Agenda packet — Santa Monica City Council, July 14, 2022 (part 3 of 4)

For Fifty Percent Income Households
Area Median Income x 50% x Bedroom Adjustment Factor x 30% = Maximum Affordable Rent (Annual).

For Eighty Percent Income Households
Area Median Income x 60% x Bedroom Adjustment Factor x 30% = Maximum Affordable Rent (Annual).

For Moderate Income Households
Area Median Income x 110% x Bedroom Adjustment Factor x 30% = Maximum Affordable Rent (Annual).

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(b) The Maximum Allowable Rent figures must be divided by twelve to determine the maximum allowable monthly rent.
(c) Area Median Income - As periodically published by HUD, currently $80,000 (2021).
(d) Bedroom Adjustment Factors
0 Bedroom .7 3 Bedrooms 1.00
1 Bedroom .8 4 Bedrooms 1.08
2 Bedroom .90
(e) Affordable Rents 2020:

Studio 1-BR 2-BR 3BR
Thirty Percent Income Household $ 420 $ 480 $ 540 $ 600 Fifty Percent Income Household $ 700 $ 800 $ 960 $1,000 Eighty Percent Income Household $ 840 $ 960 $1,080 $1,200 Moderate Income Household $1,540 $1,760 $1,980 $2,200
(f) In the event the Area Median Income is no longer established or published by HUD, the parties shall substitute a similar standard established by the State of California. (g) Minimum Occupancy Requirements
0 bedroom 1 occupant
1 bedroom 1 occupant
2 bedrooms 2 occupants
3 bedrooms 3 occupants
4 bedrooms 5 occupants

5.2 Affordable Unit Terms for Displaced Tenants Exercising their Right of First Refusal to Occupy the Project. If a Displaced Tenant exercises his/her right of first refusal to occupy the Project in accordance with Development Agreement Section 2.7.1, then the following shall apply:
(a) If a Displaced Tenant income qualifies for an Affordable Unit, such Displaced Tenant shall have the first priority to occupy the applicable Affordable Unit at a maximum allowable rent that is the lower of the rent in effect at the time of the Displaced Tenant's displacement plus allowed Annual General Adjustments pursuant to RCL Section 1805 or the deed restricted rent for the applicable income category of the Displaced Tenant, upon issuance of a certificate of occupancy for the Second Street Building(s) and/or Santa Monica Boulevard Building, as applicable.

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(b) If (x) a Displaced Tenant does not income qualify for an Affordable Unit and (y) the Project's eleven (11) Price-Restricted Replacement Units are occupied by (or have already been assigned to) other Displaced Tenants, then such Displaced Tenant shall have the first priority to occupy one of the Project's five (5) Replacement Units that are Moderate Income Affordable Units and the maximum allowable rent shall be the rent that is the rent in effect at the time of the Displaced Tenant’s displacement plus allowed Annual General Adjustments pursuant to RCL Section 1805. After vacancy by the Displaced Tenant, the applicable Moderate Income Affordable Unit shall be subject to all requirements for a Moderate Income Household as set forth in this Agreement.

6. HOUSEHOLD ADJUSTMENT FACTORS.

The Household Adjustment Factors are as follows:
1 person 0.7
2 persons 0.8
3 persons 0.9
4 persons 1.0
5 persons 1.08
6 persons 1.16
7 persons 1.24
8 persons 1.32
During the duration of this agreement, Developer agrees to make reasonable efforts to rent vacant Affordable Units within sixty (60) days.

7. TENANT SELECTION.

Except with respect to Displaced Tenants exercising their right of first refusal to occupy the Project in accordance with Development Agreement Section 2.7 and Section 5.2 of this Agreement, Developer shall select households from the City-developed list of income qualified households. Except with respect to Displaced Tenants, only households selected from the Citydeveloped list of income qualified households shall occupy any of the Affordable Units.

8. CITY APPROVAL OF DOCUMENTS.

The Conditions, Covenants and Restrictions (CC&R's), if any, for the Subject Property shall include reference to all applicable obligations and duties of the parties created by this Agreement. The City Attorney of the City of Santa Monica shall approve as to form the CC&R's prior to recordation of the final subdivision or parcel map for the Subject Property.

Developer shall rent the Affordable Units pursuant to the terms and conditions of a lease or rental agreement approved by the City. At least ninety (90) days prior to the expected completion date, Developer shall submit to the City Housing Division of the Community Services Department for review a copy of the lease agreement to be used. In addition to any other provision required by the City to ensure compliance with Chapter 9.64 and the Administrative Guidelines

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for Chapter 9.64, as they may be amended from time to time, said lease or rental agreement shall contain a provision prohibiting subleasing of the Affordable Units or revising the composition of the household without Developer's permission. For the avoidance of doubt, the Development Agreement and this Agreement shall prevail if there is a conflict or inconsistency between the Development Agreement, this Agreement, and any provision of Chapter 9.64 and the Administrative Guidelines for Chapter 9.64. Developer shall not approve any change that renders the Affordable Units in noncompliance with the household income requirements of this Agreement. The addition to the household of minor children, a spouse, or registered domestic partner shall not be deemed a change in the household requiring Developer's prior approval pursuant to this Section.

Developer shall lease the Affordable Units concurrently with all other units in the Project so as to avoid prolonged vacancy of the Affordable Units during lease-up of the Project.

9. ATTORNEYS' FEES AND COSTS.

In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs.

10. APPOINTMENT OF OTHER AGENCIES.

The City may designate, appoint or contract with any other public agency to perform City's obligations under this Agreement.

11. SEVERABILITY.

In the event any limitation, condition, restriction, covenant or provision contained in this Agreement is held to be 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.

12. NOTICES.

All notices required under this Agreement shall be sent by certified mail, return receipt requested, to the following addresses:

TO THE CITY OF SANTA MONICA: City of Santa Monica
City Planning Division – Mail Stop 28
1685 Main Street
Santa Monica, California 90401
Attn: Planning Manager

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With a copy to: City of Santa Monica
Housing Division
1685 Main Street
Santa Monica, California 90401
Attn: Housing Manager
TO THE DEVELOPER: OCEAN AVENUE PARTNERS, LLC
and BELLE VUE PLAZA, LP
c/o Worthe Real Estate Group
100 Wilshire Boulevard, Suite 1600
Santa Monica, CA 90401
Attn: Jeff Worthe
With a copy to: Harding Larmore Kutcher & Kozal
1250 Sixth Street, Suite 200
Santa Monica, CA 90401
Attn: Paula J. Larmore
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.

13. HOLD HARMLESS.

As between the City and the Developer, the Developer is deemed to assume responsibility and liability for, and the Developer shall indemnify and hold harmless the City and its City Council, boards and commissions, officers, agents, servants or employees from and against any and all claims, loss, damage, charge or expense, whether direct or indirect, to which the City or its City Council, boards and commissions, officers, agents, servants or employees may be put or subjected, by reason of any damage, loss or injury of any kind or nature whatever to persons or property caused by or resulting from or in connection with any act or action, or any neglect, omission or failure to act when under a duty to act, on the part of the Developer or any of Developer's officers, agents, servants, employees or subcontractors in his or their performance hereunder.

14. BURDEN TO RUN WITH PROPERTY.

The covenants and conditions herein contained shall apply to and bind the heirs, successors and assigns of all the parties hereto and shall run with and burden the Subject Property for the benefit of the City, the public and surrounding landowners, until terminated in accordance with the provisions hereof. Developer shall expressly make the conditions and covenants contained in this Agreement a part of any deed or other instrument conveying any interest in the Subject Property.

15. SALE OR CONVERSION OF PROPERTY.

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In the event of sale or conversion of the Subject Property, any Conditions, Covenants and Restrictions (CC&R's) for the property, shall incorporate by reference all obligations and duties of the parties created by this Agreement. Reporting obligations set forth in Section 24 below, shall be set forth in the CC&R's if any, for the Project.

16. PROHIBITION AGAINST DISCRIMINATION.

Developer agrees not to discriminate against any actual or potential occupant of the Subject Property on the basis of sex, race, color, religion, ancestry, national origin, sexual orientation, age, pregnancy, marital status, disability, HIV, family composition, source of income, the use of a rental subsidy voucher, or the potential or actual occupancy of minor children. Developer further agrees to take affirmative action to ensure that no such person is discriminated against for any of the aforementioned reasons.

17. STANDING TO ENFORCE AGREEMENT.

Violation of this Agreement may be enjoined, abated or remedied by appropriate legal proceeding in a court of competent jurisdiction by any aggrieved party, including but not limited to, the parties hereto, or their respective successors, heirs and assigns.

The right to specific performance of this Agreement shall be an appropriate remedy for a breach of this Agreement because of the uniqueness of the Property and the inherent difficulty in calculating adequate damages.

18. 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.

19. APPLICABLE LAW.

All questions pertaining to the validity and interpretation of this Agreement shall be determined in accordance with the laws of California applicable to contracts made to and to be performed within the State.

20. CITY AUTHORITY TO ENFORCE LAW
The obligation of the Owner pursuant to this Agreement are in addition to, and in no way limit, the authority of the City to enforce all laws and regulation applicable to the Subject Property.

Nothing in this Agreement shall limit the authority of the City to take appropriate action to enforce the terms of any permit issued by the City relating to the Subject Property.

21. DURATION OF AGREEMENT.

This Agreement shall terminate and become null and void at the end of the Life of the Project.

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22. AMENDMENT OF AGREEMENT.

This Agreement, and any Section, subsection, or covenant contained herein, may be terminated or amended only upon the written consent of all parties hereto.

23. RECORDING OF AGREEMENT.

The parties hereto shall cause this Agreement to be recorded in the Official Records of the County of Los Angeles.

24. YEARLY REPORT.

Developer shall issue a written report to City on an annual basis commencing one year from the date of issuance of the Certificate of Occupancy and continuing thereafter throughout the term of the Agreement. The report shall include documentation of tenant income and assets, and state the rent level then being charged for the Affordable Units, whether the occupants are assisted by a rental housing subsidy program, the number of occupants in the household, whether there have been any changes in the composition of the household, whether any vacancies have occurred during the reporting year, any changes in income of the residents of the affordable units, and such other information as may be required by City staff. Failure of a tenant to provide Developer with information Developer is obligated to provide to the City under this Section 24 shall not constitute a Default by Developer under this Agreement so long as such tenant’s lease requires tenant to provide such information to Developer and Developer is actively pursuing reasonable enforcement actions to bring such tenant into compliance with the applicable lease provision. Notwithstanding the foregoing, Developer shall not be required to obtain/request information about tenant income and assets and any changes thereto for Displaced Tenants occupying Affordable Units pursuant to Section 5.2(b) of this Agreement.

25. COMPLIANCE MONITORING.

Pursuant to City of Santa Monica Resolution 10635 (CCS) and Santa Monica Municipal Code Sections 9.64.050 and 9.64.060, Developer shall pay the reasonable regulatory costs of ensuring compliance with this Agreement through a Compliance Monitoring Fee, adopted and approved on November 22, 2011 and administratively revised on an annual basis.

26. COUNTERPART SIGNATURE PAGES.

This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one (1) and the same instrument.

27. AUTHORITY TO EXECUTE.

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The undersigned declare they have full authority to execute this Agreement on behalf of Developer and bind Developer to all the terms and conditions contained herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

ATTEST: “CITY”

CITY OF SANTA MONICA
a Municipal Corporation
___________________________
Denise Anderson-Warren
City Clerk By: ____________________________
David White
APPROVED AS TO FORM: City Manager

SANTA MONICA CITY ATTORNEY
__________________________
Name: _____________________
City Attorney “DEVELOPER”
NAME
a ___________________
By __________________________
NAME: ___________________
Title: _____________________
Prepared by:

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EXHIBIT A
Legal Description of Subject Property
Ocean Avenue Parcel
101 Santa Monica Boulevard:

LOTS M, N, O, AND P BLOCK 148 OR THE TOWN OF SANTA MONICA, IN THE CITY OF SANTA MONICA, AS PER MAP RECORDED IN BOOK 3, PAGES 80 AND 81 AND IN BOOK 39, PAGE 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
1327 Ocean Avenue:

LOT "S" IN BLOCK 148 OF THE TOWN OF SANTA MONICA, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGE(S) 80 AND 81, AND IN BOOK 39 PAGE 45 ET. SEQ., OF

MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
1333 Ocean Avenue:

LOT "R" IN BLOCK 148 OF THE TOWN OF SANTA MONICA, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGE(S) 80 AND 81, AND IN BOOK 39 PAGE 45 ET. SEQ., OF

MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
1337 Ocean Avenue:

LOT "Q" IN BLOCK 148 OF THE TOWN OF SANTA MONICA, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGE(S) 80 AND 81, AND IN BOOK 39 PAGE 45 ET. SEQ., OF

MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Second Street Parcel
LOTS I, J, K, L, BLOCK 148 OF THE TOWN OF SANTA MONICA, IN THE CITY OF SANTA MONICA, AS PER MAP RECORDED IN BOOK 3, PAGES 80 AND 81 AND IN BOOK 39, PAGE 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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STATE OF CALIFORNIA )
) ss.

COUNTY OF LOS ANGELES )
On ________________, 20__, 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.
______________________________
Notary Public in and for said State
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.

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.

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STATE OF CALIFORNIA )
) ss.

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.
__________________________
Notary Public in and for said State
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.

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Packet Pg. 608 Attachment: Attachment D Ordinance Development Agreement 7-14-2022 Part 2 to exhibits G-P (4857 : Ocean Avenue Project Development 1 City Council Meeting: July 14, 2022 Santa Monica, California

RESOLUTION NUMBER (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA ADOPTING AN AMENDMENT TO THE 1992 LOCAL COASTAL PROGRAM LAND

USE PLAN PERTAINING TO NEW DEVELOPMENT LOCATED AT
129 SANTA MONICA BOULEVARD, 101 SANTA MONICA BOULEVARD, 1327 OCEAN AVENUE, 1333 OCEAN AVENUE, AND 1337 OCEAN AVENUE, IN THE

CITY OF SANTA MONICA
WHEREAS, the California Coastal Act of 1976 (Public Resources Code sections 30000, et seq.) (the “Coastal Act”) provides that each local government lying, in whole or part, within the coastal zone shall prepare a local coastal program (LCP) for that portion of the coastal zone within its jurisdiction; and WHEREAS, LCPs consist of a Land Use Plan (LUP) and Implementation Plan (IP); and
WHEREAS, an LCP becomes fully certified only after the California Coastal Commission certifies conformity of the LUP and IP with the policies of the Coastal Act; and
WHEREAS, upon certification, the LUP policies will form the standard of review for issuance of coastal development permits (“CDPs”) within the coastal zone; and

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Packet Pg. 609 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 2 WHEREAS, upon certification of the IP, the authority to issue CDPs would be transferred from the Coastal Commission to the City, except within the area of “original jurisdiction” as set forth in the Coastal Act; and
WHEREAS, the City adopted its current LUP in 1992, however, the Coastal Commission only certified the City’s 1992 LUP in part, and never certified a City LCP; and
WHEREAS, because a City LCP has never been certified by the Coastal Commission, all development proposed in Santa Monica’s Coastal Zone still requires Coastal Commission approval of a CDP(s) once all City entitlements are obtained; and WHEREAS, the City obtained a grant from the State of California to update the City’s LUP for full certification and prepared an updated draft LUP to replace the 1992 LUP (the “Draft LUP”); and
WHEREAS, the Draft LUP describes the planning area’s land use and environmental conditions, identifies issues, and contains land use policies and maps that complement adopted City policies and satisfy the intent of the Coastal Act; and WHEREAS, the Draft LUP includes a new section of policies that will guide coastal adaptation for anticipated climate change-induced sea level rise that is already measurable along California’s coast; and
WHEREAS, the Planning Commission held a study session on the Draft LUP on March 21, 2018, and the Commissioners and public speakers provided comments on a variety of policy areas; and

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Packet Pg. 610 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 3 WHEREAS, the Planning Commission held a public hearing on July 18, 2018, to consider the Draft LUP, and recommended approval of the Draft LUP, as modified by certain changes attached as an addendum to the Commission’s resolution; and WHEREAS, the City Council held a public hearing on October 9, 2018, to consider the Draft LUP, and found that the Draft LUP, as modified by certain changes, is consistent with the General Plan and Coastal Act policies; and WHEREAS, the City Council held a public hearing on July 23, 2019, to consider a modified resolution adopting the Draft LUP confirming that the Local Coastal Program is intended to be carried out consistent with the California Coastal Act and the process by which the resolution shall take effect, and adopted such resolution; and WHEREAS, the Draft LUP has not been certified by the California Coastal Commission as of this date; and
WHEREAS, pursuant to California Government Code Section 65864, et seq., and Chapter 9.60 of the Santa Monica Municipal Code (collectively, the “Development Agreement Statutes”), the City is authorized to enter into binding development agreements with persons or entities having a legal or equitable interest in real property for the development of such real property; and
WHEREAS, BELLE VUE PLAZA, a California limited partnership, and OCEAN AVENUE PARTNERS, LLC, a Delaware limited liability company (collectively the “Developer”) are the owners of approximately 82,570 square feet of land located in the City of Santa Monica, State of California, commonly known as 101 Santa Monica Boulevard, 1337 Ocean Avenue, 1333 Ocean Avenue, 1327 Ocean Avenue and 129 Santa Monica Boulevard (the “Property”), which is currently improved with: (1) a two12.A.h Packet Pg. 611 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 4 story mixed-use commercial/residential structure with a rooftop penthouse apartment (the “101 Santa Monica Boulevard Building”) and surface parking, (2) a two-story building that was originally built in 1926, is a City-designated Landmark (LC-04-LM-005) and is in commercial use (the “Spanish Colonial Revival Landmark”), a detached onestory rear structure that is in commercial use (the “1337 Ocean Avenue Rear Structure”), and surface parking, (3) a two-story building that was originally built in 1906, is a City-designated Landmark (LC-01LM-001) and is in commercial use (the “Queen Anne Landmark”), a separate two-story rear structure that is in commercial use and is connected to the 1333 Ocean Avenue Landmark by an unenclosed catwalk and staircase (the “1333 Ocean Avenue Rear Structure”), and surface parking, (4) a twostory building that is in commercial use (the “1327 Ocean Avenue Building”) and surface parking, (5) and approximately 30,000 square feet of land commonly known as 129 Santa Monica Boulevard (the “Second Street Parcel”) that is currently improved with surface parking; and
WHEREAS, the City has included the Property within the Downtown Core land use designation under the City’s 2010 Land Use and Circulation Element of its General Plan (the “LUCE”), and LUCE Policy D1.5 designates the Property as one of seven sites in the Downtown District to focus new investment given its accessibility to transit and ability to accommodate mixed-use development, contribute to the pedestrian-oriented environment, and support substantial community benefits; and WHEREAS, the LUCE did not establish maximum building height limits, floor area ratios (“FAR”), or other specific development standards (e.g., setbacks and step

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Packet Pg. 612 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 5 backs) for new buildings within the Downtown Core designation; instead, the LUCE deferred such standards to a future Downtown specific plan; and WHEREAS, on February 28, 2013, Developer filed an application for a Development Agreement, pursuant to Santa Monica Municipal Code (“SMMC”) Section

9.60.020 (the “Development Application”), which was designated by the City as Application No. 13DEV- 004 and which proposes a mixed-use project with a hotel, residences, a cultural uses campus, ground floor pedestrian-oriented restaurant and retail uses and subterranean parking; the originally filed plans (the “2013” Plans”) proposed, among other things, 125 hotel rooms, 22 residential condominium units, 19 replacement rental apartments, 5 affordable rental apartments, a cultural uses campus including preservation and adaptive re-use of the Spanish Colonial Revival Landmark and Queen Anne Landmark, ground floor restaurants and retail, an observation deck, a maximum height of 244 feet and a 4.0 FAR; and
WHEREAS, as further described below, the Development Application was revised and refined since the initial filing but has always included hotel, residential, cultural uses, pedestrian-oriented retail/restaurant uses, and subterranean parking, as is more fully described in the proposed Development Agreement (the “Development Agreement”); and
WHEREAS, in August 2017, the City adopted the Downtown Community Plan (“DCP”), a specific plan governing the Downtown including the Property. The Property is located within the DCP’s Ocean Transition District, Bayside Conservation District and the Established Large Site (“ELS”) Overlay designations. The ELS Overlay is provided for three sites in the Downtown that the DCP indicated have the potential to

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Packet Pg. 613 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 6 accommodate significant new development and provide significant community benefits.

