Default if it commences to cure the breach within such time limit and diligently effects such cure thereafter. If City determines that a Default by Developer may have occurred, City shall give written notice to Developer of its intention to terminate this Agreement as to the rights and obligations assigned to Developer and comply with the notice and public hearing requirements of Government Code Section s 65867 and 65868. At the time and place set for the hearing on termination, Developer shall be given an opportunity to be heard. If the City Council finds, based upon the evidence , that Developer is in Default under this Agreement, the City Council may modify or terminate this Agreement as to the rights and obligations assigned to the defaulting Developer. If the defaulting Developer initiates a resolution of dispute in accordance with the provisions of Section 10.4 below within sixty (60) days following the City Council’s determination that Developer is in Default under this Agreement, the City Council ’s decision to modify or terminate this Agreement as to the rights and obligations assigned to the defaulting Developer is stayed until the issue has been resolved through informal procedures, mediation, or court proceedings.
10.2 C
ontent of Notice of Violation. Every Notice of Violation shall state with specificity that it is given pursuant to this Section of the Agreement, the nature of the alleged breach (including references to the pertinent provisions of this Agreement), the portion of the Property involved, and the manner in which the breach may be satisfactorily cured. The notice 21 shall be deemed given in accordance with Section 19 hereof.
10.3 Remedies for Default. The Parties agree that the remedies for a Default under this Agreement shall be limited to the remedies expressly set forth in this Section. No modification of termination of this Agreement pursuant to Section 10.1 hereof shall invalidate or affect in any manner any of the other Project Approvals. Developer’s remedies for any Default under this Agreement by City shall be limited to injunctive relief and/or specific performance.
10.4 R esolution of Disputes . City and Developer agree to attempt to settle any claim, dispute or controversy arising from this Agreement through consultation and negotiation in good faith and in spirit of mutual cooperation. If those attempts fail, the dispute may be mediated by a mediator chosen jointly by City and Developer within thirty (30) days after notice by one of the parties demanding non-binding mediation. Neither Party may unreasonably withhold consent to the selection of a mediator. City and Developer will share the cost of the mediation equally. The Parties may agree to engage in some other form of non -binding alternate dispute resolution (“ADR”) procedure in lieu of mediation. Any dispute that cannot be resolved between the Parties through negotiation or mediation within two (2) months after the date of the initial demand for non-binding mediation may then be submitted to a court of competent jurisdiction in the County of Los Angeles, California.
10.5 A
ttorney ’s Fees and Costs. Each Party to this Agreement agrees to waive any entitlement of attorney ’s fees and costs incurred with respect to any dispute arising from this Agreement. The parties will each bear their own attorney ’s fees and costs in the event of any dispute.
11. M ortgagee Protection . This Agreement shall not prevent or limit Developer, in any manner, at Developer ’s sole discretion, from encumbering the Property or any portion thereof or any improvements thereon by any mortgage, deed of trust or other security device. City acknowledges that the lender(s) providing such financing (“Mortgagee”) may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with Developer and representatives of such lender(s) to provide within a reasonable time period City’s response to such requested interpretations. City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any succes sor or assign thereof, including, without limitation, the purchaser at a judicial or non-judicial foreclosure sale, or a person or entity who obtains title by deed-in-lieu of foreclosure on the Property shall be entitled to the following rights and privileges:
11.1 M ortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of or Default under this Agreement shall defeat, render invalid, diminish, or impair the priority of the lien of any mortgage or deed of trust on the Property made in good faith and for value. No Mortgagee shall have an obligation or duty under this Agreement to perform Developer’s obligations, or to guarantee such performance, prior to Mortgagee taking title to all or a portion of the Property.
11.2 R
equest for Notice to Mortgagee . The Mortgagee of any mortgage or deed of trust 22 encumbering the Property, or any part thereof, who has submitted a request in writing to City in the manner specified herein for giving notices, shall be entitled to receive a copy of any Notice of Violation delivered to Developer.
11.3 Mortgagee’ s Time to Cure. City shall provide a copy of any Notice of Violation to the Mortgagee that has requested such copy within ten (10) days of sending the Notice of Violation to Developer. The Mortgagee shall have the right, but not the obligation, to cure the specified breach for a period of sixty (60) days after receipt of such Notice of Violation , or such longer period of time as may be specified in the Notice. Notwithstanding the foregoing, if such breach shall be a breach which can only be remedied by such Mortgagee obtaining possession of the Property, or any portion thereof, and such Mortgagee seeks to obtain possession, such Mortgagee shall have until sixty (60) days after the date of obtaining such possession to cure or, if such breach cannot reasonably be cured within such period, to commence to cure such breach , provided that such breach is cured no later than one (1) year after Mortgagee obtains such p ossession of the Property.
11.4 C
ure Rights . Any Mortgagee who takes title to all of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, shall succeed to the rights and obligations of Developer under this Agreement as to the Property or portion thereof so acquired; provided, however, in no event shall such Mortgagee be liable for any breaches, Defaults, or monetary obligations of Developer arising prior to acquisition of title to the Property by such Mortgagee, except that any such Mortgagee shall not be entitled to a new building permit or new occupancy certificate until all delinquent and current fees and other monetary or non- monetary obligations due under this Agreement for the Property, or portion thereof acquired by such Mortgagee, have been satisfied. A Mortgagee that takes title to Subarea A or B, independently, shall only secure rights under this Agreement with respect to that particular Subarea.
11.5 B
ankruptcy. If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving Developer , the times specified in Section 10 above shall be extended for the period of the prohibition, except that any such extension shall not extend the term of this Agreement.
11.6 D
isaffirmation . If this Agreement is terminated as to any portion of the Property by reason of (i) any Default, or (ii) as a result of a bankruptcy proceeding, and this Agreement is disaffirmed by a receiver, liquidator, or trustee for Developer or its property, City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a new development agreement for the Project as to such portion of the Property with the most senior Mortgagee requesting such new agreement. This Agreement does not require any Mortgagee or City to enter into a new development agreement pursuant to this Section.
12. E
stoppel Certificate . At any time and from time to time, Developer may deliver written notice to City and City may deliver written notice to Developer requesting that such Party certify in writing that, to the knowledge of the certifying Party : (i) this Agreement is in full force and 23 effect and a binding obligation of the Parties ; (ii) this Agreement has not been amended, or if amended, the identity of each amendment ; and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request shall execute and return the certificate within thirty (30) days following receipt of the notice. The failure of City to deliver such a written notice within such time shall constitute a conclusive presumption against City that, except as may be represented by Developer , this Agreement is in full force and effect without modification, and that there are no uncured breaches or Defaults in the performance of Developer. The Director shall be authorized to execute, on behalf of City, any Estoppel Certificate requested by Developer . City acknowledges that a certificate may be relied upon by successors in interest to Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Property in which that Developer has a legal interest.
13. Administration of Agreement.
13.1 Appeal of Staff Determinations . Any decision by City staff concerning the interpretation or administration of this Agreement o r development of the Property in accordance herewith may be appealed by Developer to the Planning Commission, and thereafter, if necessary, to the City Council pursuant to the GMC. Developer shall not seek judicial review of any staff decision without first having exhausted its remedies pursuant to this Section. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law.
13.2 O
perating Memoranda . The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the term of this Agreement, City and Developer agree that such clarifications are neces sary or appropriate, they shall effectuate such clarification through a memorandum approved in writing by City and Developer (the “Operating Memoranda”) , which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by City and Developer. Operating M emoranda are not intended to and shall not constitute an amendment to this Agreement but are mere ministerial clarifications, therefore, public notices and hearings are not required. The City Attorney shall be authorized, upon consultation with, and approval of, Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 14 below. The authority to enter into such Operating Memoranda is hereby delegated to the Director, and the Director is he reby authorized to execute any O perating Memoranda hereunder without further City Council action.
13.3 C
ertificate of Performance . Upon the completion of the Project, or the completion of development of any parcel within the Project (i.e., Subarea A or B), or upon completion of performance of this Agreement or its earlier revocation and termination, City shall provide Developer, upon Developer’s request, with a statement (“Certificate of Performance”) evidencing said completion or revocation and the release of Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance shall be signed by 24 the appropriate agents of Developer and City and shall be recorded in the official records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093.
14. Amendment or Termination by Mutual Consent. Except as otherwise set forth herein, this Agreement may only be amended or terminated, in whole or in part, by mutual written consent of City and Developer, and upon compliance with the provisions of Government Code Section 65867.
A future Transferee with title to Subarea A or B may only amend or terminate the Agreement with the mutual consent of the City with respect to Subarea owned by the Transferee.
15. In
demnification/Defense .
15.1 Indemnification. Developer agrees to indemnify and hold City harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising from City’s approval of the Project, this Agreement, Developer’s performance of this Agreement, and all procedures with approving this Agreement (collectively, “Discretionary Approvals”), except to the extent such is a result of City ’s sole negligence or intentional misconduct. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Discretionary Approvals , Developer agrees to defend City (at City’s request and with counsel satisfactory to City) and will indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise, except to the extent such action is a result of City ’s sole negligence or intentional misconduct. For purposes of this Section, “City” includes the City of Gardena’s elected officials, appointed officials, officers, consultants, and employees.
15.2 D
efense of Agreement . If City accepts Developer’s indemnification and defense as provided in Section 15.1 above, City agrees to and shall timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement , the Discretionary Approvals, Project Approvals, Development St andards, and the Applicable Rules. This Section 15 shall survive the termination of this Agreement.
16. C ooperation in the Event of Legal Challenge.
16.1 Third-Party Challenges . In the event of any administrative, legal , or equitable action or other proceeding instituted by any person or entity not a party to the Agreement challenging the validity of any provision of this Agreement, challenging any Approval, or challenging the sufficiency of any environmental review of either this Agreement or any Approval under CEQA (each a “Third-Party Challenge”), each party must cooperate in the defense of such Third-Party Challenge, in accordance with this Section. Developer agrees to pay City ’s costs of defending a Third- Party Challenge, including all court costs and reasonable attorney’ s fees expended by City (including the time and cost of the City Attorney) in defense of any Third-Party Challenge, as well as the time of City ’s staff spent in connection with such defense. Developer may select its own legal counsel to represent Developer ’s interests in any Third -Party Challenge at Developer’s sole cost and expense. City agrees that it will not enter into a settlement agreement to any Third-Party Challenge without Developer’s written consent. Developer’s obligation to pay City’s costs in the defense of a Third -Party Challenge shall not extend to those costs incurred on 25 appeal, if Developer notifies City is writing that it does not wish to pursue the appeal.
16.2 Third-Party Challenges Related to the Applicability of City Laws . The provisions of this Section will apply only in the event of a legal or equitable action or other proceeding, before a court of competent jurisdiction, instituted by any person or entity not a party to the Agreement challenging the applicability to the Project or Property of a conflicting City Law (a “Third -Party Enforcement Action”):
16.2.1 In the event of a Third -Party Enforcement Action, City must: (i) promptly notify Developer of such action or proceeding; and (ii) stipulate to Developer ’s intervention as a party to such action or proceeding unless Developer has alr eady been named as a respondent or real party in interest to such action or proceeding. In no event will City take any action that would frustrate, hinder, or otherwise complicate Developer ’s efforts to intervene, join or otherwise participate as a party to any Third -Party Enforcement Action. As requested by Developer, City must use its best efforts to ensure that Developer is permitted to intervene, join or otherwise participate as a party to any Third-Party Enforcement Action. If, for any reason, Developer is not permitted to intervene, join or otherwise participate as a party to any Third -Party Enforcement Action, the parties to this Agreement agree to cooperate, to the maximum extent permitted by law, in the defense of such action or proceeding. For purposes of this Section, the required cooperation between the parties includes, without limitatio n, developing litigation strategies, preparing litigation briefs and other related documents, conferring on all aspects of the litigation, developing settlement s trategies, and, to the extent permitted by law, jointly making significant decisions related to the relevant litigation, throughout the course thereof.
16.2.2 City’s costs of defending any Third -Party Enforcement Action, including all court costs, and reasonable attorney’s fees expended by City (including the time and cost of the City Attorney) in defense of any Third- Party Enforcement Action, as well as the time of City ’s staff spent in connection with such defense (the “Enforcement Action Defense Costs” ), will be paid in accordance with this Agreement. The Enforcement Action Defense Costs shall extend to, and Developer will be obligated to pay, any costs incurred on appeal unless Developer notifies City in writing that it does not wish to pursue the appeal.
16.2.3 City must not enter into a settlement agreement or take any other action to resolve any Third-Party Enforcement Action without Developer ’s written consent. City cannot, without Developer’s written consent, take any action that would frustrate, hinder or otherwise prevent Developer’s efforts to settle or otherwise resolve any Third-Party Enforcement Action.
16.2.4 Provided that City complies with this Section and provided that Developer is a party to the relevant Third -Party Enforcement Action, Developer agrees to be bound by any final judgment (i.e., following all available appeals) arising out of a Third -Party Enforcement Action and further agrees that no default under this Agreement will arise if such final judgment requires City to apply to the Project or Project Site a City Law that conflicts with Applicable Law or this Agreement.
17. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element.
26 18. Effective Date. This Agreement shall become operative on the date the Enabling Ordinance approving this Development Agreement becomes effective (the “Effective Date”) pursuant to Government Code Section 36937.
19. N otices. Any notice that a party is required or may desire to give the other must be in writing and may be sent by: i) personal delivery; or ii) by deposit in the United States mail, postage paid, registered or certified mail, return receipt requested; or iii) by overnight delivery using a nationally recognized overnight courier, providing proof of delivery; or iv) by facsimile, evidenced by confirmed receipt; or v) by electronic delivery, evidenced by confirmed receipt, addressed as follows:
If to City: City of Gardena
1700 W. 162
nd Street
Gardena, CA 90247
Attention: City Manager
Phone: 310-217-9503
E-mail: [email protected]
With a Copy to: City of Gardena
1700 W. 162
nd Street
Gardena, CA 90247
Attention: Community Development Director
Phone: 310-217-9546
E-mail: [email protected]
With a Copy to: City Attorney’s Office
1700 W. 162
nd Street
Gardena, CA 90247
Attention: Carmen Vasquez and Lisa Kranitz
Phone: 310-217-9503
E-mail: [email protected]
cv@jones- mayer.com
If to Developer: 16911 Normandie Associates, LLC
134 Lomita Street
El Segundo, CA 90245
Attention: Fred Shaffer
Phone: 310-213-6560
Email: [email protected]
With a Copy to: Rand|Paster|Nelson
633 W. Fifth Street, Ste. 5880
Los Angeles, CA 90071
Attention: Dave Rand
Phone: 213-557-7224
E- mail: [email protected]
27 Either City or Developer may change its mailing address at any time by giving written notice of such change to the other in the manner provided herein at least ten days prior to the date such change is affected. Any notice given by mail is deemed to have been given as of the date of delivery (whether accepted or refused) established by the United State Post Office, return receipt, or the overnight carrier’s proof of delivery as the case may be. Notices given in any other manner are effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m., local time of the recipient, of any business day with delivery made after such hours deemed received the following business day.
20. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and supersedes in its entirety all prior agreements or understandings, oral or written. This Agreem ent shall not be amended, except as expressly provided herein.
21. Wai
ver . No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar; nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought.
22. S
upersession of Subsequent Laws of Judicial Action . The provisions of this Agreement must, to the extent feasible, be modified or suspended as may be necessary to comply with any new law or decision issued by a court of competent jurisdiction, enacted or made after the effective date which prevents or precludes compliance with one or more provisions of this A greement.
Immediately after enactment of any such new law, or issuance of such decision, the parties must meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement.
23. S
everabilit y. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.
24. R
elationship of the Parties . Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any other Party in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as creating the relationship of partners, joint ventures or any other association of any king or nature between City and Developer, jointly or severally.
25. N
o Third- Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person or party shall have any right of action based upon any provision of this Agreement.
26. R ecordation of Agreement and Amendments . This Agreement and any amendment thereof shall be recorded with the County Recorder of the County of Los Angeles by the City Clerk of 28 City.
27. Cooperation Between City and Developer. City and Developer shall execute and deliver to the other all such other and further instruments and documents as may be reasonably necessary to carry out the purposes of this Agreement. Upon satisfactory performance by Developer, and subject to the continuing cooperation of Developer , City will commence and in a timely manner proceed to complete all steps necessary for the implementation of this Agreement and development of the Project or Property in accordance with the terms of this Agreement.
28. R
ules of Construction. The captions and headings of the various section s and subsections of this Agreement are for convenience of reference only, and they shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Applicable Rules or the Project Approvals or the Future Approvals, the provisions of this Agreement shall control.
29. J
oint Preparation . This Agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared.
30. G
overning Law and Venue . This Agreement is made, entered into, and executed in the County of Los Angeles, California, and the laws of the State of California shall govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement shall be filed in the appropriate court having jurisdiction in the County of Los Angeles.
31. C
ounterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument.
32. Week end/Holiday Dates. Whenever any determination is to be made or action to be taken on a date specified in this Agreement, if such date shall fall upon a Saturday, Sunday or holiday specified in Government Code Section 6700, the date for such determination or action shall be extended to the first business day immediately thereafter.
33. N ot a Public Dedication . Except as otherwise expressly provided herein, nothing herein contained shall be deemed to be a gift or dedication of the Property, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Par ties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property.
Developer shall have the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose which is not consistent with the development of the Project. Any portion of the Property conveyed to City by Developer as provided herein shall be held and used by City only for the purposes contemplated herein or otherwise provided in such conveyance, and City shall not take or permit to be taken (if within the power or authority of City) any action or activity with respect to such portion of the Property that would deprive Developer of the material benefits of this Agreement, or would in any manner interfere with the development of the Project as contemplated by this Agreement.
29 34. Releases. City agrees that upon written request of Developer and payment of all fees and performance of the requirements and conditions required by Developer by this Agreement, City must promptly execute and deliver to Developer appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Los Angeles County Recorder’s Office or as otherwise may be necessary to affect the release.
35. C onsent. Where the consent or approval of City or Developer is required or necessary under this Agreement, the consent or approval will not be unreasonably withheld, delayed or conditioned.
IN WITNESS WHEREOF, Developer and the City of Gardena have executed this Development Agreement on the date first above written.
CITY:
City of Gardena, a municipal corporation
By: ________________________________
Tasha Cerda, Mayor
ATTEST:
Mina Semenza, City Clerk
APPROVED AS TO FORM:
By:______________________________
Carmen Vasquez, City Attorney
DEVELOPER:
16911 Normandie Associates, LLC
By:__________________________
Steven Ludwig, Manager
A-1
EXHIBIT A
LEGAL DESCRIPTION
.
B-1
EXHIBIT B
SITE PLAN
C-1
EXHIBIT C
D-1
EXHIBIT D
LOCAL HIRING/LOCAL BUYING PROGRAM FOR CONSTRUCTION
Local Hiring and Buying Policy for Construction . Developer shall implement a local hiring and buying policy (the “Local Hiring and Buying Policy”) for construction of the Project, consistent with the following guidelines:
1. P urpose . The purpose of the Local Hiring and Buying Policy is to 1) facilitate the employment by Developer and its contractors at the Project of residents of the City of Gardena (the “Targeted Job Applicants”), and in particular, those residents who are “Low- Income Individuals” (defined below) by ensuring Targeted Job Applicants are aware of Project construction employment opportunities and have a fair opportunity to apply and compete for such jobs; and 2) during Active Construction, encourage the use construction related materials and supplies for the Project that come from businesses based in the City of Gardena whenever possible.