The ELS Overlay designation allows any project on the Property to request approval for development of up to 130 feet in height and a 4.0 FAR subject to the project being processed through a development agreement, as well as compliance with other specified requirements. Table 2A.4 of the DCP lists three “preferred” community benefits for a project on the Property: affordable housing, cultural institution, and historic preservation, all of which are components of the current proposed project; and WHEREAS, after adoption of the DCP, the 2013 Plans were revised to conform with the DCP. In comparison to the 2013 Plans, revised plans filed in 2018 (the “2018 Plans”), included, among other things, elimination of the residential condominiums and their replacement with 100% rental apartments (including more affordable housing), reduced density (2.95 FAR), a reduced hotel program, and reduced height (maximum height of 130 feet); and
WHEREAS, on February 20, 2018, the Architectural Review Board held a public hearing to preliminarily review and provide feedback on the 2018 Plans; and WHEREAS, on March 12, 2018, the Landmarks Commission held a public hearing to preliminarily review and provide feedback on the 2018 Plans; and WHEREAS, on May 2, 2018, the Planning Commission held a public hearing to preliminarily review and provide feedback on the 2018 Plans; and WHEREAS, on June 12, 2018, the City Council held a public hearing to preliminarily review and provide feedback on the 2018 Plans; and WHEREAS, the 2018 Plans were revised in response to feedback from the Architectural Review Board, Landmarks Commission, Planning Commission, City

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Packet Pg. 614 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 7 Council and members of the public; and
WHEREAS, the current proposed project (the “Project”) now includes, among other things: (1) a full-service hotel located in the central area of the Ocean Avenue Parcel (the “Hotel Building”), (2) a cultural uses campus that is located north of the Hotel Building on the Ocean Avenue Parcel and is comprised of a new building (the “Cultural Uses Building”) and the relocated Spanish Colonial Revival Landmark and Queen Anne Landmark, which would be rehabilitated for adaptive reuse as part of the cultural uses campus, and open space (the “Cultural Uses Campus”), (3) a building with restaurant/retail uses that is located near the corner of Ocean Avenue and Santa Monica Boulevard on the Ocean Avenue Parcel (the “Corner Building”), (4) a mixed-use residential apartment building with ground floor retail/restaurant space located on the Ocean Avenue Parcel near the corner of Santa Monica Boulevard and First Court Alley (the “Santa Monica Boulevard Building”), (5) a mixed-use building(s) with retail/restaurant space located in the ground floor/podium level and residential apartments located within three separate forms/structures situated above the podium level on the Second Street Parcel (the “Second Street Building(s)”), (6) a publiclyaccessible observation deck at the top of the Hotel Building, (7) substantial open space, including publicly-accessible open space, (8) subterranean space, including for vehicle and bicycle parking, and (9) substantial other project features and community benefits; and
WHEREAS, the Property is located in the California Coastal Zone, and as explained above, the City does not have a certified LCP; and

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Packet Pg. 615 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 8 WHEREAS, the Second Street Parcel is located within Subarea 5 (Downtown Core) and the remaining four parcels are located within Subarea 3B (Ocean Avenue North of the Pier) in the 1992 LUP. The Draft LUP reflects the LUCE and DCP policies with respect to the Property’s development standards. The entire Property is located within Subarea 5, Downtown District of the Draft LUP; and WHEREAS, on December 15, 2020, Developer filed an application seeking an amendment to the 1992 LUP (the “1992 LUP Amendment”) to be consistent with the DCP and Draft LUP policies. The 1992 LUP Amendment, as it has been modified, would add a new policy to the 1992 LUP as follows:

If the properties located on the north side of Santa Monica Boulevard between Ocean Avenue and Second Street
commonly referred to as 129 Santa Monica Boulevard, 101 Santa Monica Boulevard, 1327 Ocean Avenue, 1333 Ocean
Avenue, 1337 Ocean Avenue (the “Established Large
Site”) are redeveloped as a comprehensive project pursuant to a development agreement, then the development
standards in Policies 67 and 71 and the corresponding
development intensities shown on Map 15 shall not apply to such new project on the Established Large Site, and the project shall instead not exceed 130 feet, with no limitation on the number of stories, and a cumulative maximum 2.95 F.A.R across the Established Large Site; and
WHEREAS, to aid in the redevelopment of the Property, the City and Developer desire to allow Developer to demolish the existing improvements except for the Queen Anne Landmark and Spanish Colonial Revival Landmark and construct a new mixeduse hotel, residential, and cultural uses project with ground floor retail and subterranean parking; and
WHEREAS, the City prepared and circulated for public review and comment a Draft Environmental Impact Report (the “DEIR”) pursuant to the California

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Packet Pg. 616 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 9 Environmental Quality Act (“CEQA”) and designated as SCH No. 2018121060 to evaluate the Project’s potential environmental impacts. Following close of the comment period, the City prepared a Final Environmental Impact Report pursuant to CEQA (the “EIR”); and
WHEREAS, the primary purpose of the Project is to redevelop the Property with a new mixed-use project that includes a full-service hotel, residential apartments including replacement rent-control apartments, market rate and deed-restricted affordable apartments, a new Cultural Uses Campus which includes the rehabilitation and adaptive reuse of the Queen Anne Landmark and Spanish Colonial Revival Landmark with cultural uses, pedestrian-friendly ground floor retail/restaurant uses, subterranean parking, creates union jobs, includes significant open space including publicly-accessible observation deck, and other benefits to the community consistent with the LUCE, DCP, 1992 LUP as amended, and Draft LUP; and WHEREAS, the City Council has determined that a development agreement is appropriate for the proposed development of the Project on the Property; and WHEREAS, the Development Agreement will (1) eliminate uncertainty in planning for the Project and result in the orderly development of the Project, (2) assure installation of necessary improvements on the Property, (3) provide for public infrastructure and services appropriate to development of the Project, (4) preserve substantial City discretion in reviewing the Project’s design in accordance with Article 6 of the Development Agreement, (5) secure for the City improvements that benefit the public, (6) ensure the provision of community benefits as envisioned in the LUCE and

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Packet Pg. 617 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 10 DCP, and (7) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted; and
WHEREAS, the Development Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impact and benefits of the development of the Project on the Property in accordance with the Development Agreement. Consistent with the DCP, the Project will provide a number of significant project features and community benefits as set forth in Sections 2.7 and 2.8 of the Development Agreement; and
WHEREAS, the City Council has found that the provisions of the Development Agreement are consistent with the relevant provisions of the City’s General Plan, including the LUCE, the DCP, the 1992 LUP as amended by the 1992 LUP Amendment, and the Draft LUP; and
WHEREAS, on May 18, 2022 the City's Planning Commission held a duly noticed public hearing on the Development Application (as it has been modified), the EIR, the 1992 LUP Amendment, and the Development Agreement, and at such hearing, subject to certain modifications, the Planning Commission recommended that the City Council certify the EIR, and approve the 1992 LUP Amendment and the Project including the Development Agreement; and
WHEREAS, on July 14, 2022, the City Council held a duly noticed public hearing on the Development Application (as it has been modified), the EIR, the 1992 LUP Amendment, and the Development Agreement, and at such hearing the City certified the EIR and adopted a Statement of Overriding Considerations and Mitigation

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Packet Pg. 618 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 11 Monitoring Plan, and considered this Resolution approving the 1992 LUP Amendment; and
WHEREAS, the 1992 LUP Amendment is consistent in principle with the goals, objectives, policies, land uses, and programs specified in the adopted LUCE, DCP, 1992 LUP, and Draft LUP. Specifically, the proposed mixed-use hotel project includes lodging, retail, food and beverage, and Cultural facilities uses along with market-rate and deed restricted affordable residential units in a manner that protects water quality and does not adversely impact public access to the shoreline and along the coast, and provides visitor-serving uses on the east side of Ocean Avenue as outlined by the 1992 LUP and Draft LUP. Specifically, per New Development Policy 64, the subject property is located on the east side of Ocean Avenue in subarea 3b and shall accommodate new visitor-serving uses including hotels, restaurants, commercial recreational uses, and visitor serving retail uses. Residential uses are permitted on upper floors. Further, the proposed Project includes a range of community benefits and incorporates a wide range of sustainable design features and commitments into its design and operations. These include dual plumbing and use of recycled water, 100% Green Power, implementation of a TDM Program, inclusion of an on-site system for rainwater capture and reuse, and EV vehicle charging infrastructure. The Project will provide new deed-restricted affordable housing units, replacement rent-controlled housing units and new market-rate residential units in order to provide more housing opportunities in non-sensitive Coastal Zone areas. The proposed Project would redevelop underutilized buildings and surface parking lots and provide a hotel with up to 120 hotel rooms. This Project therefore provides new lodging opportunities and new subterranean parking in the City’s Coastal

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Packet Pg. 619 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 12 Zone. The Project also includes a Cultural Uses Campus that incorporates and rehabilitates two City-designated landmarks, is designed to attract and exhibit works of significant local, international, established and emerging artists, including architects, and will have discounted entry fees for all students/youth. The Project includes a rooftop observation/viewing deck that would be open to the public. Moreover, the Project will also provide monetary contributions that would support mobility, construction of affordable housing, parks and recreation, and early childhood initiatives. As such, the proposed Project is consistent with the policies applicable to the site as set forth in the both the 1992 LUP and the Draft LUP; and
WHEREAS, the public health, safety, and general welfare require the adoption of the 1992 LUP Amendment in that the general welfare of the City is enhanced when the development of a mixed use hotel, residential, cultural uses, and restaurant/retail project includes market-rate, rent-controlled, and deed restricted affordable housing that will serve a variety of family sizes and income levels. The proposed Project will also provide numerous project and community benefits, including a Cultural Uses Campus and publicly-accessible open space. The proposed Project will also provide visitor-serving uses and increase transient occupancy taxes paid to the City which will in turn support the general welfare by allowing the City to provided needed services and programs to the community.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The above referenced recitals are true and correct and incorporated herein by reference.

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Packet Pg. 620 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 13 SECTION 2. The City Council has reviewed, considered, and hereby adopts the 1992 LUP Amendment as shown in Exhibit A.

SECTION 3. The City Council hereby certifies that the 1992 LUP, as amended by the 1992 LUP Amendment, is intended to be carried out in a manner fully consistent with the California Coastal Act.

SECTION 4. The City Manager is directed to submit the 1992 LUP Amendment to the Coastal Commission for certification in accordance with the Coastal Act.

SECTION 5. This resolution shall take effect automatically upon Coastal Commission approval of the 1992 LUP Amendment in whole and without any proposed modifications; alternatively, this resolution shall take effect upon adoption by the City Council upon Coastal Commission approval of the 1992 LUP Amendment in part or with proposed modifications.

APPROVED AS TO FORM:

DOUGLAS SLOAN
City Attorney

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Packet Pg. 621 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 14 Adopted and approved this ____ day of July, 2022.

Sue Himmelrich, Mayor
I, Denise Anderson-Warren, City Clerk of the City of Santa Monica, do hereby certify that Resolution No. ______ (CCS) was duly adopted at a meeting of the City Council on the ____ day of July, 2022 by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

Denise Anderson-Warren, City Clerk

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Packet Pg. 622 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 15 EXHIBIT A
AMENDMENT TO THE 1992 LUP
Add a new policy to the 1992 LUP as follows:

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Packet Pg. 623 Attachment: Attachment E Resolution Amending 1992 LUP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement (180 1 EIR Certification and Findings Resolution
City Council Meeting: July 14, 2022 Santa Monica, California

RESOLUTION NUMBER (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA

CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT FOR THE

OCEAN AVENUE PROJECT
WHEREAS, the California Environmental Quality Act, California Public Resources Code Section 21000 et seq. (“CEQA”) requires that cities consider the environmental consequences of their actions before approving a "project"; and WHEREAS, State CEQA Guidelines (California Code of Regulations, Title 14, Division 6, Chapter 3 of the California Code of Regulations) Section 15182 exempts a residential or mixed-use project, or a project with a floor area ratio of at least 0.75 on commercially-zoned property, from CEQA if it is located within a transit priority area as defined in CEQA Section 21099(a)(7); is consistent with a specific plan for which an environmental impact report (“EIR”) was certified; and is consistent with the general use designation, density, building intensity, and applicable policies specified for the project area in either a sustainable communities strategy or an alternative planning strategy for which the State Air Resources Board has accepted the determination that the sustainable communities strategy or the alternative planning strategy would achieve the applicable greenhouse gas emissions reduction targets; and

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Packet Pg. 624 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 2 WHEREAS, the Ocean Avenue Project (the “Project”) is (a) located within a transit priority area as it is within 0.5 mile of a major transit stop, the Downtown Santa Monica station for the Metro (E) Light Rail line, which is located at the intersection of Colorado Avenue and 4th Street, (b) consistent with the Downtown Community Plan (“DCP”), for which an EIR was certified (State Clearinghouse No. 2013091056), and (c) consistent with the general use designation, density, building intensity, and applicable policies of the Southern California Association of Government’s (“SCAG’s”) adopted 2016-2040 Regional Transportation Plan/Sustainable Communities Strategy (as discussed in Section 3.10, Land Use and Planning, of the EIR). Therefore, the Project meets eligibility requirements and is exempt from CEQA under CEQA Guidelines Section 15182; and WHEREAS, although the Project is exempt from CEQA, the City also prepared an EIR for the Ocean Avenue Project in compliance with CEQA’s EIR requirements, which EIR provides for informed decision-making about the potential environmental effects of the Project; and
WHEREAS, a Notice of Preparation (“NOP”) of an EIR for the Ocean Avenue Project was published and circulated on December 21, 2018; and WHEREAS, a Notice of Completion/Notice of Availability of a Draft Environmental Impact Report (“Draft EIR”) was published on May 18, 2020 in compliance with the CEQA and the State CEQA Guidelines, Title 14, Division 6, Chapter 3 of the California Code of Regulations; and
WHEREAS, the Draft EIR was circulated for a 90-day period which ended on August 17, 2020, exceeding the minimum 45-day period required under CEQA; and

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Packet Pg. 625 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 3 WHEREAS, the Draft EIR analyzed the potential environmental impacts that could result from the proposed Project and five alternatives; and WHEREAS, the Final Environmental Impact Report (“Final EIR”) that includes responses to written comments on the Draft EIR was published in June 2022; and
WHEREAS, the Final EIR analyzes the environmental effects of the Ocean Avenue Project, the site-specific amendment to the 1992 Local Coastal Program Land Use Plan, Development Agreement, and establishment of a pedestrian mall on a portion of First Court alley adjacent to the Project site; and WHEREAS, the Final EIR also analyzes the environmental effects of five alternatives: Alternative 1 – No Project Alternative, Alternative 2 – DCP Tier II Mixed-Use Housing Projects Compliant with Ocean Transition (OT) and Bayside Conservation (BC) Districts, Alternative 3 – Maximum 84-Foot Building Height (Reduced Floor Area Ratio [FAR] / Development), Alternative 4 – Retention of Existing City-Designated Landmarks and 101 Santa Monica Boulevard Alternative, and Alternative 5 – Revised Circulation Alternative; and WHEREAS, on May 18, 2022, the Planning Commission received public testimony and written submittals, reviewed and considered the City staff report and the Final EIR, and engaged in a deliberative process; and WHEREAS, after considering all such oral and written testimony at the public hearing on May 18, 2022, the Planning Commission recommended that the City Council approve the project, find that the project is exempt from CEQA pursuant to CEQA Guidelines Section 15182, and certify the Final EIR; and

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Packet Pg. 626 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 4 WHEREAS, on July 14, 2022 the City Council, received public testimony and written submittals, including the Final EIR, and engaged in a deliberative process; and
WHEREAS, after considering all such oral and written testimony in its decision-making process, the City Council desires to consider approval of the project; and
WHEREAS, the City Council as lead agency has reviewed and considered the contents of the Final EIR in its decision-making process, and independently determined that the Final EIR has been prepared in accordance with the California Environmental Quality Act (“CEQA”) (Public Resources Code sections 21000 et seq.) and CEQA guidelines; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA
MONICA DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The City Council finds the Ocean Avenue Project (the “Project”) exempt from CEQA pursuant to CEQA Guidelines Section 15182.

Specifically, the Project is located in a transit priority area, as it is within 0.5 mile of a major transit stop, the Exposition Light Rail Line Downtown Santa Monica station for the Metro (E) Light Rail line, which is located at the intersection of Colorado Avenue and 4th Street. Additionally, the Project is consistent with the applicable specific plan for this area (the Downtown Community Plan, or DCP), for which an EIR was certified (State Clearinghouse No. 2013091056). The Project is also consistent with the general use designation, density, building intensity, and policies of SCAG’s Regional Transportation Plan/Sustainable Communities Strategy (as

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Packet Pg. 627 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 5 discussed in Section 3.10, Land Use and Planning, of the Project’s EIR). Lastly, as confirmed by the EIR, the Project does not cause any new significant impacts, or worsen any previously-identified significant impacts, than those identified in the DCP EIR.

SECTION 2. The City Council hereby certifies that:

1. The Final EIR for the Ocean Avenue Project (“Project”) was completed in full compliance with State law and the CEQA Guidelines, there was adequate public review of the Draft EIR, and the Final EIR adequately analyzes all potentially significant environmental issues; and

2. The Final EIR was presented to the City Council, and the City Council has reviewed and considered the information contained in the Final EIR, including all comments on the Draft EIR and responses to comments, in its decision-making process prior to acting on the Project; and

3. The Final EIR reflects the independent judgement and analysis of the City.

SECTION 3. Consistent with Section 15128 of the State CEQA Guidelines, Section 4.5 of the Final EIR determined that the following environmental impacts were not considered potentially significant and were not analyzed in detail in the Final EIR: Agriculture and Forestry Resources, Biological Resources, Mineral Resources, Population, Employment and Housing, Public Services, Recreation, and Wildfire.

SECTION 4. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that Project

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Packet Pg. 628 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 6 impacts would be less than significant without mitigation for aesthetic and shade/shadow effects, air quality (consistency with applicable air quality plans, operational emissions, and odors), cultural resources (disturbance of human remains), energy, geology and soils (geotechnical hazards and soil erosion), greenhouse gas emissions, hydrology and water quality (groundwater, drainage, and consistency with applicable water quality control plans and sustainable groundwater management plans), land use and planning (division of an established community and consistency with applicable land use plans, policies, and regulations), operational noise, transportation (consistency with applicable programs, plans, ordinances, and policies and geometric hazards), and utilities (operational water demand, domestic water infrastructure, wastewater treatment facilities, and solid waste).

SECTION 5. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines and as analyzed in the Final EIR, the City Council finds that Project impacts finds that the following Project impacts could be reduced to a less than significant level with the implementation of mitigation measures established in Section 11 of the Final EIR: air quality (construction-related volatile organic compound emissions); cultural resources (potential impacts on onsite Citydesignated Landmarks and potential disturbance of archaeological resources); geology and soils (potential disturbance of paleontological resources); hazards and hazardous materials (potential release of hazardous building materials and other contaminates located onsite); noise (construction-related noise impacts); transportation (construction-related emergency access); tribal cultural resources

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Packet Pg. 629 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 7 (inadvertent discoveries of tribal cultural resources during construction); and utilities (wastewater generation/construction of wastewater facilities).

SECTION 6. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines and as analyzed in the Final EIR, the City Council finds that the following Project impacts cannot feasibly be avoided or mitigated to below a level of significance: construction effects, cultural resources, and noise effects (potential for groundborne vibration to affect an offsite historic structure) as well as neighborhood effects and transportation (traffic impacts on intersection level of service pursuant to the City’s previously adopted Traffic Study Guidelines and the City’s adopted significance criteria at the time of the NOP issuance and Draft EIR release).

SECTION 7. The Final EIR found that Alternative 3 (Maximum 84-Foot Building Height [Reduced FAR/Development]) is the environmentally superior alternative as it would have larger, more notable reductions to transportation impacts and temporary construction-related impacts to air quality and noise.

Alternative 3 would be consistent with relevant City, Regional and Coastal Commission policies and regulations, and would help fulfill a range of policies and regulations. Alternative 3 would be consistent with the Coastal Act, 1992 Land Use Plan of the Local Coastal Program, and Local Coastal Program Update Land Use Plan Final Draft, October 2018 by providing a mix of visitor-serving and residential uses. At the same time, Alternative 3 would implement policies in the 2016 – 2040 Regional Transportation Plan/Sustainable Communities Strategy and City plans including the Land Use and Circulation Element, the Downtown Community Plan, and the 2013 – 2021 Housing Element. These policies address a range of uses

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Packet Pg. 630 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 8 and multiple needs that pertain to the provision of housing in the Downtown area and the development of Downtown as a mixed-use community with pedestrian and transit availability for City residents. However, Alternative 3 would not meet the project objectives to the same extent as the Project. In particular, Alternative 3 would eliminate the publicly-accessible rooftop observation deck described for the Project.

Additionally, due to the substantial reduction in hotel guestrooms from 120 under the Project to 55 under this alternative, Alternative 3 would be less consistent with Coastal Act Section 30252, which calls for new development to "enhance public access to the coast" and Policy 201 of the Local Coastal Program Update Land Use Plan Final Draft, October 2018, which encourages “overnight visitor accommodations and related support facilities such as shops, restaurants and cultural uses that serve visitors and the local community alike shall be priority uses” along the east side of Ocean Avenue between Colorado Avenue and California Avenue, which includes the Project site. Additionally, this alternative would not provide affordable and market-rate housing to the same extent as the Project due to the reduction in residential units.

SECTION 8. The preceding findings, although based primarily on conclusions in the Final EIR, have not attempted to describe the full analysis of each environmental impact contained in the Final EIR. Instead, the findings incorporate by reference the discussions and analyses in the Final EIR and supporting reference documents supporting the Final EIR’s determinations regarding the nature and severity of the impacts of the Project and mitigation measures designed to address those impacts. In making these findings, the City

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Packet Pg. 631 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 9 Council ratifies, adopts, and incorporates into these findings the analysis and explanation in the Final EIR and ratifies, adopts, and incorporates in these findings the determinations and conclusions of the Final EIR.

SECTION 9. Consistent with Public Resources Code Section 21081.6, the documents which constitute the record of proceedings for approving this Project are located in the Community Development Department, 1685 Main Street, Santa Monica, California. The custodian of these documents is Rachel Kwok, Environmental Planner.

SECTION 10. The City Clerk shall certify the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:

DOUGLAS SLOAN
City Attorney

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Packet Pg. 632 Attachment: Attachment F Resolution Certifying Final EIR 7-14-2022 (4857 : Ocean Avenue Project Development Agreement (180 mins)) 1 EIR SOC MMRP Resolution
City Council Meeting: July 14, 2022 Santa Monica, California RESOLUTION NO. ______(CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF SANTA MONICA MAKING FINDINGS NECESSARY TO APPROVE

THE OCEAN AVENUE PROJECT AND ADOPTING A STATEMENT OF OVERRIDING

CONSIDERATIONS AND THE MITIGATION MONITORING AND REPORTING

PROGRAM
WHEREAS, the California Environmental Quality Act (Section 21000 et seq, of the Public Resources Code, hereinafter “CEQA”) requires that cities consider the environmental consequences of their actions before approving a project; and WHEREAS, State CEQA Guidelines (California Code of Regulations, Title 14) Section 15182 exempts a residential or mixed-use project, or a project with a floor area ratio of at least 0.75 on commercially-zoned property, from CEQA if it is located within a transit priority area as defined in CEQA Section 21099(a)(7); is consistent with a specific plan for which an environmental impact report (“EIR”) was certified; and is consistent with the general use designation, density, building intensity, and applicable policies specified for the project area in either a sustainable communities strategy or an alternative planning strategy for which the State Air Resources Board has accepted the determination that the sustainable communities strategy or the alternative planning strategy would achieve the applicable greenhouse gas emissions reduction targets; and WHEREAS, the Ocean Avenue Project (the “Project”) is (a) located within a transit priority area as it is within 0.5 mile of a major transit stop, including the Exposition Light

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Packet Pg. 633 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 2 Rail Line Downtown Santa Monica station for the Metro (E) Light Rail line, which is located at the intersection of Colorado Avenue and 4th Street, (b) consistent with the applicable specific plan for this area (the Downtown Community Plan or “DCP”), for which an EIR was certified (State Clearinghouse No. 2013091056), and (c) consistent with the general use designation, density, building intensity, and applicable policies of the Southern California Association of Government’s (“SCAG’s”) adopted 2016-2040 Regional Transportation Plan/Sustainable Communities Strategy (as discussed in Section 3.10, Land Use and Planning, of the EIR). Therefore, the Project meets eligibility requirements and is exempt from CEQA under CEQA Guidelines Section 15182; and WHEREAS, although the Project is exempt from CEQA, the City also prepared an EIR for the Ocean Avenue Project in compliance with CEQA’s EIR requirements, which provides for informed decision-making about the potential environmental effects of the Project; and
WHEREAS, a Draft Environmental Impact Report was published on May 18, 2020 for a period of 90 days, in recognition of the COVID-19 pandemic and the associated public health guidelines at the time, and a Final Environmental Impact Report ("Final EIR") was published in June 2022, which analyze the environmental effects of the Ocean Avenue Project; and
WHEREAS, the Santa Monica City Council, as Lead City Agency, reviewed the Final EIR and considered the information contained in the Final EIR, including all comments on the Draft EIR and responses to comments, in full compliance with State CEQA Guidelines; and

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Packet Pg. 634 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 3 WHEREAS, on July 14, 2022, the City Council certified that the Final EIR was prepared in full compliance with State law and the CEQA Guidelines;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The City Council finds the Ocean Avenue Project (the “Project”) exempt from CEQA pursuant to CEQA Guidelines Section 15182. Specifically, the Project is located in a transit priority area, as it is within 0.5 mile of a major transit stop, including the Exposition Light Rail Line Downtown Santa Monica station for the Metro (E) Light Rail line, which is located at the intersection of Colorado Avenue and 4th Street. Additionally, the Project is consistent with the applicable specific plan for this area (the Downtown Community Plan, or DCP), for which an EIR was certified (State Clearinghouse No. 2013091056). The Project is also consistent with the general use designation, density, building intensity, and policies of SCAG’s Regional Transportation Plan/Sustainable Communities Strategy (as discussed in Section 3.10, Land Use and Planning, of this EIR).

Lastly, as confirmed by the EIR, the Project does not cause any new significant impacts, or worsen any previously-identified significant impacts, than those identified in the DCP EIR.

SECTION 2. The DCP allows projects on Established Large Sites to be authorized up to a height limit of 130 feet subject to four requirements, one of which requires additional environmental review to the extent not analyzed in the Downtown Community Plan (“DCP”) Final EIR. The other three DCP requirements include: the project shall be processed through a Development Agreement; preparation of a shade/shadow analysis; and inclusion in the application submittal of comprehensive responses to how the project

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Packet Pg. 635 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 4 meets each of the priorities described in the Downtown Districts Chapter. The Project meets all of these DCP requirements. Given public interest, and to promote informed decision-making, the City has also prepared an EIR for the Project in compliance with CEQA. In accordance with Section 15121 of the State CEQA Guidelines, the purpose of the EIR is to serve as an informational document that: “…will inform public agency decision-makers and the public generally of the significant environmental effect of a project, identify possible ways to minimize the significant effects, and describe reasonable alternatives to the project.”
SECTION 3. Consistent with Section 15128 of the State CEQA Guidelines, Section

4.5 of the Final EIR determined that the following environmental impacts were not considered potentially significant and were not analyzed in detail in the Final EIR:

Agriculture and Forestry Resources, Biological Resources, Mineral Resources, Population, Employment and Housing, Public Services, Recreation, and Wildfire. As discussed in Section 4.5 of the Final EIR, the following two mitigation measures from the adopted Mitigation Monitoring and Reporting Program from the DCP Program EIR (State Clearinghouse No. 2013091056) are applicable to the Project:

DCP MM PS-1: The City shall require applicants of development projects with buildings that are seven stories and higher in the Downtown to prepare a highrise pre-fire plan. At a minimum, the pre-fire plan shall address the types and capabilities of fire protection systems, the layout of the building, locations of stairwells and elevators, and how evacuation will be handled. A copy of the plan shall be kept in the fire control room and a copy shall be filed with the SMFD fire marshal. The plan shall be revised every 5 years.

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Packet Pg. 636 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 5 DCP MM PS-2: The City shall require applicants of development projects over a specifies square footage in the Downtown to prepare and implement a security plan for common or public spaces, including parking structures/lots, courtyards, other open areas, public or common area walkways stairways and elevators as a condition of their development agreement. The security plan will identify the locations of 911-capable phones in parking garages and other public area, will establish rules and regulations for public use of the courtyard areas, and establish private security patrols for the property. Private security patrols shall work in coordination with the SMPD. The plan shall be subject to review and approval by the SMPD.

SECTION 4. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that Project impacts would be less than significant without mitigation for aesthetic and shade/shadow effects, air quality (consistency with applicable air quality plans, operational emissions, and odors), cultural resources (disturbance of human remains), energy, geology and soils (geotechnical hazards and soil erosion), greenhouse gas emissions, hydrology and water quality (groundwater, drainage, and consistency with applicable water quality control plans and sustainable groundwater management plans), land use and planning (division of an established community, consistency with applicable land use plans, policies, and regulations), operational noise, transportation (consistency with applicable programs, plans, ordinances, and policies and geometric hazards), and utilities (operational water demand, domestic water infrastructure, wastewater treatment facilities, and solid waste).

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Packet Pg. 637 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 6 SECTION 5. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines and as analyzed in the Final EIR, the City Council finds that most impacts resulting from the Project can be reduced to a less than significant level with the implementation of mitigation measures established in Section 11 of the Final EIR. More specifically, significant environmental effects as identified below can feasibly be avoided and have been eliminated or substantially lessened to less than significant. (a) The Final EIR determined that without mitigation, the Project could result in significant adverse impacts associated with construction-related air emissions, particularly volatile organic compounds (VOCs). Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that the following mitigation measure that has been required for the Project will reduce the Project's construction-related air quality impacts to below levels of significance:

MM AQ-1: Super Compliant Coatings. To reduce VOC levels during the architectural coating phase, low VOC-emission paint shall be used with levels of 10 g/L or less (e.g., paints from the SCAQMD’s list of Super Compliant Architectural Coatings, such as Benjamin Moore Natural Odorless, Zero VOC Paint). The Applicant or construction contractor shall also utilize high-pressure low-volume (HPLV) paint applicators with a minimum transfer efficiency of at least 50 percent. The Applicant or construction contractor shall implement additional measures to reduce daily and quarterly VOC levels related to architectural coatings to the extent determined feasible by the City and APCD, such as extending coating applications by limiting daily coating activities. City staff shall

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Packet Pg. 638 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 7 ensure measures are depicted on all submitted building and construction plans submitted to City prior to the issuance of building permits. City building inspectors shall ensure compliance.
(b) The Final EIR determined that without mitigation, the Project could result in significant adverse impacts associated with construction-related activities. Consistent with CEQA Guidelines Section 15091 and 15092, and as analyzed in the Final EIR, the City Council finds that the following mitigation measure that has been required for the Project will reduce the majority of these impacts to below levels of significance:

MM CE-1: The Applicant shall prepare, implement and maintain a Construction Impact Mitigation Plan (CIMP) for review and approval prior to issuance of a building permit to address manage traffic during construction and shall be designed to:
• Prevent traffic impacts on the surrounding street network • Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable
• Ensure safety for both those constructing the proposed Project and the surrounding community
• Prevent substantial truck traffic through residential neighborhoods • Provide for coordination with the Metro regarding the Metro layover zone on 2nd Street regarding traffic controls.
• Provide for coordination with adjacent or nearby construction projects The CIMP shall be subject to review and approval by the following City departments: Public Works, Fire, Community Development, and Police to ensure

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Packet Pg. 639 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 8 that the Plan has been designed in accordance with this mitigation measure and meets City standards. This review shall occur prior to issuance of grading or building permits. It shall, at a minimum, include the following:

Ongoing Requirements throughout the Duration of Construction • A detailed CIMP for work zones shall be maintained. At a minimum, this shall include parking and travel lane configurations; warning, regulatory, guide, and directional signage; and area sidewalks, bicycle lanes, and parking lanes. The plan shall include specific information regarding the project’s construction activities that may disrupt normal pedestrian and traffic flow and the measures to address these disruptions. Such plans shall be reviewed and approved by the Strategic and Transportation Planning Division prior to commencement of construction and implemented in accordance with this approval. • Work within the public right-of-way shall be performed between 9:00 AM and 4:00 PM. This work includes dirt and demolition material hauling and construction material delivery. Work within the public right-of-way outside of these hours shall only be allowed after the issuance of an after-hours construction permit.
• An Applicant-funded onsite monitor shall be present to ensure safety when Metro workers are in the immediate vicinity, or when more dangerous activities are occurring (e.g., raising of heavy equipment to roof levels). The CIMP shall identify the activities that would prompt the presence of an onsite monitor. • Streets and equipment shall be cleaned in accordance with established Public Works Department requirements.

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Packet Pg. 640 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 9 • Trucks shall only travel on a City-approved construction route. Truck queuing/staging shall not be allowed on City streets. Queuing may occur on the construction site itself to the extent there is space available on the construction site.
• Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be onsite, with a minimum amount of materials within a work area in the public right-of-way, subject to a current Use of Public Property Permit.
• Any requests for work before or after normal construction hours within the public right-of-way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. • Provision of off-street parking for construction workers, which may include the use of a remote location with shuttle transport to the site, if determined necessary by the City.
• A Caltrans transportation permit shall be obtained for any transportation of heavy construction equipment and/or materials on state highways. • Vehicles hauling dirt and sediment materials on- and off-site must cover said materials in plastic coverings to prevent unplanned spills.

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Packet Pg. 641 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 10 • The Applicant shall obtain a Use of Public Property Permit, Excavation Permit, Sewer Permit, or Oversize Load Permit, as well as any Caltrans permits required, for any construction work requiring encroachment into public rightsof-way, detours, or any other work within the public right-of-way. • The Applicant shall provide timely notification of construction schedules to all affected agencies (e.g., Big Blue Bus, Metro, Police Department, Fire Department, Public Works Department, and Community Development Department), and all owners and residential and commercial tenants of property within a radius of 500 feet.
• The Applicant shall coordinate construction work with affected agencies in advance of start of work. Approvals may take up to 2 weeks per each submittal. Coordination with Metro regarding construction activities that may impact Metro bus lines (e.g., Metro layover zone) or result in closures lasting over 6 months shall be initiated at least 30 days in advance of construction activities.

The Applicant shall obtain Mobility Division approval of any haul routes for earth, concrete, or construction materials and equipment hauling. (c) The Final EIR determined that without mitigation, the Project could result in significant adverse impacts to onsite City-designated Landmark buildings. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that the following applicable mitigation measure that has been required for the Project will reduce the Project’s impacts to onsite City-designated Landmark buildings below levels of significance:

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Packet Pg. 642 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 11 MM CR-1: The Applicant shall implement and comply with all of the measures from the Historic Resources Technical Report – Ocean Avenue Project (2020) prepared by Ostashay & Associates Consulting (see Appendix E). These measures shall be formalized as a part of the Development Agreement Process, identified in all final site plans, and implementation shall be confirmed by the City prior to the issuance of any permit, demolition, abatement, grading/excavation, relocation, or rehabilitation work the two City-designated Landmark.

1. Archival Recordation Documentation. Prior to the issuance of any permit, demolition, abatement, grading/excavation, relocation, or rehabilitation work the two City- designated Landmarks onsite, the Applicant shall have prepared recordation documents similar in format and content to an Historic American Buildings Survey (HABS) Level III recordation document.

2. Preparation of a Preservation-Protection Plan. The Applicant shall develop a Preservation-Protection Plan to support conformance with applicable The Secretary of the Interior’s Standards for the Treatment of Historic Properties.

At a minimum, a Preservation-Protection Plan shall be prepared for the two historic buildings and their associated character-defining features.

3. Historic Preservation Professional Oversight. Final site plans for the two Citydesignated Landmark buildings onsite shall be developed in coordination with a qualified historic preservation professional.

4. Santa Monica Landmarks Commission. The Applicant shall obtain a Certification of Appropriateness (or equivalent approval pursuant to the Development Agreement) issued by City Landmarks Commission.

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Packet Pg. 643 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 12 5. Compliance with The Secretary of the Interior’s Standards for the Treatment of Historic Properties. Any maintenance, repair, stabilization, rehabilitation, relocation, preservation, conservation, or reconstruction proposed for any exterior portion of the City-designated Landmark Buildings shall comply with The Secretary of the Interior’s Standards for the Treatment of Historic Properties.

6. California Historic Building Code Compliance. Where applicable, any work for code mitigations such egress, fire safety, railing heights, door widths, ADA accessibility, etc. shall utilize and follow the perspective code of the California Historical Building Code and the relevant guidelines specific in The Secretary of the Interior’s Standards for the Treatment of Historic Properties and NPS briefs, bulletins, references and guidelines.

7. Seismic Retro-Fit Plans and Reviews. Any and all seismic plans to stabilize and retro- fit the two City-designated Landmark buildings shall be prepared for the proposed Project and shall comply with the California Historical Building Code and the relevant guidelines specific in The Secretary of the Interior’s Standards for the Treatment of Historic Properties Standards and NPS briefs, bulletins, references and guidelines. Such plans shall be reviewed and approved by the historic preservation consultant for compliance with The Secretary of the Interior’s Standards for the Treatment of Historic Properties prior to formal submittal to the City for review, plan check, and building and safety review.

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Packet Pg. 644 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 13 8. Project Plans and Reviews. Any and all project plans, including but not limited to architectural, structural, mechanical, relocation, landscape plans shall be prepared by the Applicant and reviewed and approved by the qualified historic preservation professional for compliance with The Secretary of the Interior’s Standards for the Treatment of Historic Properties prior to formal submittal to the City for design review, plan check and building and safety review.

9. Historic Material Replacement. In compliance with The Secretary of the Interior’s Standards for the Treatment of Historic Properties Standards, in cases where the project would replace a distinctive historic feature or material, the new feature shall match the old in design, type, color, texture, profile, material, and overall appearance. Consistent with The Secretary of the Interior’s Standards for the Treatment of Historic Properties, all such work shall be accurately reproduced based on historical, pictorial, and physical documentation and evidence. Such replacement of features shall be supported by investigations and studies conducted as part of the Preservation-Protection Plan prepared for this project.

10.Compatible New Construction. As the current site plans are considered conceptual and such plans have not yet been finalized, it is possible that final site plan could include elements that would result in a potentially significant impact to the historic resources onsite. Therefore, for any new construction proposed, the historic preservation consultant shall consult with the Applicant team during the entire design process to insure that the new permanent built

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Packet Pg. 645 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 14 forms are compatible with the historic qualities and characteristics of the historic buildings located within and adjacent to the Project site.

11.Relocation/Construction Monitoring. The Preservation-Protection Plan requires the Applicant to retain a qualified historic preservation professional with at least 7 years of relevant experience who satisfies the Secretary of the Interior’s Professional Qualification Standards for History, Architectural History, and/or Architecture pursuant to 36 CFR Part 61, to provide guidance and oversight for the preservation, relocation, and rehabilitation of the two City-designated Landmark buildings onsite. Once the project has been approved and entitled, the historic preservation professional shall conduct onsite construction monitoring during the relocation, demolition, excavation, and construction phases of the project.

12.Vibration Impact Measures and Monitoring Assessments. in coordination with the City and qualified historic preservation professional the Applicant shall assure avoidance of vibration impacts to such resources and their associated character- defining features, as identified in the Preservation-Protection Plan, by preparing a pre-construction vibration survey report and post-construction damage assessment survey report. These reports shall be prepared by a qualified structural engineer with qualifications in completed historic preservation projects that conformed to The Secretary of the Interior’s Standards for the Treatment of Historic Properties. These reports shall be submitted to the City for review and approval prior to initiating any type of construction work activity onsite (pre-construction vibration survey report) and

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Packet Pg. 646 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 15 upon completion of such work (post-construction damage assessment survey report).

13.Shoring Impact Prevention. To ensure the protection of the onsite historic resources during shoring and excavation, the Preservation-Protection Plan shall describe the methodology for stabilizing and disconnecting both City Landmarks from their existing foundations, placing them on temporary support structures, and transferring them to a safe location on the Project site such as the 101 Santa Monica Boulevard property before excavation is commenced. After the two Landmarks are placed on their permanent foundations, excavation would occur under and around them for construction of the basement level of the Cultural Uses Campus and subterranean parking. This aspect of the Preservation-Protection Plan shall reference guidance from the publication of the National Park Service by John Obed Curtis entitled, Moving Historic Buildings. The Preservation-Protection Plan shall describe protective measures and monitoring that would be taken to anticipate and prevent increased dust, vibration, and fire risk to the two Landmark buildings consistent with “Temporary Protection, Tech Note No. 3, Protecting a Historic Structure during Adjacent Construction,” published by the Technical Preservation Services, National Park Service. The Preservation-Protection Plan shall also include a construction employee training program that emphasizes protection of historic resources for all construction workers involved.

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Packet Pg. 647 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 16 14.Unanticipated Discoveries. The Applicant should be aware of the possible encounter of unanticipated discoveries on site upon implementation of the proposed Project, particularly during excavation, grading, demolition, and relocation activities. In the event that any unusual or distinctive architectural features associated with the design or use of the Landmark buildings are encountered during site preparation, grading, demolition, excavation, relocation, or construction activities around the two sites work shall be immediately stopped and relocated from that area until it can be assessed by the City or qualified onsite historic preservation consultant. Such features, if determined to be important character-defining features of either building, it shall be assessed, possibly salvaged, and reused in the project as directed by the preservation consultant in coordination with the Applicant and City staff.

15. Interpretive Educational Program. To assist the public in understanding the historical, cultural, and architectural significance of the City-designated Landmarks commemorative interpretive signage, displays, and/or plaques shall be created and incorporated into the Project site, particular as part of the Cultural Use Campus. The displays, signage, plaques and exhibits created for the site may incorporate salvaged “period appropriate” items from the historic buildings and any historical information, photographs, postcards, plans and illustrations, maps and brochures, etc. of the buildings, Ocean Avenue, the downtown commercial area in a creative medium accessible or visible to the public. The Applicant, in coordination with the historic preservation professional shall prepare a technical memorandum detailing the historic

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Packet Pg. 648 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 17 interpretive program (exhibits) requirements, conceptual design and content, and implementation schedule. This memorandum shall be reviewed by the City Landmarks Commission staff liaison, the Landmarks Commission and other interested parties, and shall be prepared to the satisfaction of the City of Santa Monica. The Applicant shall submit quarterly reports (i.e. January, April, July, and October) prepared by the historic preservation professional to the City Landmarks Commission staff liaison documenting the progress of the historic interpretive project (exhibits) implementation plan. (d) The Final EIR determined that without mitigation, the Project could result in significant adverse impacts related to the disturbance of previously unknown archaeological resources. Consistent with CEQA Guidelines Section 15091 and 15092, and as analyzed in the Final EIR, the City Council finds that the following mitigation measures have been required for the Project that will reduce these impacts to archaeological resources to below levels of significance:

MM CR-2: Archaeological Construction Monitoring. Archaeological monitoring shall be conducted by a qualified professional archaeologist familiar with the types of prehistoric and historic-period archaeological resources that could be encountered within the Project site. All grading, excavation, trenching, and site preparation including vegetation removal between 2 and 6 feet bgs and existing fill soils shall be monitored. A monitoring program shall be developed and implemented prior to the commencement of construction activities to ensure the effectiveness of monitoring.

DCP MM CR-3a: Archaeological Data Recovery: For projects that inadvertently

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Packet Pg. 649 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 18 discovered buried prehistoric or historic-period archaeological resources the City shall apply a program that combines resource identification, significance evaluation, and mitigation efforts into a single combined effort. This approach would combine the discovery of deposits (Phase 1), determination of significance and assessment of the project’s impacts on those resources (Phase 2), and implementation of any necessary mitigation (Phase 3) into a single consolidated investigation. This approach must be driven by a Treatment Plan that sets forth explicit criteria for evaluating the significance of resources discovered during construction and identifies appropriate data recovery methods and procedures to mitigate project effects on significant resources. The Treatment Plan shall be prepared prior to issuance of building permits by a Registered Professional Archaeologist (RPA) who is familiar with urban historical resources, and at a minimum shall include:
• A review of historic maps, photographs, and other pertinent documents to predict the locations of former buildings, structures, and other historical features and sensitive locations within and adjacent to the specific development area;
• A context for evaluating resources that may be encountered during construction;
• A research design outlining important prehistoric and historic-period themes and research questions relevant to the known or anticipated sites in the study area;
• Specific and well-defined criteria for evaluating the significance of discovered

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Packet Pg. 650 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 19 remains; and
• Data requirements and the appropriate field and laboratory methods and procedures to be used to treat the effects of the project on significant resources.

The Treatment Plan shall also provide for a final technical report on all cultural resource studies and for curation of artifacts and other recovered remains at a qualified curation facility, to be funded by the developer. To ensure compliance with City and State preservation laws, this plan shall be reviewed and approved by the Historic Landmarks Commission and the City of Santa Monica Planning Division prior to issuance of building permits.

DCP MM CR-3b: Inadvertent Discoveries: In the event of any inadvertently discovered prehistoric or historic-period archaeological resources during construction, the developer shall immediately cease all work within 50 feet of the discovery. The proponent shall immediately notify the City of Santa Monica Planning and Community Development Department and shall retain a Registered Professional Archaeologist (RPA) to evaluate the significance of the discovery prior to resuming any activities that could impact the site. If the archaeologist determines that the find may qualify for listing in the California Register, the site shall be avoided, or a data recovery plan shall be developed pursuant to MM CR3a. Any required testing or data recovery shall be directed by a RPA prior to construction being resumed in the affected area. Work shall not resume until authorization is received from the City.
(e) The Final EIR determined that without mitigation the Project could result in significant adverse impacts related to geology and soils (specifically, the disturbance of

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Packet Pg. 651 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 20 previously unknown paleontological resources). Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that the following applicable mitigation measures from the DCP EIR that have been required for the Project will reduce the Project’s impacts related to paleontological resources to below levels of significance:

DCP MM CR-4a: Paleontological Monitoring. Construction activities involving excavation or other soil disturbance to a depth greater than 6 feet within Downtown shall be required to retain a qualified Paleontological Monitor as defined by the Society for Vertebrate Paleontology (SVP) (2010) equipped with necessary tools and supplies to monitor all excavation, trenching, or other ground disturbance in excess of 6 feet deep. Monitoring will entail the visual inspection of excavated or graded areas and trench sidewalls. In the event that a paleontological resource is discovered, the monitor will have the authority to temporarily divert the construction equipment around the find until it is assessed for scientific significance and collected if necessary.

The Paleontological Monitor will periodically assess monitoring results in consultation with the Principal Paleontologist. If no (or few) significant fossils have been exposed, the Principal Paleontologist may determine that full-time monitoring is no longer necessary, and periodic spot checks or no further monitoring may be recommended. The City shall review and approve all such recommendations prior to their adoption and implementation.

DCP MM CR-4b: Inadvertent Discovery of Fossils. If fossils are discovered during excavation, the Paleontological Monitor will make a preliminary taxonomic

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Packet Pg. 652 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 21 identification using comparative manuals. The Principal Paleontologist or his/her designated representative then will inspect the discovery, determine whether further action is required, and recommend measures for further evaluation, fossil collection, or protection of the resource in place, as appropriate. Any subsequent work will be completed as quickly as possible to avoid damage to the fossils and delays in construction schedules. If the fossils are determined to be significant under CEQA, but can be avoided and no further impacts will occur, the fossils and locality will be documented in the appropriate paleontological resource records and no further effort will be required. At a minimum, the paleontological staff will assign a unique field number to each specimen identified; photograph the specimen and its geographic and stratigraphic context along with a scale near the specimen and its field number clearly visible in close-ups; record the location using a GPS with accuracy greater than 1 foot horizontally and vertically (if such equipment is not available at the site, use horizontal measurements and bearing[s] to nearby permanent features or accurately surveyed benchmarks, and vertical measurements by sighting level to point[s] of known elevation); record the field number and associated specimen data (identification by taxon and element, etc.) and corresponding geologic and geographic site data (location, elevation, etc.) in the field notes and in a daily monitoring report; stabilize and prepare all fossils for identification, and identify to lowest taxonomic level possible by paleontologists, qualified and experienced in the identification of that group of fossils; record on the outside of the container or bag the specimen number and taxonomic identification, if known. Breathable fabric bags will be used in packaging to avoid black mold.

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Packet Pg. 653 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 22 Upon completion of fieldwork, all significant fossils collected will be prepared in a properly equipped paleontology laboratory to a point ready for curation.

Preparation will include the careful removal of excess matrix from fossil materials and stabilizing and repairing specimens, as necessary. Following laboratory work, all fossils specimens will be identified to the lowest taxonomic level, cataloged, analyzed, and delivered to an accredited museum repository for permanent curation and storage. The cost of curation is assessed by the repository and is the responsibility of the Project proponent.

At the conclusion of laboratory work and museum curation, a final report shall be prepared describing the results of the paleontological mitigation monitoring efforts associated with the Project. The report will include a summary of the field and laboratory methods, an overview of the Project area geology and paleontology, a list of taxa recovered (if any), an analysis of fossils recovered (if any) and their scientific significance, and recommendations. If the monitoring efforts produced fossils, then a copy of the report will also be submitted to the designated museum repository.
(f) The Final EIR determined that without mitigation the Project could result in significant adverse impacts related to hazards and hazardous materials (specifically, the potential release of hazardous building materials and other contaminates located onsite).

Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that the following applicable mitigation measures from the DCP EIR that have been required for the Project will reduce the Project’s impacts related to hazards and hazardous materials to below levels of

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Packet Pg. 654 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 23 significance:

DCP MM HAZ-2a.a: Asbestos-Containing Materials (ACM), Lead-Based Paints (LBP), polychlorinated biphenyls (PCBs), and Molds. Prior to any the issuance of a demolition permit, the Applicant shall conduct a comprehensive survey of ACM, LBP, PCBs, and molds. If such hazardous materials are found to be present, the applicant shall follow all applicable local, state and Federal codes and regulations, as well as applicable best management practices, related to the treatment, handling, and disposal of ACM, LBP, PCBs, and molds to ensure public safety.

DCP MM HAZ-2a.b: Potential Onsite Hazardous Materials or Conditions. A visual survey and reconnaissance-level investigation of the existing site shall be conducted to determine if there are any structures or features within or near the buildings that are used to store, contain, or dispose of hazardous materials. For any development within the Downtown area that has not been subject to a Phase I ESA or successful remediation efforts in the past, a Phase I ESA shall be performed to determine the likelihood of contaminants in areas beyond what has already been assessed in accordance with ASTM E 1527-05 as may be amended.

If the Phase I ESA finds that contaminated soil is suspected to be present within any building excavation footprint or open space area, the Applicant shall perform soil sampling and analysis to determine the extent of contamination. If contaminants are detected in soil at or above regulatory levels, then the results of the soil sampling shall be reviewed and acted upon by the SMFD or the Planning Department and other regional or state regulatory agencies as needed.

DCP MM HAZ-2c: Discovery of Contamination. In the event that previously

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Packet Pg. 655 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 24 unknown or unidentified soil and/or groundwater contamination that could present a threat to human health or the environment is encountered during construction at a development site, construction activities in the immediate vicinity of the contamination shall cease immediately. A qualified environmental specialist (e.g., a licensed Professional Geologist [PG], a licensed Professional Engineer [PE] or similarly qualified individual) shall conduct an investigation to identify and determine the level of soil and/or groundwater contamination. If contamination is encountered, a Human Health Risk Management Plan shall be prepared and implemented that: (1) identifies the contaminants of concern and the potential risk each contaminant would pose to human health and the environment during construction and post-development; and (2) describes measures to be taken to protect workers, and the public from exposure to potential site hazards. Such measures could include a range of options, including, but not limited to, physical site controls during construction, remediation, long-term monitoring, postdevelopment maintenance or access limitations, or some combination thereof.

Depending on the nature of contamination, if any, appropriate agencies shall be notified (e.g., SMFD). If needed, a Site Health and Safety Plan that meets Occupational Safety and Health Administration requirements shall be prepared and in place prior to commencement of work in any contaminated area.

DCP MM HAZ-2d: Soils Management Plan: For project sites with onsite soil contamination, prior to approval of the first grading plan or issuance of the first demolition permit, whichever occurs first, the project Applicant shall submit a soils management plan and a transportation plan to the appropriate cleanup agency

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Packet Pg. 656 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 25 (e.g., Los Angeles RWQCB, DTSC, SMFD) for review and approval. The soils management plan and transportation plan shall include the following tasks.

Soils Management Plan
Affected soils shall be either directly loaded into awaiting trucks for immediate offsite disposal or temporarily stockpiled on plastic sheeting prior to load-out and offsite disposal. If temporarily stockpiled, soil removed from the excavations shall be placed next to or as close as possible to the excavation from which it came.

Prior to load-out, the construction contractor shall prepare waste profiles and example waste manifests for approval by the receiving facilities. Soil and material segregation, stockpile handling, truck loading, and storm water management practices shall be followed during the remedial action according to the following.

Soil and Material Segregation
Overburden soils shall be screened with an organic vapor analyzer (OVA) in accordance with SCAQMD Rule 1166. Any significant quantities of construction debris encountered during excavation shall be segregated and disposed of in accordance with Federal, State, and local regulations. Soil cuttings during the installation of soldier piles shall be disposed of offsite with any affected soils from the deep excavation.

Stockpile Management
The stockpiled soils for load-out shall be segregated by waste classification:
• Nonhazardous waste.
• VOC-contaminated nonhazardous waste with OVA readings greater than 50 parts per million (ppm) but less than 1,000 ppm.

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Packet Pg. 657 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 26 • VOC-contaminated nonhazardous waste with OVA readings of 1,000 ppm or greater. These soils shall be immediately sprayed with water or suppressant and placed in a sealed container (roll-off bin) or directly loaded into a suitable transport truck, moistened with water, and covered with a tarp for offsite transportation to the appropriate disposal facility, as specified in the SCAQMD Rule 1166 Mitigation Plan.

The temporary stockpiles containing affected soils shall be managed as follows:
• The temporary stockpiles for non-VOC contaminants shall be placed on plastic sheeting and kept moist during working hours and covered with plastic sheeting at the end of the day to control dust.
• The VOC-contaminated stockpiles shall be placed on plastic sheeting and immediately covered with plastic sheeting. The edges of the plastic shall have an overlap of at least 24 inches. The plastic shall be secured at the base of the stockpile and along the seams of overlapping plastic sheeting with sandbags or equivalent means. The stockpiles shall remain covered until load-out. • Daily inspections of the stockpiles shall be conducted to verify the integrity of the stockpile covers. Any gaps, tears, or other deficiencies shall be corrected immediately. Daily records shall be kept of stockpile inspections and any repairs made.
• If necessary, commercial vapor suppressants and sealants shall be prepared and applied to VOC-contaminated soil in accordance with the manufacturer’s recommendations.

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Packet Pg. 658 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 27 • During stockpile generation and removal, only the working face of the stockpile shall be uncovered.

Decontamination Methods and Procedures
Each piece of equipment used for the excavation of affected soils shall have a clean-out bucket or continuous edge across the cutting face of its bucket. No excavation of affected soil shall be permitted with equipment utilizing teeth across the cutting edge of its bucket.

Entry to the contaminated areas (i.e., work exclusion zones) shall be limited to avoid unnecessary exposure and related transfer of contaminants. In unavoidable circumstances, any equipment or truck(s) that come into direct contact with affected soil shall be decontaminated to prevent the onsite and offsite distribution of contaminated soil. The decontamination shall be conducted within a designated area by brushing off equipment surfaces onto plastic sheeting. Trucks shall be visually inspected before leaving the site, and any dirt adhering to the exterior surfaces shall be brushed off and collected on plastic sheeting. The storage bins or beds of the trucks shall be inspected to ensure the loads are properly covered and secured. Excavation equipment surfaces shall also be brushed off prior to removing the equipment from contaminated areas.

Movement of affected soils from the excavation area to temporary stockpiles shall be conducted using enclosed transfer trucks, if possible. If affected soils must be moved within an open receptacle (e.g., loader bucket), the travel path for the loader shall be scraped following this activity, with scraped soils placed in the temporary stockpile for load-out.

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Packet Pg. 659 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 28 Sampling equipment that comes into direct contact with potentially contaminated soil or water shall be decontaminated to assure the quality of samples collected and/or to avoid cross-contamination. Disposable sampling equipment intended for one-time use shall not be decontaminated, but shall be packaged for appropriate offsite disposal.

Decontamination shall occur prior to and after each designated use of a piece of sampling equipment, using the following procedures:
• Non-phosphate detergent and tap-water wash, using a brush if necessary. • Tap-water rinse.
• Initial deionized/distilled water rinse.
• Final deionized/distilled water rinse.

Truck Loading
Trucks may be loaded directly from the excavation or temporary stockpile based on truck availability and excavation logistics. Trucks shall be routed, and stockpile areas shall be located so as to avoid having trucks pass through impacted areas.

The truckloads shall be wetted and tarped prior to exiting the site. All soil hauled from the site shall comply with the following:
• Materials shall be transported to an approved treatment/disposal facility. • No excavated material shall extend above the sides or rear of the truck/trailer. • Trucks/trailers carrying affected soils shall be completely tarped/covered to prevent particulate emissions to the atmosphere. Prior to covering/tarping, the surface of the loaded soil shall be moistened.

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Packet Pg. 660 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 29 • The exterior of the trucks/trailers shall be cleaned off prior to leaving the site to eliminate tracking of material offsite.

Storm Water Management
The good housekeeping practices prescribed in the City’s Urban Runoff Mitigation Plan (SMMC Section 7.10.060) shall be implemented during soil excavation activities to contain and control storm water runoff that might convey contaminated or excessive sediments. If rainfall is expected, the areas around open excavations shall be graded and bermed to prevent storm water from flowing into the excavation. Any standing water that collects in the bottom of the excavations shall be removed and handled in accordance with Federal, State, and local regulations.

The water shall be sampled and analyzed either as standing water in the excavation or following containment in a temporary above-ground storage tank.

Depending on the volume of water and the sampling results, options for handling the standing water could include:
• Pumping the standing water into temporary above-ground storage tanks for reuse onsite for dust suppression.
• Pumping the standing water through filters and a carbon adsorption filter (if required based on analytical results) prior to discharge to a storm drain, subject to approval by the City of Santa Monica Water Resources Protection Programs Division.
• Pumping the standing water into vacuum trucks for transport and disposal at a recycling facility.

Transportation Plan

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Packet Pg. 661 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 30 All affected soils shall be transported offsite for lawful management and disposal.

Prior to load-out, the construction contractor shall prepare waste profiles for the receiving facility using analytical data from the previous environmental site assessment.
(g) The Final EIR determined that without mitigation the Project could result in significant adverse impacts with respect to noise (specifically, construction-related noise).

Consistent with Sections 15091 and 15092 of the State CEQA Guidelines and as analyzed in the Final EIR, the City Council finds that the following mitigation measures required for the Project will reduce the Project’s temporary, construction-related noise impacts to below levels of significance:

MM NOI-1: Construction Noise Management Plan. A Construction Noise Management Plan shall be prepared by the applicant and approved by the City.

The Plan would address noise and vibration impacts and outline measures that would be used to reduce impacts. Measures would include:
• To the extent that they exceed the applicable construction noise limits, excavation, foundation-laying, and conditioning activities shall be restricted to between the hours of 10:00 a.m. and 3:00 p.m., Monday through Friday, in accordance with Section 4.12.110(d) of the Santa Monica Municipal Code. • The Applicant’s construction contracts shall require implementation of the following construction best management practices (BMPs) by all construction contractors and subcontractors working in or around the project sites to reduce construction noise levels:
o The Applicant and its contractors and subcontractors shall ensure that

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Packet Pg. 662 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 31 construction equipment is properly muffled according to manufactures specifications or as required by the City’s Department of Building and Safety, whichever is the more stringent.
o The Applicant and its contractors and subcontractors shall place noisegenerating construction equipment and locate construction staging areas away from sensitive uses, where feasible, to the satisfaction of the Department of Building and Safety.
o The Applicant and its contractors and subcontractors shall implement noise attenuation measures which may include, but are not limited to, noise barriers or noise blankets to the satisfaction of the City’s Department of Building and Safety.
• The Applicant’s contracts with its construction contractors and subcontractors shall include the requirement that construction staging areas, construction worker parking and the operation of earthmoving equipment within the Project site, are located as far away from vibration- and noise-sensitive sites as possible. Contract provisions incorporating the above requirements shall be included as part of the Project’s construction documents, which shall be reviewed and approved by the City.

The Applicant shall require by contract specifications that heavily loaded trucks used during construction shall be routed away from residential streets to the extent possible. Contract specifications shall be included in the proposed Project’s construction documents, which shall be reviewed by the City prior to issuance of a grading permit.

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Packet Pg. 663 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 32 MM NOI-2: To reduce the potential for construction-related vibration effects to structures, prior to the issuance of a building permit, the Applicant shall perform an inventory of the structural condition of the onsite City-designated Landmarks at 1333 Ocean Avenue and 1337 Ocean Avenue as well as the offsite Citydesignated Landmark at 1323 Ocean Avenue. Based on a survey of the building’s structural condition, a vibration specialist will determine the appropriate Caltrans vibration structural damage potential criteria, and for each piece of equipment, assess a standoff distance from the building. The construction contractor(s) shall restrict the use of vibration-generating equipment, within the minimum applicable standoff distances to not exceed the building’s applicable structural damage criteria. If the vibration- generating construction equipment is required to be used within these minimum applicable distances, the construction contractor(s) shall implement one of the following measures:
a. Restrict the use of large bulldozers and other similarly large vibrationgenerating equipment, so that the vibration-generating portion of the equipment (i.e., the motor, engine, power plant, or similar) remains at the minimum standoff distances unless it can be demonstrated to the satisfaction of the City based on in-situ measurements (prior to initiation of full-scale construction activities) that vibration levels can be kept below the applicable structural damage potential criteria, as determined by the vibration specialist, through any combination of revised setbacks, alternative equipment and methods, alternative sequencing of activities, or other vibration-reducing techniques. b. Install and maintain at least one continuously operational automated vibrational

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Packet Pg. 664 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 33 monitor on the side of the building facing the construction activity and capable of being programmed with two predetermined vibratory velocities levels: a firstlevel alarm equivalent to 0.05 in/sec PPV less than the appropriate Caltrans vibration structural damage potential criteria and a regulatory alarm level equivalent to the Caltrans vibration structural damage potential criteria. The monitoring system must produce real-time specific alarms (via text message and/or email to onsite personnel) when velocities exceed either of the predetermined levels. In the event of a first-level alarm, feasible steps to reduce vibratory levels shall be undertaken, including but not limited to halting/staggering concurrent activities and utilizing lower-vibratory techniques.

In the event of an exceedance of the regulatory level, work in the vicinity of the affected building shall be halted and the building visually inspected for damage.

Results of the inspection must be logged. In the event damage occurs, such damage shall be repaired. For the offsite Gussie Moran House and onsite historic City-designated Landmarks at 1333 Ocean Avenue and 1337 Ocean Avenue, and the offsite City- designated Landmark at 1323 Ocean Avenue such repairs shall be conducted in consultation with a qualified preservation consultant and, if warranted, in a manner that meets the Secretary of the Interior’s Standards. For the offsite Gussie Moran House, the contractor may also locate the vibration monitors on or near the Project Site if access to the offsite Gussie Moran House is restricted, in which case the first level and regulatory alarm shall be adjusted to an equivalent level accounting for the vibration attenuation rate based on the distance to the offsite building. The

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Packet Pg. 665 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 34 Project Applicant shall use good faith efforts to secure the voluntary cooperation of the owner of the Gussie Moran House in allowing the Project Applicant to comply with the requirements of this mitigation measure. (h) The Final EIR determined that without mitigation the Project could result in significant adverse impacts related to emergency access during construction. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that the following mitigation measure that has been required for the Project will reduce the Project’s temporary impacts related to emergency access during construction to below levels of significance:

MM CE-1: The Applicant shall prepare, implement and maintain a Construction Impact Mitigation Plan (CIMP) for review and approval prior to issuance of a building permit to address manage traffic during construction and shall be designed to:
• Prevent traffic impacts on the surrounding street network • Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable
• Ensure safety for both those constructing the proposed Project and the surrounding community
• Prevent substantial truck traffic through residential neighborhoods • Provide for coordination with the Metro regarding the Metro layover zone on 2nd Street regarding traffic controls
• Provide for coordination with adjacent or nearby construction projects The CIMP shall be subject to review and approval by the following City

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Packet Pg. 666 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 35 departments: public Works, Fire, Community Development, and Police to ensure that the Plan has been designed in accordance with this mitigation measure and meets City standards. This review shall occur prior to issuance of grading or building permits. It shall, at a minimum, include the following:

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Packet Pg. 667 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 36 Works Department requirements.
• Trucks shall only travel on a City-approved construction route. Truck queuing/staging shall not be allowed on City streets. Queuing may occur on the construction site itself to the extent there is space available on the construction site.
• Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be onsite, with a minimum amount of materials within a work area in the public right-of-way, subject to a current Use of Public Property Permit.
• Any requests for work before or after normal construction hours within the public right-of-way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. • Provision of off-street parking for construction workers, which may include the use of a remote location with shuttle transport to the site, if determined necessary by the City.

Project Coordination Elements That Shall Be Implemented Prior to Commencement of Construction
• The Applicant shall advise the traveling public of impending construction activities (e.g., information signs, portable message signs, media listing/notification, and implementation of an approved CIMP). • The Applicant shall obtain a Use of Public Property Permit, Excavation Permit, Sewer Permit, or Oversize Load Permit, as well as any Caltrans permits

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Packet Pg. 668 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 37 required, for any construction work requiring encroachment into public rightsof-way, detours, or any other work within the public right-of-way. • The Applicant shall provide timely notification of construction schedules to all affected agencies (e.g., Big Blue Bus, Metro, Police Department, Fire Department, Public Works Department, and Community Development Department), and all owners and residential and commercial tenants of property within a radius of 500 feet.
• The Applicant shall coordinate construction work with affected agencies and Downtown Farmer’s Market operators in advance of start of work. Approvals may take up to 2 weeks per each submittal. Coordination with Metro regarding construction activities that may impact Metro bus lines (e.g., Metro layover zone) or result in closures lasting over 6 months shall be initiated at least 30 days in advance of construction activities.

The Applicant shall obtain Strategic and Transportation Planning Division approval of any haul routes for earth, concrete, or construction materials and equipment hauling.
(i) The Final EIR determined that without mitigation the Project could result in significant adverse impacts related to inadvertent discoveries of tribal cultural resources during construction. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that the following mitigation measure that has been required for the Project will reduce the Project’s impacts related to tribal cultural resources during construction to below levels of significance:

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Packet Pg. 669 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 38 MM TCR-1: Native American Construction Monitoring Prior to issuance of demolition permit, a Native American tribal monitor from the Gabrieleño Band of Mission Indians – Kizh Nation shall be retained by the Applicant. The appropriate Native American monitor shall be selected based on consultation under AB 52 and shall be identified on the most recent contact list provided by the Native American Heritage Commission. The Native American monitor shall be present during construction excavations such as clearing/grubbing, grading, trenching, or any other construction excavation activity associated with the project. The frequency of monitoring shall consider the rate of excavation and grading activities, proximity to known archaeological resources, the materials being excavated (e.g., younger alluvium versus older alluvium), and the depth of excavation, and if found, the abundance and type of prehistoric archaeological resources encountered. Fulltime field observation shall be reduced to part- time inspections or ceased entirely if determined appropriate by the Gabrieleño Band of Mission Indians – Kizh Nation. (j) The Final EIR determined that without mitigation, the Project could result in significant adverse impacts related to wastewater generation/construction of wastewater facilities. Consistent with CEQA Guidelines Section 15091 and 15092, and as analyzed in the Final EIR, the City Council finds that the following mitigation measure has been required for the Project that will reduce these to below levels of significance:

MM WW-1: Sewer Study and Monitoring. Prior to the issuance of the first building permit, the applicant shall submit a sewer study to the City's Water Resources Manager that shows that the City's sewer system can accommodate the entire development (i.e., would not result in d/D over 0.5). If the study does not show to

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Packet Pg. 670 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 39 the satisfaction of the City that the City's sewer system can accommodate the entire development, prior to issuance of the first building permit, the Developer shall be responsible to upgrade any downstream deficiencies on 2nd Street and Ocean Avenue (between Santa Monica Boulevard and Broadway) to the satisfaction of the Water Resources Manager.

Improvement plans shall be submitted to the Engineering Division. All reports and plans shall also be approved by the Water Resources Engineer. (k) The Final EIR determined that without mitigation, the Project could result in a considerable contribution to a cumulatively significant adverse impact related to wastewater utilities and infrastructure. Consistent with CEQA Guidelines Section 15091 and 15092, and as analyzed in the Final EIR, the City Council finds that the following applicable mitigation measure from the DCP EIR and Project-specific mitigation measures MM WW-1 (see above) have been required for the Project and will reduce these impacts to below levels of significance:

DCP MM U-1: Fair Share Contribution: If a City Sewer Master Plan is completed prior to the issuance of the last building permit for the project, the project applicant shall provide a fair share contribution (based the methodology set forth by the City’s Sewer Master Plan) to the City’s Capital Improvements Program or any Public Infrastructure Financing Program (PIFP) required to upgrade sewer service to the site (i.e., Ocean/ Main corridor). A security shall be provided or a payment agreement executed prior to issuance of the last building permit for the project.

SECTION 6. Consistent with Sections 15091, 15092, and 15093 of the State CEQA Guidelines, the City Council finds that significant adverse environmental effects

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Packet Pg. 671 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 40 related to off-site groundborne vibration during construction and operational traffic impacts cannot feasibly be avoided or mitigated to below a level of significance. Additionally, the Project would substantially contribute to cumulatively considerable operational traffic impacts. Nevertheless, these impacts are found to be acceptable due to overriding considerations as discussed in Section 9.
a. The Final EIR determined that without mitigation Project construction could result in significant adverse impacts related to groundborne vibration on the Gussie Moran House, a City-designated Landmark at 1323 Ocean Avenue, adjacent to the Project site. Consistent with Sections 15091 and 15092 of the State CEQA Guidelines, and as analyzed in the Final EIR, the City Council finds that the implementation of the MM NOI-2 mitigation measure (included in Section 5 above) would address impacts, but would not reduce impacts to less than significant levels. Notably, MM NOI-2 would require the voluntary acceptance of the implementation of this mitigation measure by offsite property owners. Although voluntary acceptance by offsite owners would reduce potentially significant groundborne vibration impacts to a less than significant level, the City does not have the jurisdiction or control to mandate implementation of this mitigation measure.

Therefore, this impact is conservatively concluded to be significant and unavoidable. In addition, due to these construction vibration impacts, construction effects are considered to be significant and unavoidable. Based on the above, construction vibration impacts would be significant and unavoidable. In addition, due to these construction vibration impacts, construction effects and cultural resources impacts are also considered significant and unavoidable.

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Packet Pg. 672 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 41 b. The Final EIR determined that the Project could result in trafficrelated impacts that would exceed significance thresholds at the following four intersections under Approval Year (2020) Plus Project conditions and six intersections under Future Year (2025) Plus Project conditions:

Approval Year (2020) Plus Project

1. Study Intersection No. 1: Palisades Beach Road & California Incline (weekend midday hour)

2. Study Intersection No. 2: Ocean Avenue & California Avenue (P.M. and weekend midday peak hours)

3. Study Intersection No. 11: 2
nd Street & Wilshire Boulevard
(P.M. and weekend midday peak hours)

4. Study Intersection No. 16: Main Street & Olympic Drive (A.M. and weekend midday peak hours)
Future Year (2025) Plus Project

1. Study Intersection No. 1: Palisades Beach Road & California Incline (A.M. peak hour)

2. Study Intersection No. 2: Ocean Avenue & California Avenue (all peak hours)

3. Study Intersection No. 12: 2
nd Street & Arizona Avenue
(weekend midday peak hours)

4. Study Intersection No. 13: 2
nd Street & Santa Monica
Boulevard (P.M. and weekend midday peak hours)

5. Study Intersection No. 16: Main Street & Olympic Drive

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Packet Pg. 673 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 42 (A.M. and weekend midday peak hours)

6. Study Intersection No. 19: 4
th Street & Santa Monica
Boulevard (all peak hours)
Mitigation measures for each of the significant impacts under the Approval Year (2020) and Future Year (2025) Plus Project traffic conditions were considered in the Transportation Study prepared for the proposed Project (see Appendix K of the Final EIR). The potentially significant impact at 2nd Street & Wilshire Boulevard could be mitigated to less than significant through the re-striping of travel lanes. However, as discussed in detail in the Transportation Study, restriping would require removal of onstreet parking and reconfiguration of the existing bicycle lane on 2nd Street. Similarly, none of the other impacts would be mitigated without potential secondary impacts to pedestrian safety goals and policies outlined in the Land Use and Circulation Element (LUCE) and Downtown Community Plan (DCP). Therefore, as described in the Final EIR, consistent with the City’s previously adopted Traffic Study Guidelines and the City’s adopted significance criteria at the time that the Notice of Preparation (NOP) was published, the City Council finds that traffic impacts would be significant and unavoidable. In addition, due to these traffic impacts, neighborhood impacts are also considered significant and unavoidable.