2. D
efinitions . Unless provided in this Local Hiring and Buying Policy, the definitions contained in the Development Agree ment by and between the City of Gardena (“City”) and 16911 Normandie Associates, LLC dated January 28, 2025 shall apply.” a. “Active Construction” means the time during which permits issued by the Building & Safety Division for any building within the Project are active, and does not mean any subsequent permit issued by the Building & Safety Division for any building within the Project after a certificate of occupancy has been issued for that building. b. “Contract” means a contract or other agreement for the providing of any combination of labor, materials, supplies, and equipment to the construction of the Project that will result in On-Site Jobs, directly or indirectly, either pursuant to the terms of such contract or other agreement or through one or more subcontracts. c. “Contractor” means a prime contractor, a sub -contractor, or any other entity that enters into a Contract with Developer for any portion or component of the work necessary to construct the Project (excluding architectural, design and other “soft” components of the construction of the Project).
d. “Low Income Individual” means a resident of the City of Gardena whose household income is no greater than 80% of the Median Income.
e. “Median Income means the median family income published from time to time by HUD for the Los Angeles-Long Beach Metropolitan Statistical Area. f. “On-Site Jobs” means all jobs by a Contractor under a Contract for which at least fifty percent (50%) of the work hours for such job requires the employee to be at the Project site, regardless of whether such job is in the nature of an employee or an independent contractor. On- Site Jobs shall not include jobs at the Project site
D-2
which will be performed by the Contractor’s established work crew who have not been hired specifically to work at the Project site.
Local Hiring Program for Targeted Job Applicants.
3. Priority for T argeted Job Applicants. Subject to Section 6 below in this Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On-Site Job in the following order of priority:
a. F irst Priority : Any resident of a household with no greater than 80% Median Income that resides within the Low and Moderate Income Areas identified in the City of Gardena’s Housing Element;
b. S
econd Priority : Any resident of a household with no greater than 80% Median Income that resides within the City; and
c. T hird Priority : Any resident of a household with no greater than 80% Median Income that resides within a five (5) mile radius of the project site. d. F ourth Priority : Any resident of a household that resides within the City or a five (5) mile radius of the project site.
4. C overage . The Local Hiring and Buying Policy shall apply to all hiring for On -Site Jobs related to the construction of the Project, by Developer and its Contractors.
5. O utreach . So that Targeted Job Applicants are made aware of the availability of On- Site Jobs, Developer or its Contractors shall:
a. Advertise available On-Site Jobs in the Gardena Valley News or similar local media and electronically on a City-sponsored website, if such a resource exists; and b. Work with the South Bay Workforce Investment Board to coordinate recruiting and hiring of workers needed for development and operations of the project.
6. Hiring. Developer and its contractor(s) shall consider in good faith all applications submitted by Targeted Job Applicants for On-Site Jobs, in accordance with their normal practice to hire the most qualified candidate for each position and shall make a good faith effort to hire Targeted Job Applicants when most qualified or equally qualified as other applicants. City acknow ledges that the Contractors shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On-Site Job for which such Targeted Job Applicant has applied. Contactors are not precluded from advertising regionally or nationally for employees in addition to its local outreach efforts.
7. Te
rm . The Local Hiring and Buying Policy shall continue to apply to the construction of the Project until the final certificate of occupancy for the Project has been issued by City.
D-3
8. Developer and its contractor(s) shall abide by all applicable State and local labor regulations.
Local Buying Program for Construction Related Materials and Supplies.
9. Local Supplier Requirements. Developer and its contractors shall use best faith efforts to ensure that construction related materials and supplies used during Active Construction of the project come from businesses based in the City of Gardena whenever possible. Construction related materials includes interior furnishings for the residential units.
a. Developer and its contractors shall co ordinate with the City’s Economic Development Manager to obtain a list of suppliers in the City. b. Developer and its contractor s shall solicit bids from suppl iers located in the City, but nothing shall require Developer and its contractors to purchase from such supplier if it is not the lowest bid.
10. Local Supplier Report. Developer shall prepare a biannual quarterly report for the City’s Economic Development Manager which shall quantify in dollar amount the construction related materials and supplies procured from businesses based in the City of Gardena and the amount of construction rela ted material and supplies proc ured elsewhere. The report shall include a description of efforts made to procure construction related materials and supplies from Gardena businesses. Developer responsibilities related to the Local Supplier Report required by this Section only apply during Active Construction.
D-4
ASSIGNMENT AND ASSUMPTION AGREEMENT
Recording Requested By and
When Recorded Mail To:
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into by and among 16911 Normandie Associates, LLC , a Delaware legal entity authorized to do business in California (“Assignor”), and, __________________________, a ____________________________ (“Assignee”).
R E C I T A L S
A. The City of Gardena (“City”) and Assignor entered into that certain Revised and Restated Development Agreement dated _____________, 20___ (the “Development Agreement”), with respect to the real property located in the City of Gardena, State of California more particularly described in Exhibit “A” attached hereto (the “Project Site”), and B. Assignor has obtained from City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of ____________________________ for the Project Site (collectively, the “Project Approvals”).
C. Assignor intends to sell, and Assignee intends to purchase , that portion of the Project Site more particularly described in Exhibit “B” attached hereto (the “Transferred Property”).
D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property.
THEREFORE, the parties agree as follows:
D-5
1. Assignment . Assignor hereby assigns and transfers to Assignee all of Assignor ’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee hereby accepts such assignment from Assignor.
2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including but not limited to those obligations specifically allocated to the Transferred Parcel as set forth on Exhibit “C” attached hereto.
3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property.
4. Remainder of Project. Any and all rights or obligations pertaining to such portion of the Project Site other than the Transferred Property are expressly excluded from the assignment and assumption provided in Sections 1 and 2 above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below.
“ASSIGNOR”
[DEVELOPER]
“ASSIGNEE”
[____________________]
D-6
RECEIPT BY CITY
The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Gardena on this ___ day of ______________________, _________________.
CITY OF GARDENA
By:
__________________________________
Planning and Community Development
Director
E-1
EXHIBIT E
OFF-SITE IMPROVEMENT PLANS
169th Street Sidewalk Improvements – To be completed with Subarea B
E-2
Normandie Railroad Improvements– To be completed prior to expiration of GO 88-B or certificate of occupancy for Subarea A
E-3
Other Off-Site Improvements
F-1
EXHIBIT F
Affordable Housing Agreement (Including Rental Restrictions) Recording Requested By and
When Recorded Mail To:
1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Gardena
1700 West 162nd Street,
Gardena, CA 90247
Attention: City Manager
No fee for recording pursuant to
Government Code Sections 27383 and 27388.1
(Space above for Recorder's Use)
AFFORDABLE HOUSING AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
(Normandie Crossing Specific Plan)
This Affordable Housing Agreement and Declaration of Restrictive Covenants (the "Agreement") is dated as of ______________________ __, 2025, and is by and between the City of Gardena, a municipal corporation (the "City"), and 16911 Normandie Associates, LLC , a Delaware limited liability company, authorized to do business in California, (the "Developer"), with reference to the following facts:
A. Developer is the owner of certain real property consisting of approximately
5.23 acres which is located at property commonly known as 16907, 16835, and 16829 Normandie Avenue, in the City of Gardena, County of Los Angeles, California, as more particularly described in the attached Exhibit A, which is incorporated herein by this reference (the "Property").
B. The City has approved a residential development of 333 units consisting of a single five-story apartment building with 258 dwelling units (“Apartment Building”) and 75 three-story townhome style units (“Townhomes”) (collectively, the “Project”) which required the following Project Approvals: General Plan Amendment to the Land Use Plan (the “General Plan Amendment”), Specific Plan, Zone Change, Zoning Code Amendment, Development Agreement, Affordable Housing Agreement, and Site Plan Review;
C. As part of the Development Agreement , Developer has agreed to provide seven (7) units which will be affordable for Moderate Income Households in the Apartment Building for a 55 year period from the date that a certificate of occupancy is issued for the Affordable Units (the "Affordability Term").
D. The Development Agreement requires the City to ensure, and Developer to agree to, continued affordability of the Affordable Unit s for the Affordability Term. To ensure their continued affordability for the Affordability Term, this Agreement shall be 2 executed and recorded against the Property prior to the City's issuance of a Certificate of Occupancy for any portion of the Project.
E. Developer acknowledges and agrees that the Project Approvals , concessions and waivers provided adequate and proper notice pursuant to Government Code Section 66020 of Developer's right to protest any requirements for fees, dedications, reservations, and other exactions as may be included in this Agreement, that no protest in compliance with Section 66020 was made within ninety (90) days of the date that notice was given, and that the period has expired in which Developer may protest any and all fees, dedications, reservations, and other exactions as may be included in this Agreement.
WITH REFERENCE TO THE FACTS RECITED ABOVE, and for good and valuable consideration, the receipt of which is hereby acknowledged, the City and the Developer (collectively the "Parties") agree as follows:
AGREEMENT
The Parties agree and acknowledge that the above recitals are true and accurate and are incorporated into this Agreement by this reference.
ARTICLE 1.
DEFINITIONS AND EXHIBITS
Section 1.1. Definitions. When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Article 1. (a) "Actual Household Size" means the actual number of persons in the applicable household.
(b) “Adult” means a person 18 years of age or older.
(c) "Affordable Rent" means the maximum allowable Rent for an Affordable Unit as provided in Section 3.1(b) below.