As detailed in the Final EIR, the CEQA Guidelines were updated to eliminate the consideration of automobile delay and level of service as potentially significant transportation impacts. Level of service was replaced with the vehicle miles traveled (VMT) metric pursuant to Senate Bill (SB) 743. CEQA Guidelines Sections 15064.3(c) states that it shall apply prospectively (i.e., only applicable to new projects after date of

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Packet Pg. 674 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 43 adoption) for all projects commencing CEQA review after July 1, 2020. The City Council adopted VMT screening criteria and thresholds on June 9, 2020. The Final EIR measures transportation impacts based on “level of service” methodology due to the EIR’s Notice of Preparation date of December 21, 2018 (prior to adoption of CEQA Guidelines Sections 15064.3(c)) and the Draft EIR’s publication date of May 18, 2020 (prior to the City’s adoption of VMT thresholds and the State’s July 1, 2020 deadline for adoption of such thresholds).

Although not required, a VMT analysis consistent with CEQA Guidelines Section 15064.3 requirements is provided in the Final EIR for informational purposes only. As explained in the Final EIR, following CEQA Section 15064.3, subdivision (b)(1) and OPR’s Technical Advisory, the Project could be presumed to have a less than significant transportation impact and no further VMT analysis would be required. However, the Final EIR includes a quantitative VMT analysis for informational purposes and concludes that the Project would be consistent with the overall intent of SB 743 to reduce VMT and greenhouse gases, the development of multi-modal transportation networks, and a diversity of land uses.

SECTION 7. The Final EIR analyzed 5 alternatives to the originally proposed Project.
• Alternative 1 – No Project Alternative: Pursuant CEQA Guidelines Section 15126.6(e)(2), the No Project Alternative analysis discusses the existing conditions at the time the NOP was published (December 21, 2018) and compares impacts of the No Project Alternative to the Project. Under the No Project Alternative, the existing one- to three-story commercial buildings with

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Packet Pg. 675 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 44 the associated surface parking lots would remain. The existing buildings would continue to operate with 19 residential units, 14,005 square feet (sf) of commercial office uses, 4,875 sf of medical office uses, 725 sf of medical spa, 1,175-sf of salon, 690 sf of storage, and 11,100 sf of restaurant uses with 1,290 sf of outdoor dining patios.
• Alternative 2 – DCP Tier II Mixed-Use Housing Projects Compliant with Ocean Transition (OT) and Bayside Conservation (BC) Districts: Alternative 2 assumes that the Project would not be developed and instead, the parcels within the Project site would be sold and independently developed by separate developers. Alternative 2 would develop three individual mixed-use housing projects with ground floor commercial uses and upper floor residential uses, consistent with the DCP’s Tier II development standards for the OT and BC Districts (DCP Section 9.10.060).
• Alternative 3 – Maximum 84-Foot Building Height (Reduced Floor Area Ratio [FAR] / Development): Alternative 3 would develop the Project’s land uses with a reduced height of 84 feet and a corresponding reduction in total floor area.

Similar to the Project, Alternative 3 would include a hotel, mixed-use buildings with ground floor commercial uses and upper floor residential uses, and a Cultural Use Campus that would incorporate the two relocated City-designated Landmarks. However, the height of the buildings, including the Hotel Building, would not exceed a maximum height of 84 feet resulting in a 2.36 FAR, a reduction in the number of hotel rooms to 65 rooms, and a reduction in the number residential units to 91 units.

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Packet Pg. 676 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 45 • Alternative 4 – Retention of Existing City-Designated Landmarks and 101 Santa Monica Boulevard: Retention of Existing City-Designated Landmarks and 101 Santa Monica Boulevard Alternative (Alternative 4) would develop a 50-foot-tall mixed-use commercial, residential, office, and museum project consistent with the height limits in the DCP for the BC and OT Districts. The existing City-designated Landmarks and the existing building at 101 Santa Monica Boulevard would be retained in place and three new mixed-use buildings would be constructed around the existing buildings. • Alternative 5 – Revised Circulation Alternative: Alternative 5 would involve development of a mixed-use hotel, residential, commercial, and Cultural Use Campus as generally described for the Project. However, this alternative would include a revised circulation plan. Under Alternative 5, an additional entrance to the Project site would be provided via a vehicle access ramp to the subterranean parking garage along Ocean Avenue.

The Final EIR found that the No Project Alternative would be environmentally superior to the Project on the basis of the minimization or avoidance of physical environmental impacts. However, the No Project Alternative would not contribute to City efforts to implement the goals and objectives of the DCP, provide additional visitor serving uses in the Coastal Zone, help meet regional housing demand, or meet the primary Project objectives. Alternative 2 would result in reduced duration of construction activities but daily impacts would be similar to those described for the Project, would result in increased operational impacts related to greenhouse gas emissions and transportation impacts, and would not meet majority of the Project objectives (including no overnight

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Packet Pg. 677 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 46 visitor serving accommodations, reduced publicly-accessible open space and no Cultural Uses Campus, resulting in a substantial reduction in community benefits compared with the Project). Alternative 4 would result in reduced duration of construction activities but daily impacts would be similar to those described for the Project, would result in increased operational impacts related to greenhouse gas emissions and transportation impacts, and would only partially achieve project objectives. Without a hotel, Alternative 4 would not meet objectives related to the provision of overnight visitor accommodations; with less residential units the objectives to help meet the current and future housing demand in the City, including demand for affordable housing, would not be achieved to the same extent under Alternative 4 as the proposed Project; iconic architectural and urban design would not be achieved; pedestrian orientation would be compromised with significant reduction in ground floor publicly accessible open space; and Alternative 4 may not be economically viable and would not provide as much fiscal and economic benefits to the City. Alternative 5 would result in significant impacts on historical resources, vibration construction, and transportation similar to the Project and would not meet project objectives to the same extent as the proposed Project. With the reduction of museum gallery space, Alternative 5 would not meet the objectives related to cultural institutions to the same extent as the proposed Project; the inclusion of a new driveway on Ocean Avenue would disrupt pedestrian flow and reduce publicly-accessible open space resulting in Alternative 5 being less consistent with Policy LU 4.6 from the LUCE and Policy D10.6 from the DCP, as compared to the proposed Project.

The State CEQA Guidelines require that if the environmentally superior alternative is the No Project alternative, that the EIR also identify an environmentally superior

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Packet Pg. 678 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 47 alternative among the other alternatives. Consistent with Sections 15091, 15092, 15093 and 15126.6(e)(2) of the State CEQA Guidelines, and as detailed in Final EIR Chapter

5.0, the City Council finds that, based on the other project alternatives, Alternative 3, the Maximum 84-Foot Building Height [Reduced FAR/Development] Alternative, is the environmentally superior alternative because impacts to transportation and temporary construction-related impacts to air quality and noise would be reduced to the greatest extent. Therefore, Alternative 3 is considered to be the environmentally superior alternative. However, Alternative 3 would not achieve project objectives and certain City land use goals and policies to the same extent as the Project. Importantly:
• Alternative 3 does not achieve Objective 1 (to implement the LUCE, DCP and Coastal Act for the Project Site) to the same extent as the Project.

Importantly, Alternative 3 does not achieve the LUCE and DCP goals of expanding housing in the Downtown or the City and Coastal Act goals and policies encouraging the development of housing and visitor-serving uses in the Downtown to the same extent as the Project in that Alternative 3 would result in almost 46% fewer hotel rooms than the Project and fewer housing units (both market rate and affordable) compared with the Project. Further, as compared to Alternative 3, the Project would more fully support the Project Site's Established Large Site designation in the DCP given the Site’s unique characteristics and potential to support growth within the City as accompanied by a range of community benefits. Alternative 3 would also result in fewer employment opportunities, less Transient Occupancy Tax (TOT) and fiscal benefits to the City, and community benefits, including significantly less deed12.A.j Packet Pg. 679 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 48 restricted affordable housing (15 units) as compared to the Project (25 units) and elimination of the Project's publicly-accessible observation deck. • Alternative 3 would not meet Objective 2 (to improve visitor serving uses) to the same extent as the Project because it has only 65 hotel rooms compared with the Project’s 120 rooms and the Project would not include a publiclyaccessible observation deck. • Alternative 3 would not meet Objective 4 (to enhance Downtown) to the same extent as the Project because it would not include a publicly-accessible rooftop observation deck, would have substantially less hotel rooms, and would have substantially less affordable apartments (15 compared with the Project's 25).
• Alternative 3 would not meet Objective 5 (to provide market rate and affordable housing units in a transit priority area) to the same extent as under the Project. Alternative 3 would reduce the number of residential units from 100 units in the Project to 91 units and affordable apartments from 25 units in the Project to 15 units.
• Alternative 3 would not meet Objective 12 (economic viability) and Objective 13 (fiscal and economic benefits to the City) to the same extent as the Project. Importantly, Alternative 3 would involve the reduction of hotel rooms and market-rate residences as compared to the Project. At the same time, Alternative 3 would include many of the same costs as the Project (e.g., costs associated with constructing underground parking and ground-level publiclyaccessible open space, rehabilitating the historic buildings) thereby reducing

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Packet Pg. 680 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 49 economic viability. Further, the reduction in hotel rooms, residential units and overall development would result in fewer economic and fiscal benefits to the City.
• Alternative 3 would not provide the same extent of community benefits as would the Project (Objective 14) since the publicly-accessible rooftop observation deck would be eliminated and less affordable housing would be developed.
• Due to substantial reduction in hotel guestrooms, Alternative 3 is less consistent with Coastal Act Section 30252, which calls for new development to "enhance public access to the coast" and Policy 201 of the Local Coastal Program Land Use Plan which provides that, “overnight visitor accommodations and related support facilities such as shops, restaurants and cultural uses that serve visitors and the local community alike shall be priority uses” along the east side of Ocean Avenue between Colorado Avenue and California Avenue, which includes the Project site.
• In addition, Alternative 3 is infeasible because it does not adequately implement or accommodate the City’s land use goals and policies. See Los Angeles Conservancy v. City of W. Hollywood, 18 Cal. App. 5th 1031, 1041, 226 Cal. Rptr. 3d 666, 674 (2017) (“In the context of project approval, a public agency may find that an alternative is infeasible if it determines, … that an alternative cannot meet project objectives or is impractical or undesirable from a policy standpoint.”) (internal quotation omitted). Importantly, Alternative 3 does not support to the same extent as the Project the LUCE and DCP

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Packet Pg. 681 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 50 goals of expanding housing in the Downtown or the City and Coastal Act goals encouraging the development of housing and visitor-serving uses in the Downtown (and specifically on the Project Site). Specifically, Alternative 3 would result in almost 46% fewer hotel rooms than the Project and fewer affordable housing units as compared to the Project. Alternative 3 would accordingly also result in fewer employment opportunities, less Transient Occupancy Tax (TOT) and fiscal benefits for the City, and fewer community benefits, including the elimination of the publicly-accessible rooftop observation deck. And Alternative 3 would not as fully support the Project site’s Established Large Site designation in the DCP given the site’s unique characteristics and potential to support growth within the City as accompanied by a range of community benefits. In addition, Alternative 3 would also not support the LUCE, DCP, and Coastal Act goals of prioritizing visitor-serving uses along the east-side of Ocean Avenue and encouraging the development of housing, including affordable housing, to the same extent of the Project. • Further, Alternative 3 would still result in significant adverse impacts in all of the same categories as the Project. The impacts where the FEIR identifies Alternative 3 as “environmentally superior” only result in reductions in impacts and does not eliminate the significant adverse and unavoidable impacts.

Additionally, based on the Economic and Fiscal Impact Analysis prepared by HR&A, the Project is anticipated to result in one-time construction-related total economic output of $258.3 million and 2,217 total construction jobs (2,211 construction jobs on-site) and operations-related economic impacts of approximately $72.8 million per year

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Packet Pg. 682 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 51 commencing the first year of stabilized operations ($59.8 million in additional annual economic output) and 768 total jobs (615 net new jobs). In terms of fiscal impact, commencing the first year of stabilized operations, HR&A estimates that the Project's net fiscal impact to the City's General Fund would be approximately $5.2 million per year ($3.4 million additional per year).

SECTION 8. The preceding Findings, although based primarily on conclusions in the Final EIR, have not attempted to describe the full analysis of each environmental impact contained in the Final EIR. Instead, the Findings incorporate by reference the discussions and analyses in the Final EIR and supporting reference documents supporting the Final EIR’s determinations regarding the nature and severity of the impacts and mitigation measures designed to address those impacts. In making these findings, the City Council ratifies, adopts, and incorporates into these findings the analysis and explanation in the Final EIR and ratifies, adopts, and incorporates in these findings the determinations and conclusions of the Final EIR.

SECTION 9. The Final EIR found that the Project would result in significant unavoidable adverse impacts in the areas of noise/construction vibration, construction effects, historic resources, neighborhood effects, and transportation. Consistent with Section 15093 of the State CEQA Guidelines, the City Council hereby makes a Statement of Overriding Considerations and finds that the benefits of the Project outweigh its unavoidable environmental impacts based on the reasons stated below. The benefits identified are each one, in and of themselves, sufficient to make a determination that the adverse environmental effects are acceptable.

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Packet Pg. 683 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 52 1. The Development Agreement, including all exhibits attached thereto, is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan. The LUCE and DCP are the City’s applicable general and specific plans. LUCE Goal D1 (Downtown Districts Goal and Policies) seeks to maintain Downtown’s competitive advantage as a premier local and regional shopping, dining, and entertainment destination, and support its evolution in order to respond to changing market conditions. LUCE Policy D1.4 recognizes the importance of hotels to the fiscal health of the City and encourages new hotels in the Downtown. LUCE Policy E6.1 is to support the growth of additional hotel facilities, as overnight visitors provide important economic and fiscal benefits in the form of retail/restaurant sales and Transient Occupancy Taxes (TOT) but do not significantly contribute to traffic congestion. LUCE Policy D7.1 is to encourage a broad mix of uses that create dynamic activity in both the daytime and evening hours including retail, hotels, office, high-density residential, entertainment and cultural uses in the Downtown. LUCE Policy D7.7 is to encourage residential units with a diversity of types, forms, sizes, tenure, and affordability for all income levels. LUCE Policies HP1.5 and HP3.4 identify historic preservation as a community benefit, encourage the adaptive reuse of historic resources, and support flexible zoning policies and modifications to development standards to accommodate the rehabilitation and restoration of historic resources. LUCE Policy LU15.5 is to encourage and prioritize easy pedestrian and bicycle oriented connections above all other modes and to

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Packet Pg. 684 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 53 discourage north-south alley access to Santa Monica Boulevard. DCP Goal LU1 states that the Downtown Community Plan area is a high quality, mixeduse district offering opportunities for housing for people across the income spectrum, jobs, arts and culture, local-serving retail and community/visitor gathering places. DCP Goals LU1 and LU3 include ensuring that the Downtown continues to function as the economic center for the City by providing a diverse and flexible mix of uses to meet future resident, business and visitor demand and offering opportunities for housing, jobs and local-serving retail and community/visitor gathering places. DCP Goal LU1 and Policy LU1.2 support new hotel, housing and ground floor retail/restaurant uses. DCP Policy LU7.5 encourages the rehabilitation of historic resources. DCP Goal LU4 and Policy LU4.2 include expanding affordable housing opportunities in the Downtown, including for families. The Project is consistent with these LUCE and DCP policies because the mixed-use hotel and residential project would create high quality new residential apartments (including deed-restricted affordable, rentcontrolled and market-rate housing), lodging, retail, and dining; include a Cultural Uses Campus that incorporates two City-designated landmarks; create new publicly-accessible open space with a rooftop observation/viewing deck that would be open to the public. Consistent with DCP Goal D7 and DCP Policy D7.1 that seek to create a balanced mix of uses in the Downtown that reinforces its role as the greatest concentration of activity in the City, the Project proposes a variety of uses that support this policy, including new lodging, cultural uses, retail, restaurants, and market-rate, deed-restricted affordable, and rent12.A.j Packet Pg. 685 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 54 controlled housing. More specifically, the Project proposes a new 120 room hotel and 100 residential apartments with a diverse range of affordable housing unit types within the Downtown, consistent with DCP Policy D7.7. The implementation of a Transportation Demand Management (TDM) Program to reduce vehicle trips in the area and associated parking demand is consistent with LUCE Circulation Policy T19.2 which seeks appropriate TDM requirements for new development. Furthermore, the Project is consistent with the LUCE’s overall land use policies by providing community benefits for the area, including but not limited to, affordable housing, mobility, sustainable features, open space, historic preservation, and expanding economic equity and opportunity initiatives in the City. Moreover, the Project is consistent with the policies applicable to the site as set forth in the both the Draft LUP, which has been approved by the City (but not certified by the California Coastal Commission), and, the 1992 LUP, as amended by the 1992 LUP Amendment.

2. The Development Agreement, including all exhibits attached thereto, is compatible with the uses authorized in the district in which the real property is located in that the subject property is located in the Downtown District that allows multi-family residential uses and a wide range of commercial uses, including lodging, restaurant/retail, and cultural facilities. The Development Agreement is consistent with LUCE Goal D7 and Policy D7.1, and DCP Goal LU1.2 which all seek to create a balanced mix of uses in the Downtown, including retail, hotels, office, high-density residential, entertainment and cultural uses, that reinforces the area’s role as having the greatest

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Packet Pg. 686 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 55 concentration of activity in the City. DCP Policy LU1.2 supports accommodating the development of uses that support a 17 hours a day/7 days a week environment that meets the needs of businesses and residents; such uses include retail goods and services, food stores, restaurants and cafés, hotels, entertainment and comparable uses. DCP Goal LU1 and Policy LU1.2 support new hotel, housing, cultural uses and retail/restaurant uses. The Project proposes full-service lodging, retail and restaurant uses, and a rooftop observation/viewing deck that would be open to the public. The Project also proposes cultural uses within a Cultural Uses Campus that includes two Citydesignated landmarks. Further, the Project proposes 100 residential apartments including replacement rent-control apartments, market rate and deed-restricted affordable apartments within the Downtown for a variety of family sizes and income levels, consistent with LUCE Policy D7.7.

3. The Development Agreement, including all exhibits attached thereto, is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that it allows for the redevelopment of an existing, underutilized property that would benefit from reinvestment to increase employment, increase transient occupancy taxes paid to the City, add cultural uses in the Downtown, and create a mixed-use hotel and residential project that is consistent with the LUCE and DCP vision for the area. The Project would remove existing surface parking lots, rehabilitate, reposition and adaptively reuse City-designated landmarks as featured aspects of the Cultural Uses Campus, replace existing rent-controlled apartments and add new apartments,

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Packet Pg. 687 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 56 and provide new lodging. Moreover, the Project will provide additional community benefits including affordable housing, publicly-accessible open space, including a publicly-accessible observation deck at the top of the hotel building, and monetary contributions that would support mobility, affordable housing, parks and recreation, and early childhood initiatives. Further, the Project is consistent with the City’s sustainability goals by committing to LEED® Platinum certification, dual plumbing and use of recycled water, 100% Green Power, implementation of a TDM Program, inclusion of an on-site system for rainwater capture and reuse, and EV vehicle charging infrastructure.

4. The Development Agreement, including all exhibits attached thereto, will not be detrimental to the health, safety and general welfare, in that the Development Agreement would allow for the redevelopment of the Property in a manner that is consistent with the LUCE and DCP vision for the area. The Project will be located in an urbanized area, is consistent with other similar improvements in the area, and does not have the potential to disrupt the urban environment or cause health or safety problems. The mixed-use project provides a new hotel and residential apartments, including market-rate, deedrestricted affordable and rent-controlled units. The Project will feature restaurants and retail, a variety of publicly-accessible open spaces on the property, including a rooftop observation/viewing deck that would be open to the public, and a Cultural Uses Campus. The Project also eliminates curb cuts along Santa Monica Boulevard and Ocean Avenue to enhance the pedestrian experience. Further, the Project includes a range of additional community

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Packet Pg. 688 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 57 benefits including monetary contributions that would support the City’s affordable housing fund, mobility/transportation, parks and open space, and community economic equity/opportunity initiatives. The Project also incorporates a wide range of sustainable design features and commitments into its design and operations. These include LEED® Platinum certification, dual plumbing and use of recycled water, 100% Green Power, implementation of a TDM Program, inclusion of an on-site system for rainwater capture and reuse, and EV vehicle charging infrastructure.

5. The Development Agreement, including all exhibits attached thereto, will not adversely affect the orderly development of the property, in that the Development Agreement is contingent upon the review and approval of a specific site plan consistent with recognized urban design principles that reflect the goals and policies of the City of Santa Monica which were established through a long-range planning process and are reflected in the LUCE and DCP.

Further, the Development Agreement includes conditions of approvals and mitigation measures to ensure orderly development of the property including that the Project will be subject to a construction management plan that will be reviewed and approved prior issuance of a building permit for the Project.

6. It is estimated that the Development Agreement’s net fiscal impact to the City’s General Fund will be approximately $3.44 Million per year. The estimated net fiscal impact associated with the hotel will primarily be a result of the hotel generating substantial Transient Occupancy Tax for the City, commercial uses generating City business license taxes and sales and use tax, and property tax.

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Packet Pg. 689 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 58 The Project would also provide an estimated total of $6 Million in monetary contributions that would support the City’s affordable housing development fund, mobility/transportation projects, parks and recreation, early childhood initiatives, and community economic equity/opportunity initiatives.

In addition to the aforementioned economic benefits provided by the Project to the City and achieving the 14 project objectives described in Section 2.4 of the Final EIR, the Project would provide the following significant project features and community benefits required by Sections 2.7 and 2.8 of the Development Agreement, which are incorporated herein by reference:
• Affordable Housing Units. In accordance with the terms of the Development Agreement, the Project will include (a) twenty-five (25) deed restricted rental housing units (“Affordable Housing Units”) with four (4) of the units for 30% Income Households, four (4) of the units for 50% Income Households, six (6) of the units for 80% Income Households and eleven (11) of the units for Moderate Income.
• Price-Controlled Housing Units. In accordance with the terms of the Development Agreement, the Project will include eleven (11) units which are subject to Santa Monica Rent Control Law (referred to in the Development Agreement as "Price-Restricted Replacement Units").
• Historic Preservation – Queen Anne Landmark and Spanish Colonial Revival Landmark.
o The relocation and rehabilitation work as to the two City-designated buildings, Queen Anne Landmark and Spanish Colonial Revival

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Packet Pg. 690 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 59 Landmark, will ensure that they retain their significance as historic resources while being incorporated into the Project’s Cultural Uses Campus for public access and enjoyment.
o After completion of their relocation, the Spanish Colonial Revival and Queen Anne Landmarks will remain on Ocean Avenue as a featured reminder of the City’s early 20th Century streetscape but incorporated into a contemporary project that brings many benefits to the City. o Consistent with the FEIR’s Historic Resources Technical Report, the process for moving and protecting the Queen Anne Landmark and Spanish Colonial Revival Landmark throughout Project construction shall comply with professional standards and guidelines identified in the National Park Service’s publication entitled, Moving Historic Buildings (1979) and shall be performed in accordance with an approved Preservation Protection Plan, including vibration monitoring. o The Queen Anne Landmark shall be rehabilitated and restored after relocation under the supervision and guidance of a qualified historic preservation professional. The Queen Anne’s rehabilitation will restore the corner tower to its original massing and height with its widow’s walk, restore the second floor porch on the west elevation to its full length, restore the front gable ornamentation, restore the brick chimney above the roof plane to its original height, and replace the current contemporary asphalt shingle roof with flame-retardant wood shingles. Such restoration and reconstruction of these character-defining features shall benefit from

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Packet Pg. 691 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 60 and be based on extensive research and fortuitous discovery of historic photograph documentation together with corresponding physical evidence, all of which shall be presented to the Landmarks Commission as part of the Certificate of Appropriateness process. Various incompatible additions shall be removed, including the unenclosed catwalk and staircase connecting Queen Anne Landmark and the 1333 Ocean Avenue Rear Structure. The interior of the Queen Anne Landmark is not a part of the Landmark designation and will be modified for adaptive use as an integral part of the Cultural Uses Campus, subject to review and approval by the Landmarks Commission (or City Council on appeal) through the Certificate of Appropriateness process. A contemporary yet complementary two-story addition shall be reviewed by the Landmarks Commission and constructed at the building’s north and east elevations using a hyphen element for the connection between the Queen Anne Landmark and the contemporary new building.
o The Spanish Colonial Revival Landmark shall be rehabilitated and restored after relocation under the supervision and guidance of a qualified historic preservation professional. Subject to a Certificate of Appropriateness, the Spanish Colonial Revival’s rehabilitation will restore the cast stone Churrigueresque-inspired decorative surround with flanking spiral engaged columns at the west elevation entrance to the building and reconstruct the decorative sconces. The vision is for the building’s west elevation to be restored to its period of significance as determined by the

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Packet Pg. 692 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 61 Landmarks Commission. Subject to a Certificate of Appropriateness, various existing incompatible additions shall be removed, including the rear addition and the 1337 Ocean Avenue Rear Structure, and a two-story addition shall be constructed in this location using a hyphen element for the connection between the Spanish Colonial Revival Landmark and the contemporary new construction.
o All rehabilitation and restoration work shall be subject to a certificate of appropriateness process, shall conform with the Secretary of the Interior’s Standards for the Treatment of Historic Properties and shall be guided by a qualified historic preservation professional with at least seven (7) years of relevant experience who meets the Secretary of the Interior’s Professional Qualification Standards for History, Architectural History, and/or Architecture pursuant to 36 C.F.R. Part 61, App. A. o To assist the general public in understanding the historic, cultural and architectural significance of the Queen Anne and Spanish Colonial Revival Landmarks, an interpretive educational program consisting of signage, displays and/or plaques shall be installed onsite after approval of the Landmarks Commission, with public input.
• Cultural Uses Campus.
o Construction and operation of the Cultural Uses Campus in accordance with the terms of the Development Agreement including minimum size for the Cultural Uses Campus, minimum days and hours per week the Cultural Uses Campus is open to the public, commitment to show pieces

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Packet Pg. 693 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 62 from the archives of Frank O. Gehry at one or more permanent or rotating exhibit(s) at the Cultural Uses Campus for a minimum number of years, reduce entry/admissions fee for Santa Monica residents and youth, monthly "free day for Santa Monica residents, and commitments for field trip opportunities for public elementary, middle and high schools in Santa Monica, Santa Monica College and non-profit organization in Santa Monica that provides after school programming for underrepresented youth.
o Programming is required to be provided in the Cultural Uses Campus including high quality and diverse opportunities for education and engagement with the community and promotion of youth education and creating opportunities for higher education students for research and education.
• Publicly-Accessible Open Space.
o The Project includes approximately 16,800 square feet of publiclyaccessible open space -- 12,000 square feet at the ground level and 4,800 square feet on a publicly-accessible rooftop observation deck. o Regulations pertaining to the publicly-accessible open space (e.g. hours, maintenance, a security plan, etc.) are set forth in the Development Agreement.
• Sustainable Design and Features.

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Packet Pg. 694 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 63 o The Project will further the LUCE and DCP's sustainability goal of increasing the number of buildings constructed to LEED standards by obtaining a minimum of LEEDv4 Platinum certification.
o The Project will reduce potable water use by, among other things, (i) paying to extend the non-potable water distribution main across Ocean Avenue and connecting it to the Project and dual-plumbing in the Project to allow for use of non-potable water for on-site landscaping and all other County-approved uses, (ii) including drought tolerant landscaping (iii) achieving Water Neutrality in accordance with SMMC Section 7.16.050, and (iv) storing and reusing rainwater in accordance with SMMC Section

7.10.090(d).
o The Project will reduce energy use by at least 15% than that required by the 2019 California Energy Code, which supports LUCE and DCP policies, programs and objectives that address sustainability, including energy conservation. Notably, the Project will install photovoltaic panels and all swimming pools in the Project will be heated using solar energy or electric heat pumps.
o The Project will utilize 100% Green Power tier (which is sourced entirely from wind, solar and geothermal sources) from the Clean Power Alliance at all times such tier is offered as a service option by the electric utility provider.

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Packet Pg. 695 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 64 o The Project will include electric vehicle chargers for use by residents, guests and employees and additional infrastructure to accommodate potential for increased demand in the future.
o The Project will provide more than 200 bicycle parking spaces for guests, employees, customers and residents.
o The Development Agreement requires a Transportation Demand Management (TDM) plan, which includes, but is not limited to, physical and programmatic elements such as transportation allowances for employees choosing to commute using non-single occupancy vehicle modes; transportation allowances for residents choosing not to own a ca and commute using non-single occupancy vehicle modes; a transportation coordinator; and incentives for both employees and customers to use nonsingle occupancy vehicle modes. • Enhanced Impact Fees and Monetary Contributions. The Project provides over $6 Million in impact fees and monetary contributions for Affordable Housing, Early Childhood Initiatives, Transportation and Pedestrian Improvements, Economic Equity and Economic Recovery, School Facilities, and Parks and Recreation.
• Local Hiring Program for construction and permanent employment. The Development Agreement includes local hiring provisions for both construction and permanent employment, with a priority for residents of the Pico neighborhood and low-income residents. In addition, the Development Agreement requires equal opportunity subcontracting.

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Packet Pg. 696 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement 65 • Internship Program. The Development Agreement requires that the hotel provide at least two internships within the Hotel Uses during each school year to students who attend a high school in Santa Monica or Santa Monica College with a priority for residents in the 90404 zip code (i.e., the Pico Neighborhood).

SECTION 10. Consistent with CEQA Section 21081.6, the City Council adopts the Mitigation Monitoring and Reporting Program, which is included as Chapter 11 of the Final EIR, to mitigate or avoid significant effects of the Project on the environment, as detailed in Sections 5 and 6 of this resolution, and to ensure compliance during Project implementation.

SECTION 11. Consistent with Section 21081.6(a)(2) of CEQA, the documents which constitute the record of proceedings for approving this Project are located in the Community Development Department, 1685 Main Street, City Hall East, Santa Monica, California. The custodian of these documents is Rachel Kwok, Environmental Planner.

SECTION 12. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:
________________________

DOUGLAS SLOAN
City Attorney

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Packet Pg. 697 Attachment: Attachment G Resolution Adopt SOC and MMRP 7-14-2022 [Revision 1] (4857 : Ocean Avenue Project Development Agreement Attachment H
General Plan Analysis for the Ocean Avenue Project
2010 Land Use and Circulation Element Consistency
Vision, Mix of Uses, Development Intensity
The Ocean Avenue Project site is located in the 2010 LUCE’s Downtown District and has a Downtown Core General Plan Land Use Designation. Policies in this District are geared primarily toward reinforcing the Downtown as the focus of the City, encouraging a broad mix of uses and new investment in the District that creates dynamic daytime and evening activity, and reinforces the Downtown as the place with the greatest concentration of activity in the City.

As outlined in the LUCE, this broad mix of uses in the Downtown includes retail, hotels, office, high-density residential, and entertainment and cultural uses (Goal D.7, Policy D.7.1). With respect to Downtown residential development, units with a diversity of types, forms, sizes, tenure, and affordability for all income levels are encouraged (Policy D7.7). Policy D1.4 also states that new and expanded hotels and other visitor-serving uses are also to be encouraged.

General LUCE discussion about the Downtown District recognizes that the Downtown is considered a true urban place where streets are important pedestrian activity spaces, buildings are generally the tallest in the City, and the intensity of development is higher than in the rest of the City (page 1.3.8).

The LUCE’s Downtown District also specifically identifies the subject property as one of seven sites in the Downtown District to focus new investment given its accessibility to transit and ability to accommodate mixed-use development, contribute to the pedestrian-oriented environment, and support substantial community benefits; (Goal D1.5).

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Packet Pg. 698 Attachment: Attachment H General Plan Consistency Analysis Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement DCP Goal LU1 supports the Downtown Community Plan area as a high quality, mixeduse district offering opportunities for housing for people across the income spectrum, jobs, arts and culture, local-serving retail and community/visitor gathering places.

The proposed project is consistent with these LUCE and DCP goals and policies based on the project’s mix of uses comprised of a new full-service hotel, provision of 64 market-rate housing units, 25 deed-restricted affordable housing units, and 11 rentcontrolled housing units, retail and dining, and a full range of community benefits. These community benefits include the commitment to construct and operate a Cultural Uses Campus open to the public; protection of two designated historic Landmark Buildings; provision of publicly-accessible open space; and a development plan that includes buildings with a range of building heights from 53’ to a maximum height of 130’ while still providing substantial ground level open space on the parcel.

Urban Form and Design
With respect to urban form and design in the Downtown District, the LUCE provides guidance addressing neighborhood compatibility, pedestrian-oriented design, historic preservation, and improving connections to the open spaces just west of the District.

Specifically, Policy D10.2 highlights the need for new development along the east side of Ocean Avenue to provide landscaping and open space to create a visual connection to Palisades Park.

The importance of further enhancing the Downtown’s pedestrian-oriented environment is stated in LUCE Policy D8.1 which seeks to create a lively streetscape with places for people to socialize, small, landscaped gathering spaces and plazas. LUCE Policy D8.3, calls for designing buildings with a variety of heights, architectural elements, and shapes to create visual interest along the street, and LUCE Policy D8.7 encourages mixed-use development to have active ground floor uses that face the boulevard with residential or office uses located on the upper floors.

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Packet Pg. 699 Attachment: Attachment H General Plan Consistency Analysis Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement Finally, given the Downtown’s significant role in the City’s history and the array of buildings that exemplify this history, LUCE Policy D7.5 supports exploration of options for the adaptive reuse or retention of historic resources and requires new buildings constructed in proximity to existing historic resources to respect the context and character-defining features of the historic resource.

The project’s urban design and building massing strategy are consistent with these LUCE goals and policies. Through continued study, the project has been comprehensively modified to more clearly address the project’s relationship to each its neighborhood context, and comply with the 2017 DCP development parameters that were established addressing requirements for pedestrian orientation, open space, and context appropriate scale.

Transportation and Circulation
There are a number of LUCE and DCP circulation goals and policies that are relevant to the Ocean Avenue Project proposal. These goals and policies support the integration of land use and transportation by addressing vehicle trip reduction, parking availability, and multi-modal network improvements within transit-oriented districts such as Downtown.
 Encourage major employers to provide covered and secure bicycle parking and shower and locker facilities for their bicycle commuters, or to assist in funding bicycle transit centers in nearby locations in order to help create a complete network of high-quality bicycle facilities in the City (Goal T9 and Policy T10.2).  Provide adequate parking in residential and commercial neighborhoods by creating new parking only as necessary based on demand studies, sharing and better managing existing parking resources (Goal T22, Goal T23).  Create an integrated transportation and land use program that seeks to limit total peak period vehicle trips with a Santa Monica origin or destination to 2009 levels by imposing appropriate TDM program requirements; implementing land use policies that focus development potential in locations best served by transit; and requiring community benefits incentives so that new development will contribute toward improving surrounding neighborhoods (Goal T19, Policies T19.1 and T19.6).

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Packet Pg. 700 Attachment: Attachment H General Plan Consistency Analysis Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement  Leverage the economic, environmental and social value of the Expo Line terminus by providing additional mixed-use development opportunities on nearby sites; also provide affordable housing, local employment, and robust community benefits emphasizing a walkable district through design and the application of extensive TDM measures (DCP Policy LU5.1).

Sustainability and Climate Change, Housing, and Community Enrichment There are a series of LUCE and DCP goals and policies addressing sustainability and climate change, housing, and community enrichment that would provide guidance for the proposed project. In summary, these LUCE policies emphasize integration of land use and transportation by focusing development near transit and creating complete neighborhoods; support construction of affordable and workforce housing; and development of programs and amenities that support community culture, art, and recreation:
 Implement the Vehicle Miles Traveled (VMT) reduction policies of the LUCE that focus new growth in mixed-use, transit-oriented districts; focus new growth along existing corridors and nodes; support the creation of walkable neighborhoods; and support a wide range of pedestrian, bicycle, and transit improvements in the City (Sustainability and Climate Change Policy S2.1)
 Improve the environmental performance of buildings with respect to energy, water, and other sustainability standards (Sustainability and Climate Change Goal S5).
 Set project standards requiring designers and developers to consider and integrate sustainable practices on site, infrastructure and building design beginning early in the design process, and throughout the project’s life cycle (DCP LU5.3).
 Require compliance with the Affordable Housing Production Program and seek additional opportunities to increase the percentage of affordable housing as a component of for-sale and mixed-use housing projects (Housing Policy H1.2).  Incentivize additional affordable housing and workforce housing as a community benefit along the boulevards and in the districts (Housing Policy H1.7 and H2.2).  Expand the amount, quality, diversity, and interconnectivity of parks, open space, and recreational facilities throughout the City, in particular, outdoor gathering places such as paseos, plazas, and outdoor dining areas in activity centers, along boulevards, and near new transit stations (Community Enrichment Goal CE1 and Policy CE1.1)

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Packet Pg. 701 Attachment: Attachment H General Plan Consistency Analysis Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement The proposed project has incorporated a wide range of sustainable design features and commitments into its design and operations. These include energy and water usage reductions, implementation of a TDM Program, inclusion of an on-site system for rainwater and greywater capture and use of recycled water for project landscaping, and EV vehicle charging infrastructure. The project will also provide 25 deed-restricted affordable housing units, as well as publicly-accessible open space area on the parcel.

All of project components are consistent with LUCE and DCP goals and policies as outline above.

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Packet Pg. 702 Attachment: Attachment H General Plan Consistency Analysis Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement Attachment I
Recommended Findings for Approval of the Ocean Avenue Project Development Agreement Findings

1. The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan. The 2010 Land Use and Circulation Element (LUCE) and 2017 Downtown Community Plan (DCP) are the City’s applicable general and specific plans. The Ocean Avenue Project site is located in the 2010 LUCE’s Downtown District and has a Downtown Core General Plan Land Use Designation. Policies in this District are geared primarily toward reinforcing the Downtown as the focus of the City, encouraging a broad mix of uses and new investment in the District that creates dynamic daytime and evening activity, and reinforces the Downtown as the place with the greatest concentration of activity in the City. As outlined in the LUCE, this broad mix of uses in the Downtown includes retail, hotels, office, high-density residential, and entertainment and cultural uses (Goal D.7, Policy D.7.1). With respect to Downtown residential development, units with a diversity of types, forms, sizes, tenure, and affordability for all income levels are encouraged (Policy D7.7). Policy D1.4 also states that new and expanded hotels and other visitor-serving uses are also to be encouraged. General LUCE discussion about the Downtown District recognizes that the Downtown is considered a true urban place where streets are important pedestrian activity spaces, buildings are generally the tallest in the City, and the intensity of development is higher than in the rest of the City (page 1.3.8). The LUCE’s Downtown District also specifically identifies the subject property as one of seven sites in the Downtown District to focus new investment given its accessibility to transit and ability to accommodate mixed-use development, contribute to the pedestrian-oriented environment, and support substantial community benefits; (Goal D1.5). DCP Goal LU1 supports the Downtown Community Plan area as a high quality, mixed-use district offering opportunities for housing for people across the income spectrum, jobs, arts and culture, local-serving retail and community/visitor gathering places. The proposed project is consistent with these LUCE and DCP goals and policies based on the project’s mix of uses comprised of a new full-service hotel, provision of 64 marketrate housing units, 25 deed-restricted affordable housing units, and 11 rentcontrolled housing units, retail and dining, and a full range of community benefits.

These community benefits include the commitment to construct and operate a Cultural Uses Campus open to the public; protection of two designated historic Landmark Buildings; provision of publicly-accessible open space; and a development plan that includes buildings with a range of building heights from 53’ to a maximum height of 130’ while still providing substantial ground level open space on the parcel.

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Packet Pg. 703 Attachment: Attachment I Recommended Findings for Approval Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement

2. The proposed Development Agreement is compatible with the uses authorized in the district in which the real property is located, in that the subject property is located in the Downtown District that allows multi-family residential uses and a wide range of commercial and community-serving uses. The proposed Development Agreement is consistent with LUCE Goal D7, Policy D7.1, and DCP Goal LU1.2 which all seek to create a balanced mix of uses in the Downtown that reinforces the area’s role as having the greatest concentration of activity in the City. DCP Policy LU1.2 supports accommodating the development of uses that support a 17 hours a day/7 days a week environment that meets the needs of businesses and residents; such uses include retail goods and services, food stores, restaurants and cafés, hotels, health clubs, entertainment and comparable uses. The project proposes a full-service hotel, other commercial retail and restaurant uses as part of the project, and a Cultural Uses Campus that will provide opportunities for residents and visitors alike to experience a world-class cultural use venue. Further, the project proposes 100 residential units, of which 25 units will be deed-restricted affordable housing units for households of varying income levels within the Downtown, consistent with LUCE Policy D7.7

3. The proposed Development Agreement is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that it allows for the redevelopment of an underutilized property that would benefit from reinvestment to increase employment, create new transit occupancy taxes paid to the City, and to create a mixed-use project consisting of a full-service hotel, new housing units in the Downtown, and a new Cultural Uses Campus available to the public that is consistent with the 2010 Land and Use Circulation Element’s vision for the area. The proposed project would also preserve and adaptively reuse two designated City Landmark Buildings as part of the Cultural Uses Campus.

Moreover, the project will provide community benefits including affordable housing, publicly-accessible open space on the parcel, and provide monetary fees that would support mobility, construction of affordable housing, parks and recreation, early childhood initiatives, and recycled water infrastructure expansion in the City.

Further, the project seeks to be consistent with the City’s sustainability goals by committing to LEED® Platinum certification with a project designed to achieve 15% less energy than required by California Energy Code, using recycled, non-potable water sources for landscape irrigation and other County-approved uses.

4. The proposed Development Agreement will not be detrimental to the health, safety and general welfare, in that the Development Agreement would allow for the redevelopment of an existing, underutilized property that is consistent with the 2010 LUCE and 2017 DCP vision for the area. The proposed project will be located in an urbanized area and is consistent with other similar improvements in the area and does not have the potential to disrupt the urban environment or cause health or safety problems. The proposed project provides 100 new residential units, of which 25 units will be deed-restricted affordable units. The project will feature commercial uses on the ground floor, a variety open spaces on the property, including an approximately 5,000 SF publicly-accessible rooftop viewing deck. The

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Packet Pg. 704 Attachment: Attachment I Recommended Findings for Approval Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement project will also provide community benefits including the aforementioned deedrestricted affordable housing as well as payment of fees that would support the City’s affordable housing development fund, mobility/transportation, early childhood initiatives, recreation and parks, and community economic equity/opportunity initiatives.

5. The proposed Development Agreement will not adversely affect the orderly development of the property, in that the Development Agreement is contingent upon the review and approval of a specific site plan consistent with recognized urban design principles that reflect the goals and policies of the City of Santa Monica which were established through a long range planning process and are reflected in the 2010 Land Use and Circulation Element of the City’s General Plan and the 2017 Downtown Community Plan. Further, the project will be subject to a construction mitigation plan that will be reviewed and approved prior issuance of a building permit for the project.

6. It is estimated that the proposed Development Agreement’s net fiscal impact to the City’s General Fund is estimated at $6.2M ($3.44M net new) during the first year of stabilized operations. This net fiscal impact associated with the project would be a result of the project generating substantial new Transit Occupancy Tax for the City and commercial uses would generate City business license taxes and sales tax. The project would also provide an estimated total of $6,065,000 in monetary contributions that would support the City’s affordable housing development fund, mobility/transportation projects, early childhood initiatives, parks and recreation, and community economic equity/opportunity initiatives.

Local Coastal Program Land Use Plan Text Amendment Findings

1. The proposed amendment is consistent in principle with the goals, objectives, policies, land uses, and programs specified in the adopted 2010 Land Use and Circulation Element, 2017 Downtown Community Plan, the City Council-adopted 2018 Local Coastal Program Land Use Plan that has not been yet been certified by the California Coastal Commission (Draft LUP), with the 1992 Partially-Certified Local Coastal Program Land Use Plan (1992 LUP). Specifically, the proposed mixed-use hotel project includes lodging, retail, dining, and other commercial uses, along with market-rate and deed-restricted affordable residential units in a manner that protects water quality and does not adversely impact public access to the shoreline and along the coast and provides visitor-serving using on the east side of Ocean Avenue as outlined by the LUP. The 1992 LUP Amendment is consistent in principle with the goals, objectives, policies, land uses, and programs specified in the adopted LUCE, DCP, 1992 LUP, and Draft LUP. Specifically, per New Development Policy 64, the subject property is located on the east side of Ocean Avenue in subarea 3b and shall accommodate new visitor-serving uses including hotels, restaurants, commercial recreational uses, and visitor serving retail uses.

Residential uses are permitted on upper floors. Further, the proposed project includes a range of community benefits and incorporates a wide range of

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Packet Pg. 705 Attachment: Attachment I Recommended Findings for Approval Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement sustainable design features and commitments into its design and operations.

These include dual plumbing and use of recycled water, 100% Green Power, implementation of a TDM Program, inclusion of an on-site system for rainwater capture and reuse, and EV vehicle charging infrastructure. The project will provide new deed-restricted affordable housing units, replacement rent-controlled housing units and new market-rate residential units in order to provide more housing opportunities in non-sensitive Coastal Zone areas. The proposed project would redevelop underutilized buildings and surface parking lots and provide a hotel with up to 120 hotel rooms. This project therefore provides new lodging opportunities and new subterranean parking in the City’s Coastal Zone. The project also includes a Cultural Uses Campus that incorporates and rehabilitates two City-designated Landmarks, is designed to attract and exhibit works of significant local, international, established and emerging artists, including architects, and will have discounted entry fees for all students/youth. The project includes a rooftop observation/viewing deck that would be open to the public. Moreover, the project will also provide monetary contributions that would support mobility, construction of affordable housing, parks and recreation, and early childhood initiatives. As such, the proposed project is consistent with the policies applicable to the site as set forth in the both the 1992 LUP and the Draft LUP.

2. The public health, safety, and general welfare require the adoption of the proposed amendment in that the general welfare of the City is enhanced when the development of a mixed-use hotel project includes both market-rate and deedrestricted affordable housing that will serve households with a variety income levels. The proposed project will also generate new transient occupancy taxes paid to the City which will in turn support the general welfare by allowing the City to provided needed services and programs to the community.