(d) "Affordability Term" is defined in Recital C.
(e) "Affordable Units" means the seven (7) units located in the Apartment Building restricted to Affordable Rents.
(f) "Agreement" is defined in the first paragraph on page 1. (g) "Area Median Income" or "AMI" means the median gross yearly income in the County of Los Angeles , California (adjusted for Actual Household Size or Assumed Household Size as specified herein) as published from time to time by HCD. In the event that such income determinations are no longer published or are not updated for a period of at least eighteen (18) months, the City shall provide Borrower with other 3 income determinations that are reasonably similar with respect to methods of calculation to those previously published by HCD.
(h) "Assumed Household Size" means the household size "adjusted for family size appropriate to the unit" as such term is defined in California Health & Safety Code Section 50052.5(h), used to calculate Rent.
(i) "City" is defined in the first paragraph on page 1 of this Agreement. (j) "Developer" is defined in the first paragraph on page 1 of this Agreement.
(k) "Director" is the Community Development Director of the City. (l) "Eligible Household" means a household which has been determined to be eligible to rent an Affordable Unit in compliance with this Agreement. (m) "Floor Plan" means the depiction of layouts of the floors of the Apartment Building attached as Exhibit B specifying the initial location of the Affordable Units.
(n) "HCD" means the California Department of Housing and Community Development.
(o) "Household Income" means the combined gross, pre -tax income of all adult occupants of the applicant household. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development section 6914.
(p) "Indemnitees" are defined in Section 5.5.
(q) “Moderate Income Household” means a household earning up to one hundred twenty percent (120%) of area median income adjusted for family size as defined in Health & Safety Code § 50093.
(r) “Other Units” means Units in the A partment Building which are not Affordable Units.
(s) “Parties” means the City and the Developer.
(t) “Project” is defined in Recital B.
(u) “Project Approvals” are defined in Recital B.
(v) “Property” is defined in Recital B.
(w) “Rent” is the total of monthly payments by the Tenant of an Affordable Unit for all of the following: (1) use and occupancy of the Affordable Units and land and all facilities associated with the Affordable Unit; (2) any separately charged fees 4 or service charges assessed by Developer which are customarily charged in rental housing and required of all Tenants other than security deposits; (3) an allowance for the cost of an adequate level of service for utilities paid by the Tenant as established by the Los Angeles County Development Authority or its successor , including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service, electrical vehicle charging, or cable TV; and (4) any other interest, taxes, fees or charges for use of the land or associated facilities that are assessed by a public or private entity other than Developer and paid by the Tenant. (x) “Tenant” is a household occupying one of the Affordable Unit s pursuant to a valid lease or rental agreement with Developer. (y) “Tenant Lease” is defined in Section 3.2.
(z) “Units” means both the Affordable Units and Other Units.
Section 1.2. Exhibits. The following exhibits are attached to and incorporated into this Agreement:
Exhibit A. Legal Description of the Property.
Exhibit B. Floor Plan.
ARTICLE 2.
CONSTRUCTION OF APARTMENT BUILDING AND AFFORDABLE RENTAL UNITS Section 2.1. Construction of Affordable Units. No building permit shall be issued for any Other Unit in the Apartment Building unless a building permit has been issued for the Affordable Units, and no certificates of occupancy or final inspections shall be issued for any Other Units in the Apartment Building unless a certificate of occupancy or final inspection has been issued for the Affordable Units.
Section 2.2. Affordable Units. To satisfy Developer ’s obligations under the Development Agreement, Developer shall rent the seven (7) Affordable Units to Moderate Income Households at an Affordable Rent for the Affordability Term, as specified in Article 3 below.
Section 2.3. Appearance, Size and Bedroom Count of Affordable Units. (a) Bedroom Count. The Affordable Units shall include: two (2) studio units; four (4) one-bedroom units; and one (1) two-bedroom unit; all located within in the Apartment Building.
(b) Appearance and Maintenance of Affordable Unit s. The design, square footage, appearance, and general quality of the Affordable Units shall be generally comparable with the Other Units. Developer shall allocate and assign bicycle storage, and other spaces reserved for use by individual Units to the Affordable Units on the same basis as for the Other Units, and Tenants of the Affordable Units shall have equal access 5 to the common areas for the Apartment Building as is given to the residents of the Other Units, but any fee charged for use of common areas or for spaces reserved for individual Units shall be included in the Tenant ’s Rent. This does not apply to any fee to rent the common space for a private event. Developer shall make the parking spaces available to Affordable Units on the same terms as made to Other Units. (c) Location and Characteristics of Affordable Unit s. Affordable Units shall be equitably distributed throughout the A partment Building and shall not be distinguishable from Other Units. Developer shall initially provide Affordable Units in the Apartment Building at the location shown on the Floor Plan. These locations may be changed after the initial occupancy, provided that they are replaced with a similarly sized Unit and the change does not result in the Affordable Units being placed in inferior locations, segregated from the Other Units, or clustered together.
ARTICLE 3.
RENT REGULATORY PROVISIONS
Section 3.1. Affordability and Occupancy Covenants.
(a) Occupancy Requirements. Subject to the provisions of subsection (e) of this Section below, the Affordable Units shall be rented to and occupied by or, if vacant, available for occupancy by Moderate Income Households. The Affordable Units shall not be kept vacant or used for any purpose except for residential use and shall be offered for rent to Eligible Households at Affordable Rents. (b) Allowable Rent. Subject to the provisions of subsection (e) of this Section below, for Moderate Income Households, the maximum Rent charged to Tenants of the Affordable Unit s shall not exceed the rent amounts as publi shed by HCD and adjusted for the Assumed Household Size. The calculation of Rent shall be made pursuant to Health and Safety Code Section 50053, and the calculations above shall be adjusted based on any modifications made thereto. The initial Rent shall be determined based on the HCD Affordable Rents and Household Income limits in effect at the time Developer submits a marketing plan to City.
(c) City Approval of Rents. Initial Rents for all Affordable Units shall be approved by the City prior to occupancy at the time Developer submits to the City the marketing plan required by Section 3.3 below. The City shall review all proposed Rent increases to determine whether the proposed increases are consistent with the provisions of this Agreement. Developer shall certify to the City t hat Developer is not charging any fee other than Affordable Rent to Tenants of the Affordable Units for all of the components of Rent defined in Section 1.1(x) above.
(d) Schedule of Affordable Rents. The City shall provide Developer with a schedule of Affordable Rents for the Affordable Units at the time that Developer provides the marketing plan to City in accordance with section 3.3(b). The City annually determines Affordable Rents based on changes in Area Median Income, and Developer shall obtain a copy of the schedule from the Director.
6 (e) Increased Income of Tenants. If, upon recertification in accordance with Section 3.3(d) below of a Tenant's Household Income, Developer determines that the Tenant's Household Income has increased and exceeds the qualifying income for a Moderate Income Household then the Tenant shall be given written notice that: (i) Tenant’s Rent shall be increased sixty (60) days after the date in the notice to an amount to be determined by Developer but not to exceed Rent for a comparable Unit; and (ii) Tenant shall vacate the Affordable Unit six (6) months from the date of the notice or upon expiration of the Tenant's lease, whichever is earlier . If, prior to the date by which the Tenant must vacate the Affordable Unit, another Unit is vacated which is not designated as an Affordable Unit and is of the same bedroom size, the Developer may change the location of the Affordable Unit s; allow the over -income Tenant to remain in the original Unit; and designate the newly vacated Unit as an Affordable Unit. (f) Agreement to Limitation on Rents. The Project has received benefits from the City under the Development Agreement, which is a form of assistance specified in Chapter 4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code. Civil Code Sections 1954.52(b) and 1954.53(a)(2) of the Costa- Hawkins Rental Housing Act , provide that, where a developer has received such assistance, certain provisions of the Costa- Hawkins Rental Housing Act do not apply if a developer has so agreed by contract. Developer hereby agrees to limit Rents as provided in this Agreement in consideration of Developer's receipt of the approval of the Normandie Crossing Specific Plan and further agrees that any limitations on Rents imposed on the Affordable Unit are in conformance with the Costa-Hawkins Rental Housing Act. Developer further covenants that the terms of this Agreement are fully enforceable.
Section 3.2. Lease Provisions. Developer shall use a form of Tenant lease (the "Tenant Lease") approved by the City for the Affordable Unit s. The Tenant Lease shall, among other matters:
(a) provide for termination of the lease for failure: (i) to provide any information required under this Agreement or reasonably requested by Developer to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, for occupancy in the Development in accordance with the standards set forth in this Agreement, or (ii) to qualify as an Eligible Household as a result of any material misrepresentation made by such Tenant with respect to the income computation or certification;
(b) provide that if the household's income increases above the applicable limits, such household's Rent will be subject to increase and Tenant will be required to vacate the Affordable Unit in accordance with the term of this Agreement , if no comparable alternate Unit is available to become an Affordable Unit; (c) provide that the Rent may not be raised more often than once every twelve (12) months. Developer will provide each Tenant with at least ninety (90) days written notice of any increase in Rent applicable to such Tenant; 7 (d) be for an initial term of not less than one (1) year. After the initial year of tenancy, the lease may be month to month by mutual agreement of Developer and the Tenant;
(e) require that the Affordable Unit be the principal residence of the Tenant and prohibit subleasing of the Affordable Unit or any portion of the Affordable Unit or any spaces reserved for the use of the Tenant, contain nondiscrimination provisions, and include the Tenant's obligation to inform Developer of any need for maintenance or repair;
(f) contain nondiscrimination provisions;
(g) include the Tenant's obligation to inform Developer of any need for maintenance or repair; and
(h) include reasonable rules of conduct consistent with California law.
Section 3.3. Marketing, Income Certification, and Reporting. (a) Required City Approvals. At least ninety (90) days prior to the projected start date of accepting rental applications for the lease-up of the Affordable Unit, Developer shall notify City of the availability of the Affordable Units and provide to the City its proposed marketing plan for the Affordable Units as described below; its management policies as described in Section 3.4 below; the proposed form of Tenant Lease to confirm conformance with the provisions of Section 3.2 above; and proposed Affordable Rents for the Affordable Units, all for City review and approval. (b) Marketing Plan. Developer's marketing plan shall be consistent with the provisions of this subsection (b). Upon receipt of the marketing plan, the City shall promptly review the marketing plan and shall approve or disapprove it within thirty (30) days after submission. If the mark eting plan is not approved, Developer shall submit a revised marketing plan within thirty (30) days.
(i) Local Worker and Resident Preference. To the extent permitted by law and consistent with the program regulations for funding sources used for the development of the Affordable Unit, Developer shall give a preference in the rental of any Affordable Unit to eligible households in which at least one member lives or works in the City. The preference stated in this section applies to the rentals of Affordable Units throughout the Term.
(ii) Section 8 Vouchers and Certificate Holders. Developer will review applications from prospective tenants of Affordable Unit s, on the same basis as all other prospective tenants of Other Units, and of persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act or any successor. Developer shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective tenants for an Affordable Unit or Other Unit , nor shall Developer apply or permit the application of management policies or lease provisions with 8 respect to the Apartment Building which have the effect of precluding occupancy of an Affordable Unit by such prospective tenants. In no event may a Developer collect compensation from a Section 8 voucher payment and direct payment from a Tenant that collectively exceeds Affordable Rent.
(iii) Marketing Materials. The marketing plan submitted to the City shall include the f ollowing: means to be used to advertise Affordable Unit s to the public upon initial occupancy and as vacancies occur and maintenance of a waiting list; the amount of any application screening fee to be imposed by Developer, and information to be provided to applicants, including conditions and restrictions appl icable to occupancy of the Affordable Unit , current Affordable Rent, permitted Rent increases, maximum qualifying income for Moderate Income Households, requirement for annual Household Income recertification, preferences, and requirement to vacate the Affordable Unit if the Tenant's Household Income exceeds the maximum qualifying income as permitted by project funding sources and regulatory requirements.
(c) Application. Developer may not charge more than the current industry standard per Adult Household member for application fees including credit check and screening background checks and in no event, more than the fee being charged for applicants of Other Units.
(d) Income Certification.
(i) Prior to Developer's entering into a lease with a prospective tenant of an Affordable Unit, the prospective tenant household shall be certified by Developer as a Moderate Income Household, in accordance with this Agreement. At City’s request, Developer shall provide proof of prospective Tenant or Tenant’s status as an Eligible Household.
(ii) Annually thereafter, Developer shall conduct recertifications and shall obtain, complete, and maintain on file Household Income recertifications for each Tenant renting any of the Affordable Units. To verify the information, two (2) or more of the following steps shall be taken: (A) obtain a pay stub for the most recent two (2) months of pay period for adults age eighteen (18) or older; (B) obtain an income tax return for the most recent tax year for all adults age eighteen (18) or older; (C) conduct a credit agency or similar search for all adults age eighteen (18) or older; (D) obtain an income verification form from the applicant's current employer verifying employment for the last two (2) months; (E) obtain an income verification form from the Social Sec urity Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (F) if the applicant is unemployed and does not have a tax return, obtain another form of independent verification . Upon City’s request, which request shall not be made more than once per year, Developer shall provide proof of a Tenant’s status as an Eligible Household. (iii) Copies of annual Tenant Household Income certifications shall be provided to the City upon request , and provide such additional information reasonably requested by the City in order to verify such certifications. A request by the 9 City to provide any of the items set forth in Subsection (c)(ii)(A) – (F) above will be considered a reasonable request.
(iv) Developer shall pay for all of City’s costs relating to the certification and re-certification of households.
(e) Waiting List. Developer shall continuously maintain a waiting list of prospective tenants for the Affordable Units that may become available in the future. (f) Annual Report to City. Developer shall submit to the City not later than the ninetieth (90) day after the close of each calendar year, or such other date as may be requested by the City, a statistical report, in a format acceptable to the City, which will include a cover sheet that details the following:
(i) For each Affordable Unit: tenant name, unit number, number of bedrooms, household size, last rent increase date, current rent paid by tenant including other charges, any additional rent paid by any entity other than tenant, any proposed rent increase, percentage of increase, resultant rent, rent increase effective date, gross household income of the residents upon commencing occupancy of the Affordable Unit and the source of such information, and the dates of vacancies. (ii) Other Information: the waiting list for the Affordable Units and the number of current vacancies.
Section 3.4. Management of Property and Property Maintenance. (a) Management Responsibilities. Developer is responsible for all management functions with respect to the Apartment Building , including, without limitation, the annual recertification of household size and Household Income (subject to review by the City or its assignee), selection of Tenants, maintenance of a waiting list for the Affordable Unit , evictions, collection of Developer’s share of Rent and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and securi ty. The City shall have no responsibility over management of the Apartment Building.
(b) Approval of Management Policies. Prior to the issuance of a Certificate of Occupancy, Developer shall submit its written management policies with respect to the Apartment Building to the City for its review and shall amend such policies if necessary to ensure that such policies comply with the provisions of this Agreement.
Developer shall also submit its updated written management policies to City upon any substantial modification thereto. Upon City’s request, which request shall not be made more than once per year, Developer shall provide its written management policies to City. (c) Property Maintenance. The City places prime importance on quality maintenance to ensure that all developments within the City which include affordable housing units are not allowed to deteriorate due to below -average maintenance.
Developer shall provide the Affordable Unit s with the same level and quality of 10 maintenance, including performance of repairs and periodic replacement of fixtures , as the Other Units. Developer agrees to maintain all interior and exterior improvements, including landscaping, on the Property in good condition and repair (and, as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and regul ations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials.
(d) Remedies. In the event that Developer breaches any of the covenants contained in this Section 3.4 and such default continues for a period of five (5) business days after written notice from the City specifying the nature of the breach with respect to graffiti, debris, waste material, or a health or safety violation, or thirty (30) days after written notice from the City specifying the nature of the breach with r espect to general maintenance, landscaping and building improvements, then the City, in addition to whatever other remedy it may have at law or in equity, has the right to enter upon the Property and perform or cause to be performed all such acts and work necessary to cure the violation. Pursuant to such right of entry, the City is permitted (but is not required) to enter upon the Property and to perform all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Property, and to attach a lien on the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such cure, which amount Developer shall promptly pay to the City upon demand. (e) Taxes and Assessments. Developer shall pay all real and personal property taxes, assessments, if any, and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event Developer exercises its right to contest any tax, assessment, or charge against it, Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.
(f) Damage or Destruction of Apartment Building. If all of the Units on the Property are demolished and Developer elects not to rebuild the Apartment Building, the concessions and waivers granted to Developer under the Development Agreement shall terminate and the terms of this Agreement shall terminate and be of no further force and effect.
ARTICLE 4.
ENFORCEMENT
Section 4.1. Covenants Running with the Land. The City and Developer hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall apply to and bind Developer and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part 11 of the Property and shall run with and burden such portions of the Property until terminated in accordance with Section 4.2. Until all or portions of the Property are expressly released from the burdens of this Agreement, each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof shall be held conclusively to have been executed, delivered, and accepted subject to such covenants and restrictions, regardless of whether such covenants or restr ictions are set forth in such contract, deed or other instrument. In the event of foreclosure or transfer by deed- in-lieu of all or any portion of the Property prior to completion of the Affordable Units, title to all or any portion of the Property shall be taken subject to this Agreement. Developer acknowledges that compliance with this Agreement is a requirement of the Project Approvals, and that no event of foreclosure or trustee's sale may remove these requirements from the Property. Any person who acquires title to all or any portion of the Property by foreclosure, trustee’s sale, deed in lieu of foreclosure, or otherwise shall succeed to all of the rights and obligations of Developer under this Agreement.
Section 4.2. Monitoring. The City shall have the right, but not the obligation, to monitor and enforce the covenants contained in this Agreement. The Developer shall comply with any monitoring program set up by the City to enforce this Agreement. The Developer shall reimburse the City for all third -party costs incurred by the City pursuant to such monitoring program.
Section 4.3. Release of Property from Agreement.
(a) Prior to the expiration of the Affordability Term, Developer shall provide all notifications required by Government Code Sections 65863.10 and 65863.11 or successor provisions or any other notification required by any state, federal, or local law.
(b) Upon the expiration of the Affordability Term, the City shall execute and record a release of the Project, the Property, and each Unit in the Project from the burdens of this Agreement within thirty (30) days following written notice from Developer, if at the time Developer is in compliance with all terms of this Agreement.
Section 4.4. Default. Failure of Developer to satisfy any of Developer's obligations under the terms of this Agreement within thirty (30) days after the delivery of a notice of default from the City, will constitute a default under this Agreement and a failure to satisfy the Project Approvals. In addition to remedies for breach of this Agreement, the City may exercise any and all remedies available to it under the law, including but not limited to:
(a) withholding, conditioning, suspending or revoking any permit, license, subdivision approval or map, or other entitlement for the Project, including without limitation final inspections for occupancy and/or certificates of occupancy; (b) instituting against Developer, or other parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including without 12 limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation; and
(c) any other means authorized under the City of Gardena Municipal Code, or any other federal or state statute.
Section 4.5. Remedies Cumulative. No right, power, or remedy given to the City by the terms of this Agreement is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of this Agreement, or by any statute or ordinance or otherwise against Developer and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. City is not required to comply with any provision of state or local law relating to exercising its remedies.