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Packet Pg. 706 Attachment: Attachment I Recommended Findings for Approval Ocean Avenue Project (4857 : Ocean Avenue Project Development Agreement HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 1 (sent via email)

MEMORANDUM
To: Susan Cola, Esq. and Roxanne Tanemori, City of Santa Monica From: HR&A Advisors, Inc.

Date: June 29, 2022
Re: Financial Feasibility Review of the Ocean Avenue Project

INTRODUCTION, PURPOSE OF THE REVIEW AND APPROACH
This memorandum presents HR&A Advisors, Inc.’s (“HR&A”) findings from detailed review and evaluation of confidential financial feasibility analysis and supporting documentation provided to HR&A by Ocean Avenue Partners LLC c/o The Worthe Real Estate Group, Inc. (the “Applicant”) for the proposed Ocean Avenue Project (the “Project”) in the City of Santa Monica (the “City”). As we understand it, the financial feasibility analysis provided by the Applicant represents critical information shaping negotiations between the Applicant and City staff about community benefits that City decision makers may ultimately require in return for granting approval of a Development Agreement to vest development rights over the period of Project implementation.

The Project consists of the full redevelopment of eleven assembled parcels totaling about 2.4 acres located at 101and 129 Santa Monica Boulevard, and 1327, 1333 and 1337 Ocean Avenue (the “Property”). It includes the design, construction and subsequent operation of a 120-room luxury boutique hotel, 100 apartment units, approximately 36,000 square feet of mixed-use retail space, 35,000 square feet of museum and event/cultural center space (including rehabilitation of two designated City landmarks) (the “Cultural Use Campus”), an outdoor public garden and a public observation deck. Of the 100 residential units, 11 units will be rent-controlled and an additional 25 are proposed to be deed-restricted for the life of the Project at below-market rents. The entire Project is projected to be completed in 2026 in a single phase.

At City staff’s request, HR&A conducted a thorough, independent review of the Applicant’s discounted cash flow (“DCF”) financial feasibility model, which was provided in an Excel workbook form, along with other documents containing supporting data and analysis for key program, cost and revenue assumptions used in the Financial Model. Following an initial review of the Financial Model and the supporting information, HR&A submitted several requests to the Applicant and City staff for additional information. The Applicant was responsive to these requests and answered HR&A’s questions through e-mail and updated documents, including an updated financial feasibility Excel workbook model.

For evaluation purposes, HR&A developed a separate DCF model which assumes the same revenues and cost inputs as the Applicant’s but differs regarding the pace of equity contributions and construction loan draws. In addition, HR&A’s DCF model is a monthly cash flow model, whereas the Applicant’s model calculates cash flows on a mixed monthly and then annual basis depending on the phase of construction and operations.

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Packet Pg. 707 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 2 For comparison purposes, HR&A also specified a Tier II development scenario for the Property (the “Base Case”), consistent with the alternative in the Project’s Draft Environmental Impact Report (i.e., Alternative 2- Mixed-Use Housing Projects Compliant with Ocean Transition and Bayside Conservation Districts), including on-site affordable housing and the replacement of the rent-controlled units (as provided by City staff).1 HR&A developed a DCF model for the Base Case development scenario to understand the financial feasibility of an as-of-right development assuming more typical project design, development costs and Net Operating Income (“NOI”) assumptions. The assumptions used in our Base Case DCF model and our evaluation of the Applicant’s DCF model relied on review of third-party real estate market data, information provided by the Applicant and our market experience to determine reasonable constructions costs, other development costs, projected hotel revenues, commercial and residential rents, and other real estate metrics.

INITIAL FINDINGS
Applicant’s Discounted Cash Flow Model
Program Assumptions
The DCF modeling approach used for the Project and the Base Case utilizes the levered (i.e., including financing) Internal Rate of Return (“IRR”) as a key investment return metric to determine feasibility, which is suitable for this type of real estate development.2 The Applicant’s DCF model includes line items for construction and other development costs, including significant cost premiums associated with the design by Gehry Partners, professional design fees (also including Gehry Partners-related premiums) and other soft costs, financing costs, and projected revenues and annual operating expenses for the hotel, apartments, Cultural Use Campus and retail components.

The model also includes financial contributions for the mandatory replacement of the 19 existing rentcontrolled units with 11 rent-controlled units and 25 deed-restricted affordable units,3 along with costs for certain additional community benefits that have emerged from negotiations between the Applicant and City staff (e.g., historic preservation components and publicly accessible open space), as of the date of HR&A’s analysis (see Appendix A –Community Benefits Summary).

We understand that City staff does not agree, however, that all of the community benefits listed in the Applicant’s model are consistent with their definition of items suitable for that list. But regardless of how they are classified, the Applicant’s estimated costs to provide them are included in the Applicant’s DCF model. 1 HR&A’s model does not assume any upgrades to the existing landmarks; it only takes into account new development. 2 The Applicant’s financial model also includes two addition investment return metrics, return on Project value and return on total development cost, but for purpose of this memo, we focus on IRR results.

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Packet Pg. 708 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 3 Table 1 summarizes the development budget provided by the Applicant.3 Table 1. Applicant’s Development Budget (2023 Dollars)
TOTAL:

ALL COSTS Hotel
Historic
Preservation
and Cultural
Use Campus Retail
Overall
Multi-Family
Value of Property Developed $21,554,593 $9,091,735 $4,597,000 $1,427,310 $6,438,549 Open Space Contribution $4,074,319 $4,074,319
Total Property Value $25,628,912 $9,091,735 $8,671,318 $1,427,310 $6,438,549 Hard Costs
Hotel $85,479,288 $85,479,288
Residential $60,534,385 $60,534,385
Retail Shell $13,419,378 $13,419,378
Historic Preservation & Cultural
Use Campus $43,220,383 $43,220,383
Rooftop Public Observation Deck $4,064,603 $4,064,603
Parking $18,701,509 $7,888,303 $3,988,516 $1,238,383 $5,586,307 Offsite $1,327,787 $560,061 $283,180 $87,924 $396,622
Direct Hard Costs $226,747,335 $93,927,652 $51,556,683 $14,745,686 $66,517,314 Utilities $869,990 $366,962 $185,545 $57,609 $259,874
FF&E $11,531,028 $9,801,374 $1,729,654
TI's $3,867,023 $3,867,023
Total Hard Cost $243,015,376 $104,095,988 $53,471,882 $18,670,318 $66,777,188 Soft Costs
Core Soft Costs $43,871,193 $18,504,884 $9,356,514 $2,905,079 $13,104,716 Community Benefits Soft Costs $6,065,000 $2,558,219 $1,293,497 $401,614 $1,811,669 Temporary Housing $183,364 $183,364
Replacement Buyout $257,030 $257,030
Leasing Commissions $966,756 $966,756
Project Contingency $14,125,021 $6,005,852 $3,076,936 $1,100,974 $3,941,259 Developer Management Fee $16,314,400 $6,936,759 $3,553,862 $1,271,625 $4,552,155 Total Soft Costs $81,782,765 $34,005,714 $17,280,810 $6,646,047 $23,850,193 Total Budget (excluding financing
costs) $350,427,054 $147,193,437 $79,424,010 $26,743,675 $97,065,931 Below are the key components of the development’s stabilized annual NOI (inflation-adjusted to 2023 Dollars) for each of the Project land uses:
• Multifamily
o Including affordable housing and the replacement of the rent-controlled units: $4.13 million. 3 Maurice Robinson & Associates Ocean Avenue Project Financial Feasibility Model. March 1st, 2022. Community Benefits Soft Costs have been updated to reflect the latest City analysis.

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Packet Pg. 709 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 4 o Excluding affordable housing and the replacement of the rent-controlled units: $7.06 million. • Hotel: $13.89 million.
• Retail: $1.88 million.
• Cultural Use Campus: Negative $1.85 million.

All the underlying assumptions from the Applicant were well justified and confirmed by our independent analysis, except for Cultural Use Campus assumptions as discussed below. HR&A reviewed comparable property and existing asset data produced by the Applicant and additional research and recent development comparables in Santa Monica.

Financial Returns
As noted above, the Applicant’s financial model is structured as a discounted cash flow including the costs incurred and revenues received during pre-construction entitlements and design period, the 30-month construction period and 6 years of annual operations. It also includes a snapshot of the Project’s financial performance for the first year of stabilized annual operations (i.e., 2028) for all land uses. The DCF model enabled us to audit nearly all calculation assumptions, other than a handful of “hard-coded” (as opposed to calculated) inputs, including an amount of theoretically forgone Net Operating Income (NOI) from the new Cultural Use Campus and publicly accessible observation deck. HR&A was able to trace the key calculation assumptions driving the IRR results through independent due diligence and additional information requests and subsequent conversations with the Applicant.

The Applicant has stated that they could potentially find additional funding sources or strategies, as explained below in the Cultural Use Campus’s Operations Cost and Value Calculation Approach Concerns section, to reduce the need for subsidy from other uses over time. Because the above is not guaranteed to occur, the model shows theoretically forgone Net Operating Income (NOI) from the new Cultural Use Campus and publicly accessible observation deck, thereby reducing apparent project returns to a below-market rate.

The Applicant’s DCF model results in an IRR of 8.0 percent (including assumed financing) with the Applicant’s identified community benefits, including updated impact fees provided by the City. Based on recent IRR trends in metro Los Angeles4, investors would be likely to purchase the uses proposed at the Project once constructed for an average IRR of around 9.0 percent, higher than the model's IRR. However, this figure was calculated for existing assets, which are a less risky investment than a development project, and therefore a market rate of return for this project would likely be higher. The MRA report cites a market IRR range of 13- 15 percent for a development project, and we concur that this is a reasonable investment return for a development project of this type. Without all the affordable housing and other community benefits, the Applicant’s DCF model shows that the Project would achieve a much more commercially viable 28.3 percent IRR.

HR&A’s Base Case DCF model, which assumes a more typical project design and development costs as noted before and discussed below, demonstrates the significant cost premium associated with the Gehry Partners design.
4 RERC Real Estate Report 4Q 2021. Los Angeles | First-Tier1 Investment Properties

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Packet Pg. 710 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 5 HR&A’s Separate Discounted Cash Flow Model
Program Assumptions & Financial Returns
Assuming the same revenues and cost inputs as the Applicant’s but differences regarding the pace of equity contributions and construction loan draws, HR&A developed a separate DCF to compare return metrics with the Applicant’s cash flows. HR&A’s model assumes that after land acquisition, equity is contributed based on a 70 percent loan to cost ratio to cover 30 percent of construction costs as incurred. In addition, HR&A’s DCF model is a monthly cash flow model, whereas the Applicant’s model calculates cash flows on a mixed monthly and then annual basis depending on the phase of construction and operations. For all the scenarios, HR&A’s approach results in overall somewhat higher equity contributions and somewhat lower construction and permanent financing amounts (and therefore lower financing costs). • Equity from Applicant’s Model: $107 million (29 percent of total development costs including land acquisition, or 24 percent of development costs excluding land acquisition) • Equity from HR&A’s Model: $151 million (41 percent of total development costs including land acquisition, or 37 percent of development costs excluding land acquisition) For each one of the scenarios, HR&A relies primarily on assumptions from the Applicant’s model. The HR&A DCF model includes the same community benefits, including the negative NOI of the Cultural Use Campus and the publicly accessible observation deck.

Base Case Discounted Cash Flow Model
Program Assumptions
City staff provided HR&A with specifications for land uses, physical parameters, and other assumptions for a mixed-use alternative scenario that aligns with as-of-right development under Tier II zoning regulations, as presented in the Project’s Draft Environmental Impact Report as Alternative 2 (the “Tier II Alternative”).

The Tier II Alternative includes 150 residential units and 69,837 of restaurant and retail uses. Overall, the Tier II Alternative features 50 more residential units than the Project, but no hotel or cultural use campus and substantially less public open space.

Financial Returns
HR&A’s Tier II Base Case DCF model for the Property includes the mandatory affordable housing units and the replacement of the rent-controlled units. None of the other community benefits presented by the Applicant were included in the Base Case analysis since the Base Case represents as-of-right development. The IRR from the Base Case is 16.3 percent, in line with investor expectations for a development of this type.

HR&A also developed a Tier II Alternative DCF to understand the impact of cost premiums associated with the design by Gehry Partners, professional design fees (also including Gehry Partners-related premiums) and other soft costs, financing costs, and projected revenues and annual operating expenses.5 The IRR from this scenario is 18.0 percent, still comparable with acceptable returns. This scenario also assumes higher residential and retail rents, comparable to the applicant’s assumptions, noting that the costs premium could potentially be counterbalanced by the rent premiums.
5 Based on broad assumptions provided by the applicant, and for illustrative purposes, HR&A assumed the design/engineering budget to be three times higher and hard costs 50 percent higher than a typical project.

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Packet Pg. 711 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 6 ***
Based on the analysis and finding above, HR&A believes the actual profit margin is potentially higher than shown in the Applicant’s Financial Model, for reasons largely associated with the operations for the Cultural Use Campus (i.e., negative NOI) and a resulting negative value of the Cultural Use Campus based on its negative net operating income.

Cultural Use Campus’s Operations Cost and Value Calculation Approach Concerns With no changes to Project design or mix of land uses that could improve that level of return, the Project (Scenario 1) appears infeasible based on the IRR calculated by the Applicant’s feasibility model.6 For this reason, HR&A believes the Applicant may be making conservative assumptions about the cost to operate the Cultural Use Campus and the publicly accessible observation deck, which adversely impacts Project cash flow and substantially reduces the Project’s IRR. The DCF model shows that the Cultural Use Campus is operating at a loss every year because it is subsidized internally by other Project revenues. This results in negative net income of approximately $1.85 million per year, distributed between $1.14 million for property taxes and $0.71 million of operating expenses.7 The Applicant’s cash flow does not anticipate any positive contribution to overall Project cash flows from the facility. Beyond the annual operating loss of $1.85 million, the Applicant assumes a negative value of the Cultural Use Campus based on its negative net operating income and the same income capitalization rate (“cap rate”) as the retail component when calculating the Project IRR. In other words, the Applicant is suggesting that the Cultural Use Campus would be operationally subsidized in perpetuity by transferring this obligation to any future owners and operators of the rest of the Project, thereby reducing the Project’s overall value significantly.

The Applicant has stated that they could (a) potentially pursue a tax exemption during the first few years, and (b) that they could potentially raise money to support museum capital costs and/or operations, thereby reducing the need for subsidy from other uses. Because neither condition is guaranteed to occur, the model shows neither tax exemption nor philanthropic support, thereby reducing apparent project returns to a below-market rate.

HR&A created an alternate scenario (Scenario 2) to understand the impact of having a Cultural Use Campus that is not subsidized by Project cash flow in perpetuity, but which instead is either self-funding or subsidized by a separate third-party entity, such that it has an NOI equal to $0. The purpose of this scenario is to understand the impact that a subsidized Cultural Use Campus is having on the feasibility and IRR for the Project, and to estimate the present value savings that could be used for other potential community benefits beyond the mandatory provision of on-site affordable housing and replacement of the rent-controlled units. • Scenario 1: Applicant’s assumptions with community benefits as proposed (including full subsidy of Cultural Use Campus operational costs from Project cash flow); • Scenario 2: Applicant’s assumptions with all included public benefits, but assuming financially neutral Cultural Use Campus operations (either self-funding or subsidized by a third party). 6 It should also be noted that because the Project is in the City’s coastal zone, it will be subject to a Coastal Commission exaction for “moderately-priced overnight accommodations.” Based on the formula used by the Coastal Commission for the Fairmont-Miramar Hotel redevelopment, this may cost about $3,810,000 (i.e., 25% x 120 new hotel rooms x $127,000). This cost is not yet reflected in either the Applicant’s DCF model or the HR&A DCF model and will reduce the Project’s IRR. 7 Note that the Cultural Use Campus’s annual operating expense is based on a lump sum provided by the Applicant; we have not received any line-item details indicating what would constitute such expenses.

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Packet Pg. 712 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 7 Scenario 1
As mentioned above, the Applicant assumes that Cultural Use Campus operates at a loss every year with an approximate net income of negative $1.85 million, distributed between $1.14 million of property taxes and $0.71 million of operating expenses. The Applicant also assumes a sale value for the Cultural Facility based on the negative NOI and using the same cap rate. Under that approach the value of the Cultural Use Campus is close to negative $41 million. That has a clear impact on the feasibility of the Project as it reduces the Project value by almost 10 percent ($390 million versus $432 million).

Impact on Financial Feasibility Conclusions: As previously noted, the Applicant’s IRR is 8.0 percent, which is lower than standard investment returns for real estate development. HR&A’s DCF model shows a slightly lower IRR of

7.7 percent due in part to a larger modeled equity contribution.

Scenario 28
For this scenario, HR&A assumes the Cultural Use Campus, like most other such entities, operates on a breakeven basis by using some combination of visitor fees, on-site sales revenue, and donations to cover its operating costs. In addition, if the Cultural Use Campus is operated by a non-profit organization, for example, it may qualify for a full “welfare exemption” from property taxes, and would be eligible to attract philanthropic or public grants to help render it self-sufficient.9 HR&A believes that a scenario that assumes some degree of third-party operational subsidy and/or tax exemption is more likely than a scenario that assumes the Project must provide the full operating cost from other Project cash flow. If Cultural Use Campus operation does not need to be funded entirely from Project cash flow, the Cultural Use Campus would neither add to nor reduce the Project’s value. Under that approach the value of Project would be more than $41 million higher than Scenario 1 ($432 million versus $390 million).

Impact on Financial Feasibility Conclusions: Using the Applicant’s model, this scenario projects an IRR of return of 11.9 percent due to the elimination of the Cultural Use Campus’ operational subsidy from Project cashflow.

HR&A’s monthly DCF model shows an IRR of 12.0 percent. Stated another way, the additional $41 million in Project value from a more cost-neutral Cultural Use Campus could theoretically be translated into additional community benefits and still maintain the Applicant’s 8.0 percent IRR. The ability of the Project to offer additional public benefits depends largely on whether the Cultural Use Campus can achieve tax exempt status and/or identify alternate sources of operating funds. It should be noted, however, that the Applicant agrees that the modeled Project return is conservative insofar as it assumes a permanent lack of operational support for the Cultural Use Campus outside of revenues from other Project uses, and the Applicant argues that any additional return beyond the current modeled return that brings Project returns more in line with typical development returns is not necessarily available to support additional public benefits. 8 In addition to operating model adjustments, a less ambitious and expensive vision for the Cultural Use Campus and open space components of the project could free up additional value to be allocated to other community benefits. Note that these two components add substantial costs to the Project’s construction budget but do not directly contribute to Project cash flow.
9 Note that in order to obtain a welfare exemption, the Cultural Use Campus may require separate parcelization from the rest of the Project.

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Packet Pg. 713 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 8 Community Benefits Package
The table below summarizes both the original list of community benefits provided by the Applicant and a reduced list reflecting only the subset of community benefits over and above what would be required regardless, per City guidance. This reduced list of community benefits during construction totals up to $74 million. Note that the community benefits excluded from the City’s list are still required Project costs and impact the Project’s overall return. See Appendix A for more details.

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Packet Pg. 714 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 : Ocean Avenue Project Development HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 9 APPENDIX A –COMMUNITY BENEFITS SUMMARY
Table A.1. Applicant's Community Benefits Summary, with City Impact Fee Updates Item Community Benefits
Upfront Benefits
Construction*
Affordable Housing
Affordable and Rent Controlled Housing Land Contribution $2,172,407 Affordable and Rent Controlled Housing Development Cost Contribution $30,578,247 Historic Preservation and Cultural Use Campus $69,991,591 Public Open Space -- Land Contribution $4,074,319
Public Open Space and Observation Deck -- Hard Cost Contribution $4,064,603 Subtotal Construction $110,881,167
Other Community Benefits**
Affordable Housing Commercial Linkage Fee Contribution $400,000 Transportation Infrastructure Contribution $2,255,000
Parks and Recreation Contribution $2,160,000
Early Childhood Initiatives Contribution $1,000,000
Economic Equity/Clean and Safe Downtown Santa Monica Contribution $250,000 Private Developer Cultural Arts Requirement (note: developer may pay fee or seek waiver per Zoning Ordinance) n/a Subtotal Other Community Benefits $6,065,000
Ongoing Annual Benefits
Cultural Use Campus Subsidy $1,853,934
Open Space $122,600
TDM Plan $245,000
Subtotal Operations $2,221,534
* Construction costs include land costs for each use based on the ratio of per use square footage divided by the Project's total square footage. ** Other community benefits include updated Impact Fees provided by the City.

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Packet Pg. 715 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 :

HR&A Advisors, Inc. Ocean Ave Project Financial Feasibility Findings | 10 Table A.2. Community Benefits Summary per City's Guidance Note: Excludes mandated items such as affordable housing and other items per City's staff guidance Item Community Benefits
Upfront Benefits
Construction*
Affordable Housing
Affordable and Rent Controlled Housing Land Contribution $0 Affordable and Rent Controlled Housing Development Cost Contribution $0 Historic Preservation and Cultural Use Campus $69,991,591 Public Open Space -- Land Contribution $0
Public Open Space and Observation Deck -- Hard Cost Contribution Up to $4,064,603 Subtotal Construction Up to $74,057,497
Other Community Benefits**
Affordable Housing Commercial Linkage Fee Contribution $400,000 Transportation Infrastructure Contribution $2,255,000
Parks and Recreation Contribution $2,160,000
Early Childhood Initiatives Contribution $1,000,000
Economic Equity/Clean and Safe Downtown Santa Monica Contribution $250,000 Private Developer Cultural Arts Requirement (note: developer may pay fee or seek waiver per Zoning Ordinance) n/a Subtotal Other Community Benefits $6,065,000
Ongoing Annual Benefits
Cultural Use Campus Subsidy Up to $1,844,239
Open Space $122,600
TDM Plan $245,000
Subtotal Operations Up to $2,211,839
* Construction costs include land costs for each use based on the ratio of per use square footage divided by the Project's total square footage ** Other community benefits include updated Impact Fees provided by the City

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Packet Pg. 716 Attachment: Attachment J HR&A Ocean Ave Project Financial Feasibility Findings 7-14-2022 (4857 :

MEMORANDUM
To:

From:

Date:

Re:

Susan Cola, Esq. and Roxanne Tanemori, City of Santa Monica HR&A Advisors, Inc.

May 2, 2022
Preliminary Economic and Fiscal Impact Analysis of the Ocean Ave Project

INTRODUCTION
HR&A Advisors, Inc. (“HR&A”) has prepared estimates of the general economic and fiscal impacts in the City of Santa Monica (“City”) economy that would result from the construction and stabilized annual operation of the Ocean Avenue Project (the “Project”). This memorandum comments on economic and fiscal impact analyses prepared for the Project Applicant that analyzed the Project’s hotel use only. It also provides a comparison between the Project’s economic and fiscal impacts and a Tier II development alternative that would not include a hotel, and would not be subject to a Development Agreement. For both the Project and the Tier II Alternative, the results are reported net of the economic and fiscal impacts of the uses currently located on the Project site.

Proposed Ocean Avenue Project
The Project consists of the full redevelopment of seven assembled parcels totaling about 2.4 acres located at 101and 129 Santa Monica Boulevard, and 1327, 1333 and 1337 Ocean Avenue (the “Property”). It includes the design, construction and subsequent operation of a 120-room luxury boutique hotel, 100 apartment units, approximately 36,000 square feet of mixed-use retail space, 35,000 square feet of museum and event/cultural center space (including rehabilitation of two designated City landmarks) (the “Cultural Use Campus”), an outdoor public garden and a public observation deck. Of the 100 residential units, 16 units will be rent-controlled and an additional 20 are proposed to be deed-restricted for the life of the Project at below-market rents. The entire Project is projected to be completed in 2026 in a single phase.