ARTICLE 5.
GENERAL PROVISIONS
Section 5.1. Appointment of Other Agencies. At its sole discretion, the City may designate, appoint , or contract with any other public agency, for -profit or non- profit organization to perform some or all of the City's obligations under this Agreement.
Section 5.2. Records. Developer shall retain all records related to compliance with obligations under this Agreement for a period not less than five (5) years from the date of origination of such records, and make them available to City employees or others designated by the City for inspection and copying on five (5) business days' written notice.
The City shall be entitled to monitor compliance with this Agreement and Developer shall cooperate with City monitoring, including obtaining Tenant Rent and Household Income verification upon request of the City.
Section 5.3. Nondiscrimination. The Affordable Unit s shall be available for occupancy to members of the general public. Developer shall not give preference to any particular class or group of persons in renting the Affordable Unit s, except to the extent that the Affordable Units are required to be rented to Eligible Households and as required by this Agreement, including, without limitation, as set forth in Section 3.3(b) above; provided, however, there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, familial status, source of income (e.g., SSI), veteran or military status, ancestry, genetic information, or disability , in the leasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall Developer or any person claiming under or through Developer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of Tenants of any Unit or in connection with the employment of persons for the construction, operation and management of the Apartment Building.
13 Section 5.4. Fair Housing Covenants. Developer covenants that it will comply with all applicable state and federal fair housing laws in the marketing and rental of the Affordable Units. Developer agrees to accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies under the Section 8 program or any successor program. The total amount of rent that may be charged and received by the Developer for an Affordable Unit is limited to the Affordable Rent.
Section 5.5. Hold Harmless. Developer will indemnify and hold harmless City and its elected officials, officers, employees and agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in any manner to the Project, the Affordable Units, or Developer's performance or non- performance under this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent arising from the gross negligence or willful misconduct of the Indemnitees. The provisions of this Section shall survive expiration or other termination of this Agreement or any release of part or all of the Property from the burdens of this Agreement, and the provisions of this Section shall remain in full force and effect.
Section 5.6. Notices. All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the Party to receive such notice at the addressed set forth below:
TO THE CITY:
City of Gardena
1700 West 162nd Street
Gardena, CA 90247
Attention: City Manager
Phone: 310-217-9503
E-mail: [email protected]
WITH COPY TO:
City of Gardena
1700 West 162nd Street
Gardena, CA 90247
Attention: Community Development Director
Phone: 310-217-9546
E-mail: [email protected]
City Attorney’s Office
1700 W. 162nd Street
Gardena, CA 90247
14 Attention: Carmen Vasquez and Lisa Kranitz
Phone: 310-217-9503
E-mail: [email protected]
[email protected]
TO DEVELOPER:
16911 Normandie Associates, LLC
134 Lomita Street
El Segundo, CA 90245
Attention: Fred Shaffer
Phone: 310-213-6560
Email: [email protected]
WITH COPY TO:
Rand|Paster|Nelson
633 W. Fifth Street, Ste. 5880
Los Angeles, CA 90071
Attention: Dave Rand
Phone: 213-557-7224
E-mail: [email protected]
Any Party may change the address to which notices are to be sent by notifying the other Parties of the new address, in the manner set forth above.
Section 5.7. Integrated Agreement. This Agreement constitutes the entire Agreement between the Parties and no modification hereof shall be binding unless reduced to writing and signed by the Parties hereto.
Section 5.8. Each Party's Role in Drafting the Agreement . Each Party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement.
Accordingly, neither Party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement.
Section 5.9. Amendment of Agreement; Approvals and Consents. (a) Amendments to this Agreement, including any proposal to change any condition of the Project Approvals, shall be subject to the review and approval of the decision-making body which approved the Project. No amendment may be approved that is inconsistent with State law, the Fremont Municipal Code, or any adopted affordable housing guidelines. Upon approval, a new Agreement or amendments to this Agreement, as appropriate, shall be executed and recorded.
15 (b) The Mayor is authorized to execute this Agreement and has authorized the Director to deliver such approvals or consents as are required by this Agreement. Any consents or approvals required under this Agreement shall not be unreasonably withheld or made, unless it is specifically provided that a sole discretion standard applies.
Section 5.10. No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person that Developer may have employed or with whom Developer may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the Property or the construction of the Project or construction of the Affordable Unit.
Section 5.11. Applicable Law. This Agreement shall be governed by California law.
Venue shall be the County of Alameda.
Section 5.12. Waivers. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Developer or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Developer to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Developer shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers.
Section 5.13. Title of Parts and Sections. Any titles of the sections, subsections, or subparagraphs of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions.
Section 5.14. Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.
Section 5.15. .Recording of Agreement. Prior to the issuance of a certificate of occupancy, but no sooner than issuance of building permits for any part of the Project, this Agreement shall be recorded against the Property in the Official Records of the County of Los Angeles Recorder’s Office.
Section 5.16. Severability. In the event any limitation, condition, restriction, covenant, or provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining portions of this Agreement shall nevertheless be and remain in full force and effect.
S-1
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
DEVELOPER:
16911 Normandie Associates, LLC, a
limited liability company
By: __________________________
APPROVED AS TO FORM
By: ________________________________
Carmen Vasquez, City Attorney
CITY:
CITY OF GARDENA, a municipal corporation
By:________________________________
Tasha Cerda, Mayor
2212\02\3473851.1
STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, 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.
_________________________________
Name: __________________________
Notary Public
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.
2212\02\3473851.1
STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, 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 wi thin 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.
_________________________________
Name: __________________________
Notary Public
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.
B-1
2212\02\3473851.1
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
C-1
2212\02\3473851.1
EXHIBIT B
FLOOR PLAN
City of Gardena
Gardena City Council Meeting
AGENDA REPORT SUMMARY
Agenda Item No. 16.A
Section: DEPARTMENTAL
ITEMS - PUBLIC WORKS
Meeting Date: January 28, 2025
TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:
Approve Southern California Edison's Agreement for Installation and Conveyance of Facilities for the Electric Vehicle Chargers at Rowley Park and the Police Department's Public Parking Lot on 162nd Street
COUNCIL ACTION REQUIRED:
Staff Recommendation: Approve Southern California Edison's Agreement for Installation and Conveyance of Facilities for Rowley Park and the Police Department's Public Parking Lot on 162nd Street
RECOMMENDATION AND STAFF SUMMARY:
In July 2023, the City Council approved the Charge Ready Program contracts for Southern California Edison (SCE) to build the infrastructure for the electric vehicle (EV) chargers for Arthur Johnson Park, Rowley Park, and the Police Department Public Parking Lot on 162nd Street at no cost to the City. In September 2023, the City Council approved the purchase of 71 EV chargers from Noodoe.
We are approaching the construction phase which includes building the infrastructure for the three (3) locations. SCE is requesting the City execute the agreement for the conveyance of the existing structure/concrete pad the SCE transformer sits on for Rowley Park and the Police Department's Public Parking Lot on 162nd Street. Arthur Johnson Park will have a brand-new structure/concrete pad constructed and owned by SCE.
The structures at Rowley Park (exhibit A) and the Police Department's Public Parking Lot on 162nd Street (exhibit B) are currently owned by the City. The execution of the agreement will allow SCE to legally extend new service from the existing structures. The conveyance letter is needed for the City to convey ownership of the existing structure the SCE transformer sits on.
This transfers ownership to SCE to own and maintain for the life of the equipment. As a condition of the Charge Ready Program, conveyance of existing structure is needed to proceed.
Staff recommends the Council approve the Agreement for Installation and Conveyance of Facilities for Rowley Park and the Police Department's Public Parking Lot on 162nd Street.
FINANCIAL IMPACT/COST:
No Financial Impact
ATTACHMENTS:
PD Parking Lot Conveyance Letter.pdf
Rowley Park Conveyance Letter.pdf
Exhibit A_Rowley Park Structure.png
Exhibit B_PD Parking Lot Structure.png
APPROVED:
___________________________________
Clint Osorio, City Manager
AGREEMENT FOR INSTALLATION AND CONVEYANCE OF FACILITIES
This AGREEMENT is made this ___________ day of _____________, _____, by and between _____________________________________________________________, hereinafter called “Customer,” and Southern California Edison Company, a corporation, hereinafter called “SCE”.
1. SCE has requested Customer to furnish and install at _________________________, the facilities specified below at a location on said property as designated by SCE.
2. Customer agrees, at Cust omer’s expense, to furnish and install the facilities specified as follows:
PAD _____ SLAB _____ ENCLOSURE _____ OTHER ___________________.
3. Customer further agrees that immediately upon completion of said facilities and accept ance by SCE, title to each and every component thereof shall pass to SCE free and clear of all liens and encumbrances without further action upon the part of Applicant. Upon such conveyance, SCE agrees to pay to Customer SCE’s estimated-installed cost of the facilities which is agreed to be _____________________.
4. SCE shall have the right of ingress to and egress from Customer’s premises and access to the facilities for operation and/or maintenance purposes.
CUSTOMER
SOUTHERN CALIFORNIA EDISON COMPANY
Signature Division or District
Service Address Signature
ACCOUNTING DATA
W. O. Identity No. Work Order No. 6 ____ ____ ____ -- _______ AD412-U Ref.
Date Work Completed
MEMORANDUM OF FACILITIES INSTALLED BY THE CUSTOMER
Assembly
Description Unit Quantity Unit Cost Amount
$
$
$
$
$
Total Estimated Amount of Customer-Installed Facilities $
Remarks
Prepared By
Approved By
Southern California Edison Revised Cal. PUC Sheet No. 27765-E Rosemead, California Cancelling Original Cal. PUC Sheet No. 8857-E
(To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 1489-E John Fielder Date Filed Sep 29, 2000
Decision Effective Nov 08, 2000
C-352-2_frm.doc Senior Vice President Resolution
Agreement for Installation and
Conveyance of Facilities
Form C-352-2
Southern California Edison Original Cal. PUC Sheet No. 8857-E Rosemead, California Cancelling Cal. PUC Sheet No. -E
(To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 730-E Ronald Daniels Date Filed June 13, 1986 Decision Effective July 13, 1986
C-352-2_frame.doc Vice President Resolution
Agreement for Installation and
Conveyance of Facilities
Form C-352-2
AGREEMENT FOR INSTALLATION AND CONVEYANCE OF FACILITIES
This AGREEMENT is made this ___________ day of _____________, _____, by and between _____________________________________________________________, hereinafter called “Customer,” and Southern California Edison Company, a corporation, hereinafter called “SCE”.
1. SCE has requested Customer to furnish and install at _________________________, the facilities specified below at a location on said property as designated by SCE.
2. Customer agrees, at Cust omer’s expense, to furnish and install the facilities specified as follows:
PAD _____ SLAB _____ ENCLOSURE _____ OTHER ___________________.
3. Customer further agrees that immediately upon completion of said facilities and accept ance by SCE, title to each and every component thereof shall pass to SCE free and clear of all liens and encumbrances without further action upon the part of Applicant. Upon such conveyance, SCE agrees to pay to Customer SCE’s estimated-installed cost of the facilities which is agreed to be _____________________.
4. SCE shall have the right of ingress to and egress from Customer’s premises and access to the facilities for operation and/or maintenance purposes.
CUSTOMER
SOUTHERN CALIFORNIA EDISON COMPANY
Signature Division or District
Service Address Signature
ACCOUNTING DATA
W. O. Identity No. Work Order No. 6 ____ ____ ____ -- _______ AD412-U Ref.
Date Work Completed
MEMORANDUM OF FACILITIES INSTALLED BY THE CUSTOMER
Assembly
Description Unit Quantity Unit Cost Amount
$
$
$
$
$
Total Estimated Amount of Customer-Installed Facilities $
Remarks
Prepared By
Approved By
Southern California Edison Revised Cal. PUC Sheet No. 27765-E Rosemead, California Cancelling Original Cal. PUC Sheet No. 8857-E
(To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 1489-E John Fielder Date Filed Sep 29, 2000
Decision Effective Nov 08, 2000
C-352-2_frm.doc Senior Vice President Resolution
Agreement for Installation and
Conveyance of Facilities
Form C-352-2
Southern California Edison Original Cal. PUC Sheet No. 8857-E Rosemead, California Cancelling Cal. PUC Sheet No. -E
(To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 730-E Ronald Daniels Date Filed June 13, 1986 Decision Effective July 13, 1986
C-352-2_frame.doc Vice President Resolution
Agreement for Installation and
Conveyance of Facilities
Form C-352-2
City of Gardena
Gardena City Council Meeting
AGENDA REPORT SUMMARY
Agenda Item No. 19.A
Section: COUNCIL ITEMS
Meeting Date: January 28, 2025
TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:
RESOLUTION NO. 6692
, Discuss and Consider Adopting Resolution No
6692 Censuring Council Member Love for Unprofessional Behavior Towards City Staff COUNCIL ACTION REQUIRED:
Staff Recommendation:
Discuss and Consider Adopting Resolution No. 6692
RECOMMENDATION AND STAFF SUMMARY:
Background
After the closed session held on January 14, 2025, the City Attorney reported out of closed session with regards to item 2.B. of the closed session agenda, that the City Council voted 3 to 1 with Mayor Tasha Cerda, Mayor Pro Tem Rodney Tanaka, and Councilmember Dr. Mark Henderson voting in favor and Councilmember Paulette Francis voting against to waive the attorney/client privilege, and to direct the City Attorney to read the January 9, 2025 Executive Summary of the Investigation that was sent to the City Attorney and HR Manager Diana Schnur by Special Counsel Scott Tiedemann from the Law Firm of Liebert Cassidy Whitmore, who coordinated the investigation concerning the conduct of Councilmember Wanda Love towards two City employees. The City Attorney then read the Executive Summary into the records as follows:
“The City retained Attorney Jeffrey Love to investigate concerns regarding the conduct of Councilmember Wanda Love ("the Councilmember") towards two City employees. This investigation aimed to determine whether the Councilmember’s actions constituted inappropriate behavior and considered findings from a prior inquiry involving one of the employees.
Findings
Regarding Employee 1
The investigation substantiated allegations that the Councilmember unfairly criticized Employee 1 in connection with two City projects: the Willows Wetland Grant Project and the demolition of the Chase Bank building.
Willows Project: The Councilmember criticized Employee 1, alleging failures in stakeholder communication. However, the evidence demonstrated that Employee 1 had complied with all applicable protocols, and the Councilmember’s complaints were unfounded.
Chase Bank Demolition: The Councilmember alleged inadequate neighbor notifications and dust mitigation efforts. The investigation found that Employee 1 adhered to all legal requirements and implemented appropriate measures to mitigate dust, including fencing and water-based controls.
The investigation identified a pattern of tension resulting from Employee 1’s refusal to comply with the Councilmember's request to prioritize specific contractors for City projects. Employee 1’s adherence to established procurement rules and the failure to route operational concerns through the appropriate supervisory channels appeared to contribute to the concerns.
Findings
Regarding Employee 2
The investigation also substantiated allegations regarding the Councilmember's conduct towards Employee 2 during a City event.
The Councilmember expressed dissatisfaction with the placement of their booth at the event, perceiving it as less favorable compared to another elected official's booth. The Councilmember made statements suggesting they would raise the issue during a public meeting, which Employee 2 reasonably interpreted as a potential threat to their job security.
The investigation found that the Councilmember’s remarks were inappropriate and caused Employee 2 undue apprehension.
Broader Context
The investigation revealed a pattern of the Councilmember bypassing appropriate channels for addressing operational concerns. Instead of engaging through supervisory structures, the Councilmember directly communicated with staff and occasionally involved other City officials in a manner inconsistent with established protocols.
Conclusion
The investigation concluded that Councilmember Wanda Love’s conduct towards both employees was inappropriate and substantiated the allegations. The behavior, which included unfounded criticisms and targeting of employees, created unnecessary strain and undermined the ability of City staff to perform their duties effectively.”
During the Directives portion of the January 14, 2025, regular City Council meeting, Mayor Cerda gave a directive that a resolution of censure of Councilmember Wanda Love for unprofessional behavior that was reported out of Closed Session be added to a future agenda which was seconded by Councilmember Henderson.
Discussion
A censure is generally understood to be “an official reprimand or condemnation; an authoritative expression of disapproval or blame” (Black's Law Dictionary (10th ed. 2014)).
The United States Supreme Court has long recognized the practice of censuring legislative body members, which has been more commonly observed at the state and local level, and as early as 1833 (
Houston Community College System v. Wilson
(2022) 595 U.S. 468, 475).
Public officials have the authority to censure an individual member of a legislative body ( Braun
v. City of Taft
(1984) 154 Cal.App.3d 332, 347-348). A censure is used to demonstrate that the City Council does not condone or endorse a council member's behavior or conduct and that the City Council is taking steps to prevent the conduct from continuing. It serves as a statement to the public that certain behavior is unacceptable.
A resolution of censure should not include the elimination of statutory benefits or constitutional protections. As such a resolution of censure does not have any legal effect on the city council member's ability to continue to serve on the city council. It does not recall, remove, or impeach a member from office. Nor can a resolution of censure infringe on a council member’s right to vote as a council member, their ability to speak during council meetings, or their ability to speak to the public. Furthermore, a resolution of censure should not withhold a council member’s salary.
In contrast, the courts have found that an elected official does not have entitlements to outside or city committees/boards (See
Westfall v. City of Crescent City
, 2011 U.S. Dist. LEXIS) or
agency-funded travel (See
Houston Community College System v. Wilson
(2022) 595 U.S.
468 and
Skillicorn v. Dickey
, 2024 U.S. Dist. LEXIS 155307).
The proposed resolution of censure suspends Councilmember Love from her duties as a city council representative or alternate representative on outside and city committees and prohibits Councilmember Love from city-paid travel, inclusive of registration fees, to conferences, meetings, trainings and other events where representation of the City is involved. The resolution proposes that both of these actions are to remain in place until a majority of the Council rescinds it.
In addition, the proposed resolution of censure orders that Councilmember Love participate and complete three (3) sessions of training provided by the City’s Special Labor Counsel, Liebert Cassidy Whitmore, paid for by the City and that the training should occur within (90) calendar days following adoption of the resolution of censure. The resolution of censure also orders that Councilmember Love in her official capacity as a council member shall refrain from communicating with City staff, with the exception of the City Manager, City Attorney, and Deputy City Clerk. Communications with the City Manager and Deputy City Clerk shall be in writing, with the exception of during open and closed session city council meetings.
While under existing law, a formal censure process is not required, a council member subject to censure has to be afforded some due process, which may consist of simple notice of the potential censure and an opportunity to be heard before the imposition of the censure.
Rodriguez v. Jurupa Unified Sch. Dist
. 2010 Cal. App. Unpub. LEXIS 6352, 38.
In this case, there was sufficient notice provided in light of the directive that was taken at the January 14, 2025 regular City Council meeting, at which Mayor Cerda gave a directive that a proposed resolution of censure of Councilmember Wanda Love be added to a future agenda which was seconded by Councilmember Henderson. Notice of the resolution of censure was also listed on the agenda for the January 28, 2025, regular City Council meeting.
To date, the investigation has cost the City approximately $20,000.
Therefore, it is recommended that the City Council review and consider the grounds for censure as set forth in the proposed censure resolution, hear any related response or rebuttal by Councilmember Love and any related public comment, and consider adoption of the proposed resolution of censure. Alternatively, the Council could decide not to adopt the resolution or to amend the resolution.
The Council is reminded that it is essential that the names of the City employees and the circumstances related to their complaints outside of what is contained in the Executive Summary remain confidential and protected.
FINANCIAL IMPACT/COST:
The approval of the proposed censure would not have a significant financial impact on the City other than the cost of training provided by the City’s Special Labor Counsel.
ATTACHMENTS:
RESO. NO. 6692.pdf
APPROVED:
___________________________________
Clint Osorio, City Manager
1 RESOLUTION NO. 6692
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF GARDENA, CALIFORNIA, CENSURING
COUNCILMEMBER WANDA LOVE FOR
UNPROFESSIONAL BEHAVIOR TOWARDS CITY STAFF
WHEREAS, in 2024, two City employees complained that Councilmember Wanda Love had acted in an unprofessional manner towards them; and
WHEREAS, the allegations were investigated by Attorney Jeffrey Love, an independent investigator who interviewed witnesses and reviewed relevant documents ; and
WHEREAS, an Executive Summary dated January 9, 2025, attached hereto, was prepared by Special Labor Counsel J. Scott Tiedemann of the Law Firm of Liebert Cassidy Whitmore, who coordinated the investigation; and
WHEREAS, the Executive Summary provided that the investigation concluded that Councilmember Wanda Love’s conduct towards both employees was inappropriate and substantiated the allegations of both employees as described in the Executive Summary. The behavior, which included unfounded criticisms and targeting of employees, created unnecessary strain and undermined the ability of City staff to perform their duties effectively; and
WHEREAS, at the January 14, 2025, regular City Council meeting, Mayor Cerda gave a directive that a resolution of censure of Councilmember Wanda Love be added to a future agenda, which was seconded by Councilmember Henderson; and
WHEREAS, a censure is generally understood to be “an official reprimand or condemnation; an authoritative expression of disapproval or blame” (Black's Law Dictionary (10th ed. 2014)); and
WHEREAS, the United States Supreme Court has long recognized the practice of censuring legislative body members, which has been more commonly observed at the state and local level, and as early as 1833 (Houston Community College System v.
Wilson (2022) 595 U.S. 468, 475); and
WHEREAS, public officials have the authority to censure an individual member of a legislative body (Braun v. City of Taft (1984) 154 Cal.App.3d 332, 347-348); and
WHEREAS, censure is used to demonstrate that the City Council does not condone or endorse a council member's behavior or conduct and that the City Council is taking steps to prevent the conduct from continuing. It serves as a statement to the public that certain behavior is unacceptable; and
Docusign Envelope ID: 4685BF82-C3B6-46A2-B1F0-041399362EBF RESOLUTION NO. 6692
2 WHEREAS, a council member subject to censure has to be afforded some due process, which may consist of simple notice of the potential censure and an opportunity to be heard before the imposition of the censure. Rodriguez v. Jurupa Unified Sch. Dist. 2010 Cal. App. Unpub. LEXIS 6352, 38; and
WHEREAS, there was sufficient notice provided in light of the directive that was taken at the January 14, 2025, regular City Council meeting, at which Mayor Cerda gave a directive that a resolution of censure of Councilmember Wanda Love be added to a future agenda which was seconded by Councilmember Henderson, and notice of the resolution of censure was also listed on the agenda for the January 28, 2025, regular City Council meeting; and
WHEREAS, it is essential that City Council members demonstrate respect when they interact with City staff; and
WHEREAS, the City Council hereby reaffirms its commitment to protect City staff from unprofessional behavior from fellow council members; and
WHEREAS, the City Council determines that adoption of this Resolution of Censure is necessary to affirm that the conduct of Councilmember Love described in the Executive Summary will not be tolerated and such conduct shall be prevented from being repeated.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GARDENA , CALIFORNIA, DOES HEREBY FIND, DETERMINE, AND RESOLVE, AS FOLLOWS:
SECTION 1. The City Council finds that the Recitals set forth above are true and correct, and are hereby incorporated herein by this reference, and are hereby adopted as findings in support of this Censure Resolution.
SECTION 2. That the Executive Summary attached to this Censure Resolution, the Staff Report prepared for this Censure Resolution , and all documents referenced herein are hereby incorporated herein by this reference and are hereby adopted as findings in support of this Censure Resolution.
SECTION 3. That the intent and purpose of this Censure Resolution is to express the City Council’s opinion that Council Member Wanda Love engaged in unprofessional behavior toward certain City employees and it is not to be interpreted as a formal legal finding.
SECTION 4. That Council Member Wanda Love’s unprofessional behavior toward certain City employees is unacceptable and detrimental to the City of Gardena
Docusign Envelope ID: 4685BF82-C3B6-46A2-B1F0-041399362EBF RESOLUTION NO. 6692
3 SECTION 5. That Council Member Wanda Love participate and complete three (3) sessions of training provided by the City’s Special Labor Counsel , Liebert Cassidy Whitmore, paid for by the City. Training should occur within (90) calendar days following adoption of this Resolution of Censure.
SECTION 6. That Council Member Wanda Love , in her official capacity as a council member shall refrain from communicating with City staff , with the exception of the City Manager, City Attorney , and Deputy City Clerk. Communications with the City Manager and Deputy City Clerk shall be in writing , with the exception of during open and closed session city council meetings . This action shall remain in place until a majority of the Council rescinds it.
SECTION 7. That Council Member Wanda Love is suspended from her duties as a city council representative or alternate representative on outside and city committees.
This action shall remain in place until a majority of the Council rescinds it.
SECTION 8. That Council Member Wanda Love is prohibited from city -paid travel, inclusive of registration fees, to conferences, meetings, training s and other events where representation of the City is involved. This action shall remain in place until a majority of the Council rescinds it.
SECTION 9. That this Resolution shall be effective immediately.
SECTION 10. That if any section, subsection, subdivision, paragraph, sentence, clause or phrase of this resolution, or any part thereof is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portion of this resolution or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase be declared unconstitutional.
Docusign Envelope ID: 4685BF82-C3B6-46A2-B1F0-041399362EBF RESOLUTION NO. 6692
4 BE IT FURTHER RESOLVED that the City Clerk shall certify to the passage and adoption of this Resolution; shall cause the same to be entered among the original Resolutions of said City; and shall make a minute of the passage and adoption thereof in the records of the proceedings of the City Council of said City in the minutes of the meeting at which the same is passed and adopted.
Passed, approved, and adopted this 28th day of January, 2025.
TASHA CERDA, Mayor
ATTEST:
MINA SEMENZA, City Clerk
APPROVED AS TO FORM:
CARMEN VASQUEZ, City Attorney
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12724734.2 GA040-082
LIEBERT CASSIDY WHITMORE
MEMORANDUM
CONFIDENTIAL AND ATTORNEY-CLIENT PRIVILEGED
DATE: January 9, 2025 CLIENT-MATTER NO.: GA040/082
TO: Ms. Carmen Vasquez, City Attorney
Ms. Diana Schnur, Human Resources Manager
FROM: J. Scott Tiedemann
Patrick Marsh
RE: Executive Summary of Investigation
The City retained Attorney Jeffrey Love to investigate concerns regarding the conduct of Councilmember Wanda Love ("the Councilmember") towards two City employees. This investigation aimed to determine whether the Councilmember’s actions constituted inappropriate behavior and considered findings from a prior inquiry involving one of the employees.
Findings Regarding Employee 1
The investigation substantiated allegations that the Councilmember unfairly criticized Employee 1 in connection with two City projects: the Willows Wetland Grant Project and the demolition of the Chase Bank building.
Willows Project: The Councilmember criticized Employee 1, alleging failures in stakeholder communication. However, the evidence demonstrated that Employee 1 had complied with all applicable protocols, and the Councilmember’s complaints were unfounded.
Chase Bank Demolition: The Councilmember alleged inadequate neighbor notifications and dust mitigation efforts. The investigation found that Employee 1 adhered to all legal requirements and implemented appropriate measures to mitigate dust, including fencing and water-based controls.
The investigation identified a pattern of tension resulting from Employee 1’s refusal to comply with the Councilmember's request to prioritize specific contractors for City projects. Employee 1’s adherence to established procurement rules and the failure to route operational concerns through the appropriate supervisory channels appeared to contribute to the concerns.
Findings Regarding Employee 2
The investigation also substantiated allegations regarding the Councilmember's conduct towards Employee 2 during a City event.
The Councilmember expressed dissatisfaction with the placement of their booth at the event, perceiving it as less favorable compared to another elected official's booth. The Councilmember Docusign Envelope ID: 4685BF82-C3B6-46A2-B1F0-041399362EBF Ms. Carmen Vasquez
Ms. Diana Schnur
Re: Executive Summary
January 9, 2025
12724734.2 GA040-082
made statements suggesting they would raise the issue during a public meeting, which Employee 2 reasonably interpreted as a potential threat to their job security.
The investigation found that the Councilmember’s remarks were inappropriate and caused Employee 2 undue apprehension.
Broader Context
The investigation revealed a pattern of the Councilmember bypassing appropriate channels for addressing operational concerns. Instead of engaging through supervisory structures, the Councilmember directly communicated with staff and occasionally involved other City officials in a manner inconsistent with established protocols.
Conclusion
The investigation concluded that Councilmember Wanda Love’s conduct towards both employees was inappropriate and substantiated the allegations. The behavior, which included unfounded criticisms and targeting of employees, created unnecessary strain and undermined the ability of City staff to perform their duties effectively.
Docusign Envelope ID: 4685BF82-C3B6-46A2-B1F0-041399362EBF