Tier II Alternative
City staff provided HR&A with specifications for land uses, physical parameters, and other assumptions for a mixed-use alternative scenario that aligns with as-of-right development under Tier II zoning regulations, as presented in the Project’s Draft Environmental Impact Report as Alternative 2 (the “Tier II Alternative”).

The Tier II Alternative includes 150 residential units and 69,837 of restaurant and retail uses. Overall, the Tier II Alternative features 50 more residential units than the Project, but will not include the hotel, cultural use campus and has substantially less public open space.

ECONOMIC IMPACT METHODOLOGY AND APPROACH
HR&A estimated the net economic impacts of the Project and the Tier II Alternative using the IMPLAN inputoutput modeling system tailored to the boundaries of the City, and using 2019 economic data to reflect preCOVID-19 pandemic conditions, while presenting dollar-denominated results in 2022 dollars. IMPLAN is a widely accepted model that HR&A and many others, including many public agencies, to estimate the economic consequences of new investment in, or other changes to, a local or regional economy. It explicitly accounts for impact “leakage,” or the fact that not all economic impacts are necessarily experienced inside

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Packet Pg. 717 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 2 the geographic area under study. The IMPLAN model can be used to generate estimates of direct, indirect, and induced employment (measured in terms of headcount jobs, not full-time equivalents), compensation (i.e., wages, benefits and sole-proprietor income) and total economic output (i.e., a summary measure of all sales and spending expressed in producer prices), for both the construction phase of a project, and annually, once it has been completed and occupied.

Project impacts were derived separately for construction-related economic impacts and annual operationsrelated economic impacts to differentiate between one-time and ongoing impacts to the City economy. The three economic impact categories can be summarized as follows:
• Direct impacts, which are the number of jobs and other measure of impact involved in the on-site construction and annual operation of the completed Project, or continued operation of the existing uses, as applicable.
• Indirect impacts, which are the jobs and other economic impacts resulting from construction contractor purchases and construction-related professional services, as well as completed Project commercial use purchases of goods and services from other businesses.
• Induced impacts, which are the economic impacts resulting from the household expenditures by new Project housing residents and by the Project’s direct and indirect construction-related and operationsrelated employees or continued operation of the existing uses, as applicable. The sum of indirect and induced effects is often referred to as the “multiplier effect” on the direct impacts.

For the analysis, the Project’s geographic area was defined by aggregating IMPLAN model economic data for the City’s five ZIP Codes – 90401, 90402, 90403, 90404 and 90405.

Comparisons to CBRE Economic Impact Analysis
CBRE also conducted an Economic Impact Analysis for the Applicant. The following highlights the differences between CBRE’s modeling approach and the approach used by HR&A:
• The CBRE analysis used the Reginal Input-Output Modeling System (RIMS II), which is a different impact modeling system than IMPLAN, which was used by HR&A. • The CBRE approach used RIMS II impact factors and certain multiplier effect assumptions developed in consultation with the Los Angeles County Economic Development Corporation to reflect economic impacts within the entire Los Angeles County economy, whereas HR&A’s approach using IMPLAN is specific to the City’s economy.
• The CBRE analysis only included economic impacts for the Project’s hotel, while HR&A modeled all Project uses including the cultural campus, all retail and restaurant uses, market rate and affordable apartments, and the hotel.
• HR&A’s analysis includes a comparison of impacts of the Proposed Project and the Tier II Alternative project, both netting out impacts associated with existing uses. The CBRE analysis did not net out impacts from existing uses.
• CBRE’s dollar-denominated results were reported in constant 2021 dollars, whereas HR&A’s results are reported in constant 2022 dollars.
• HR&A’s analysis relied on annual operations projections (occupancy rate, average room rate, food and beverage revenues) in the CBRE report for the hotel, but used a combination of Applicant data

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Packet Pg. 718 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 3 and HR&A assumptions for the other Project uses, and HR&A estimates and assumptions for the Tier II Alternative.
• HR&A’s analysis includes updated construction figures for the development budget which were provided by the Applicant.

The following table represents CBRE’s estimates for Total Annual Economic Impact for only the Project Hotel.

Table 1: CBRE Economic Impact Model Estimates

HR&A SUMMARY OF ECONOMIC IMPACTS IN THE CITY OF SANTA MONICA ECONOMY In addition, HR&A evaluated the economic impacts of the Project and other scenarios for both one-time construction-related impacts and for ongoing operations-related impacts. The analysis below shows that the impacts are largely direct impacts with a very small multiplier effect within the city geography.

To derive the one-time construction-related economic impacts of the Project, HR&A used detailed hard construction cost data in 2021 dollars for the Gehry Partners design as provided by the Applicant to measure the economic impact that Project construction will have on the City economy. The construction hard costs were categorized into two IMPLAN industry sectors to distinguish between the construction of residential and commercial uses. Due to data limitations and other economic trend uncertainties associated with the COVID19 pandemic, HR&A elected to use 2019 IMPLAN data to evaluate the Project’s economic impacts in the City. Using this method, the following construction-related impacts were derived (more detailed modeling results are available from HR&A upon request):
• Approximately 2,217 total jobs (i.e., direct on-site + “multiplier effect”), of which 2,211 full-time and part-time construction jobs will be located on site.
• Approximately $157.5 million in compensation paid to workers directly and indirectly associated with construction, of which $157.0 million will be paid to on-site workers. • Approximately $258.3 million in total economic output, including $257.1 million associated with Project construction, measured in producer prices.

To derive the annual operations-related economic impacts of the Project, HR&A conducted a separate analysis for each use: hotel, cultural use campus, residential, restaurant and retail. Using this approach, the following operations-related economic impacts were derived:

Proposed Ocean Avenue Project Hotel
Hotel Guests
Occupied Hotel Rooms 35,040
Double Occupancy Factor 1.4
Total Hotel Visitor Days 49,056
Total Visitor Spending $103,395,511
Multiplier 1.3
TOTAL ECONOMIC IMPACT Direct and Indirect $134,414,164
NUMBER OF JOBS SUPPORTED by Direct Spending 999
Note: Numbers have been rounded.

CBRE Total Annual Economic Impact (Based upon a stabilized year of operation, 2021 dollars)

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Packet Pg. 719 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 4 • Approximately 768 total jobs (i.e., direct on-site + “multiplier effect”), of which 764 full-time and parttime construction jobs will be located on site. • Approximately $31.9 million in compensation paid to workers directly and indirectly associated with construction, of which $31.6 million will be paid to on-site workers. • Approximately $72.8 million in total economic output, including $71.9 million associated with Project construction, measured in producer prices.

HR&A also performed a hotel-specific economic impact analysis to compare to the CBRE results, which is shown in the table below:

Table 2: HR&A Hotel-Specific Economic Impact Model Estimates HR&A’s estimates for hotel operational jobs and total economic output are much lower than CBRE’s estimates due to the use of different multipliers through IMPLAN and use of the smaller Santa Monica geography.

Tier II Alternative Impacts
Similar approaches were used to estimate the economic impacts for the Tier II Alternative, but using HR&A estimates for construction costs and operational costs for completed land use elements. • Approximately 844 total jobs (i.e., direct on-site + “multiplier effect”), of which 842 full-time and parttime construction jobs will be located on site. The Tier II Alternative accounts for about 38 percent of the total construction-related jobs resulting from the Project. • Approximately $61.2 million in compensation paid to workers directly and indirectly associated with construction, of which $61 million will be paid to on-site workers. • Approximately $97.6 million in total economic output, including $97.2 million associated with project construction, measured in producer prices. The Tier II Alternative accounts for about 38 percent of the total construction-related economic output resulting from the Project.

Tier II Alternative Operations-related impacts
• Approximately 393 total jobs (i.e., direct on-site + “multiplier effect”), of which 390 full-time and parttime construction jobs will be located on site. The Tier II Alternative accounts for about 39 percent of the total annual operations jobs resulting from the Project. • Approximately $17.8 million in compensation paid to workers directly and indirectly associated with construction, of which $17.6 million will be paid to on-site workers.

Proposed Ocean Avenue Project Hotel
Construction
All Jobs 693
All Employee Compensation $48,832,425
Economic Output $85,882,507
Ongoing Operations
All Jobs 509
All Employee Compensation $21,317,429
Economic Output $49,124,362
HR&A Project Hotel Specific Economic Impact Analysis

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Packet Pg. 720 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 5 • Approximately $37.4 million in total economic output, including $36.8 million associated with Project construction, measured in producer prices. The Tier II Alternative accounts for about 40 percent of the total annual operations economic output resulting from the Project.

Existing Uses Impacts
Finally, to understand the net economic impacts compared to the existing uses on the Project site, the following operations-related impacts for those uses were estimated:
• Approximately 153 total jobs (i.e., direct on-site + “multiplier effect”), of which 153 full-time and parttime construction jobs will be located on site. • Approximately $8.1 million in compensation paid to workers directly and indirectly associated with construction, of which $8 million will be paid to on-site workers. • Approximately $13.0 million in total economic output, including $12.8 million associated with Project construction, measured in producer prices.

Tables 3 and 4 show the net economic impacts of annual operations for the Project and Tier II Alternative after accounting for the impacts of the existing uses at the Project site. Deducting the operational impacts of the existing uses reduces the Project’s total employment impacts by about 20 percent and the Tier II Alternative’s total employment impacts by about 39 percent . Deducting the operational impacts of the existing uses reduces the Project’s total economic output impacts by about 18 percent and about 35 percent for the Tier II Alternative.

Table 3. Comparing the total economic impacts of the Project to Existing Uses Table 4. Comparing the total economic impacts of the Tier II Alternative to Existing Uses

PROPOSED EXISTING NET IMPACT
Construction
Jobs 2,217 0 2,217
Employee Compensation $157,505,312 0 $157,505,312
Economic Output $258,300,879 0 $258,300,879
Ongoing Operations
Jobs 768 153 615
Employee Compensation $31,930,574 $8,102,231 $23,828,343 Economic Output $72,848,156 $13,001,266 $59,846,890

TIER II ALTERNATIVE EXISTING NET IMPACT
Construction
Jobs 844 0 844
Employee Compensation $61,203,067 0 $61,203,067
Economic Output $97,642,424 0 $97,642,424
Ongoing Operations
Jobs 393 153 240
Employee Compensation $17,845,510 $8,102,231 $9,743,279 Economic Output $37,458,302 $13,001,266 $24,457,036

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Packet Pg. 721 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 6 Table 5 compares the net economic impacts of the Project and the Tier II Alternative after accounting for the existing uses. Overall, the Project would generate 62 percent more total construction-related jobs and economic output than the Tier II Alternative, and 61 percent more total annual operations jobs and 59 percent more total economic output in the City’s economy.

Table 5. Comparing the net economic impacts of the Project to the Tier II Alternative

FISCAL IMPACTS TO THE CITY OF SANTA MONICA
This section presents HR&A’s estimates of the net fiscal impact that will be generated by the development and stabilized annual operation of the Project. The analysis also provides a comparison between the net fiscal impacts of the stabilized Project, the Tier II Alternative and net of the fiscal impacts of the existing uses.

The fiscal estimates are based on many of the same assumptions used for the economic impact analysis, with additional hotel operating assumptions provided by CBRE; public and proprietary third-party data to estimate certain real estate metrics; the City’s municipal code; City budget data; and typical fiscal impact revenue and tax formula calculation approaches applicable to the characteristics of the Project, the Tier II Alternative and the existing uses. More detailed modeling results are available from HR&A upon request.

Comparisons to CBRE Fiscal Impact Analysis
CBRE also conducted a Fiscal Impact Analysis for the Applicant. The following highlights the differences between CBRE’s approach and the HR&A approach:
• CBRE estimated gross fiscal impacts for the hotel and residential uses only. HR&A estimated fiscal for all Project uses including hotel, residential, office, retail/dining and parking to generate fiscal revenues compared to the CBRE model.
• CBRE did not net out the fiscal impacts of the existing uses or compare the fiscal impacts between the Project and the Tier II Alternative. HR&A’s analysis includes both sensitivities. • CBRE did not estimates city services costs related to the new development. HR&A’s analysis includes estimates of the costs to the City and nets out the tax revenues generated from the development with city services costs.
• CBRE’s analysis was presented in 2021 dollars; HR&A’s analysis is presented in 2022 dollars.

PROPOSED NET TIER II ALTERNATIVE NET NET IMPACT
Construction
Jobs 2,217 844 1,373
Employee Compensation $157,505,312 $61,203,067 $96,302,245 Economic Output $258,300,879 $97,642,424 $160,658,455
Ongoing Operations
Jobs 615 240 375
Employee Compensation $23,828,343 $9,743,279 $14,085,064 Economic Output $59,846,890 $24,457,036 $35,389,854

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Packet Pg. 722 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 7 • HR&A relied on hotel annual operations projections (occupancy, ADR, food and beverage revenues) and stabilized year of operation in the CBRE report for the Proposed Project but used HR&A models and assumptions for the Tier II Alternative project.
• HR&A’s analysis includes updated construction cost data for the Project which were provided by the Applicant.

The following table summarizes CBRE’s Fiscal Impact Analysis.

Table 6: CBRE Fiscal Impact Analysis Estimates

SUMMARY OF HR&A FISCAL IMPACT ANALYSIS
Project Fiscal Impacts
For the Project, HR&A estimated $6.2M (2022 dollars) in total gross revenues to the City’s General Fund which includes one-time construction revenues and impacts once the Project achieves stabilized operation in 2025. After accounting for the cost to provide City services to the Project, the net fiscal impact to the City’s General Fund in the first stabilized year of the Project would be approximately $3.44 million. The Hotel is the major source of tax revenue which is shown in the breakdown of costs and services in the table below:

Rooms Revenue $27,051,000
TOT Rate 14%
TOT Generated, Rounded $3,787,000
Direct Sales Revenue $61,884,000
Tax Rate 1.75%
Sales Tax Generated, Rounded $1,082,970
Real Estate Tax $3,715,000
(All components of the mixed-use Project) 14%
Property Taxes Generated to the City $520,100
Hotel Gross Revenue $41,875,000
Business Tax Rate 1.25%
Business Tax Rate Generated to the City, Rounded $52,000 Stabilized Utility Expense $708,000
Utility Tax (1%), Rounded $70,800
Stabilized Parking Revenue $1,086,000
Parking Tax (10%) $108,600
Total Measurable Tax Revenues to City of Santa
Monica Local Agencies, Rounded $ 5,621,000
Operational Phase Measurable Tax Revenues (Stabilized Year of Operation, 2021 Dollars) Proposed Ocean Avenue Project

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Packet Pg. 723 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 8 Table 7. Fiscal Impacts by Tax Revenue in Stabilized Year – Project Compared to CBRE’s Fiscal Impact model, the tax revenue generated from the Hotel and Residential uses is slightly less in HR&A’s model likely due to differences in assumptions around revenues and rents.

Tier II Alternative
For the Tier II Alternative, HR&A estimated $1.9M (2022 dollars) in total gross revenues to the City’s General Fund which includes one-time construction revenues and impacts once the Tier II Alternative achieves stabilized operation. After accounting for the cost to provide City services to the Tier II Alternative, the net fiscal impact to the City’s General Fund in the first stabilized year would be approximately $242K which is significantly less than the Project due primarily to the absence of the hotel tax revenues and the larger number of residential units and their higher City service costs. The table below shows the breakdown of revenues and costs by use:

Table 8. Fiscal Impacts by Tax Revenue in Stabilized Year – Tier II Alternative Existing Uses
For the Existing Uses, HR&A estimated $309K (2022 dollars) in total annual revenues to the City’s General Fund. After accounting for the cost to provide City services for the existing uses, the net fiscal impact to the City’s General Fund would be approximately $49.5K. The table below shows the breakdown of revenues and costs by use:

Revenue by Use Breakdown Stabilized Year (2025) Total Impact Tax Revenue Apartments Hotel Office Retail/Restaurant Tax Revenue Property Tax $293,142 $323,608 $66,756 $79,649 $763,156 Sales and Use Tax $9,603 $109,602 $6,276 $304,949 $430,430 TOT Tax $0 $3,789,717 $0 $0 $3,789,717
Business License Tax $12,897 $48,366 $0 $52,328 $113,591 Utility Users Tax $47,071 $13,174 $7,794 $7,928 $75,967 Parking Facilty Tax $0 $69,027 $0 $0 $69,027
Other Taxes $5,773 $6,723 $1,447 $613 $14,555
Total Revenue to General Fund $368,485 $4,360,217 $82,274 $445,468 $5,256,444 Less: City Services Costs ($696,802) ($811,570) ($174,610) ($74,004) ($1,756,987) Less: Net Existing Uses ($49,500)
Net Fiscal Impact $3,449,957
Revenue by Use Breakdown Stabilized Year (2025) Total Gross Impact Tax Revenue Apartments Office Retail/Restaurant Tax Revenue Property Tax $439,713 $17,488 $154,043 $611,244
Sales and Use Tax $14,405 $1,644 $613,894 $629,943
TOT Tax $0 $0 $0 $0
Business License Tax $19,345 $4,359 $101,203 $124,908
Utility Users Tax $70,606 $2,042 $15,333 $87,981
Parking Facility Tax $0 $0 $61,761 $61,761
Other Taxes $8,659 $379 $1,186 $10,223
Total Revenue to General Fund $552,727 $25,913 $947,420 $1,526,060 Less: City Services Costs ($1,045,203) ($45,743) ($143,125) ($1,234,071) Less: Net Existing Uses ($49,500)
Net Fiscal Impact $242,489

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Packet Pg. 724 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 9 Table 9. Fiscal Impacts by Tax Revenue – Existing Uses

HR&A FISCAL IMPACT ANALYSIS METHODOLOGY
The Fiscal impact Analysis includes both one time construction revenues and ongoing operations of the “Project.”
One-Time Construction-Related Revenues
One-time revenues refer to a combination of taxes that are incurred during the construction period for the Project only. This analysis assumes the total Project site is properly registered by the construction contractors with the California Department of Tax and Fee Administration so that the City is credited with local sales tax on applicable construction materials purchases. Not included in these revenues are any planning fees, construction permits, developer fees or mitigation fee charges, because these charges are generally set at rates to directly offset City costs, and therefore do not represent new revenues that can be used to fund other City General Fund expenditures.

Recurring Annual Revenues
The City will receive revenues an annual basis after the Project is completed and stabilized. Estimated recurring revenues are based on current City tax rates and tax formulas. HR&A included the following taxes in the fiscal impact analysis, all of which are recorded in the City’s General Fund only. Certain other tax revenues that are produced for City special funds (e.g., voter-approved indebtedness and special assessments) such as the Santa Monica-Malibu Unified School District and Santa Monica College are not reflected in this analysis.
• Property Tax. The property tax applicable to the Project site includes a one percent levy on the assessed value of land and buildings, which is distributed among different local taxing entities. The City share of assessed value is 13.9%. As of the Project’s opening year, the total assessed value of the Project is assumed to be equal to its estimated net sale value at that point in time. This valuation is derived by estimating the net operating income (“NOI”) for the applicable Project incomeproducing components (i.e., restaurant/retail, cultural facility and hotel). The NOI is then translated into an estimated sale value using income capitalization rates applicable to each land use. • Property Tax In Lieu of Motor Vehicle License Fees. This additional category of property tax revenue is provided by the State to local governments following the elimination of local receipt of Motor Vehicle License Fees in 2005. The amount is set by the State based on the total assessed value of land and buildings in a given municipality each year. The City share of assessed value is 0.031 Revenue by Use Breakdown Stabilized Year (2025) Total Gross Impact Tax Revenue Apartments Office Retail/Restaurant Tax Revenue Property Tax $55,697 $39,076 $27,329 $122,102
Sales and Use Tax $1,825 $3,674 $96,068 $101,566
TOT Tax $0 $0 $0 $0
Business License Tax $2,450 $9,741 $17,955 $30,146
Utility Users Tax $8,943 $4,562 $2,720 $16,226
Parking Facility Tax $0 $0 $37,299 $37,299
Other Taxes $1,097 $847 $210 $2,154
Total Revenue to General Fund $70,012 $57,900 $181,581 $309,493 Less: City Services Costs ($132,392) ($102,209) ($25,392) ($259,993) Net Fiscal Impact $49,500

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Packet Pg. 725 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project HR&A Advisors, Inc. Ocean Ave Project Economic & Fiscal Impacts | 10 percent. This revenue applies to the Project, the Tier II Alternative and the existing uses, but based on very different levels of assessed value.
• Sales Tax. The City’s General Fund receives a 1.25 percent tax on applicable retail and certain other sales within the City, including the City General Fund share from Measure Y. HR&A’s analysis includes sales tax generated from purchases at the relevant uses in the Project, the Tier II Alternative and existing uses, as well as the sales tax generated by household spending from the residents of the apartment and the affordable housing in the Project and Tier II Alternative. The sales tax revenue projection for Project’s retail and dining uses is based on sales assumptions in the Applicant’s financial feasibility model. Sales tax from new household spending is derived from a national consumer expenditure survey associated with categories of household income, and Project and Tier II Alternative household income categories derived from average market rate apartment rents and affordable rents, and further adjusted by HR&A for the estimated share of applicable sales that would occur within the City, and for the estimated sales that would take place in the Project’s retail and dining uses.
• Hotel Transient Occupancy Tax. The City levies a 14 percent tax on the total amount paid for rental of hotel rooms. The Transient Occupancy Tax was applied to all Project hotel room revenues for the Project hotel only after completion of hotel construction. • Business License Tax. A Business License Tax is imposed on all businesses operating within the City limits. Rates are dependent on the business’s gross receipts but vary by business type. The Business License Tax was applied to the Project’s hotel, residential leasing, retail, dining and office sites, along with estimating the business license tax from construction materials, as well as applicable uses in the Tier II Alternative and the existing uses.
• Utility Users’ Tax. Santa Monica levies a 10 percent Utility Users’ Tax on consumers of gas, water, and electricity. For all land uses in the Project, the Tier II Alternative and existing uses, revenues from these taxes are estimated based on the gross above ground square footage for each site and using historical city utility tax revenue data.
• Parking Facility Tax. The City levies a 10 percent tax on all parking fees charged by parking facility operators. Revenues for the Project’s subterranean parking facility are estimated based on the annual revenue per space as provided by the Applicant. Parking Facility Tax assumptions were developed by HR&A for the Tier II Alternative and the existing uses.

ANNUAL CITY SERVICE COSTS
The net fiscal impact of a proposed development project is calculated by subtracting any recurring costs to provide public services to the project from the annual tax and other revenues it generates. The net fiscal result from new development depends on whether “marginal” or “average” public service costs are used in the calculation.

For the net fiscal impact analysis of the Project, the Tier II Alternative and the existing uses, it is assumed that the Santa Monica General Fund departments with variable costs that could be impacted by each scenario include the Police, Fire, Community Services, Community Development, Public Works, Department of Transportation, City Clerk, Library, Human Resources and Finance departments and also Non-departmental.

The annual General Fund operating cost of these departments can be expressed as a cost per “resident equivalent” for the City. This approach translates Project jobs to “resident equivalents” based on the time they work in the City, plus the number of residents from the Project’s new dwelling units using average household sizes. The annual cost of operating the relevant City departments is based on the FY 2021-23 Adopted Biennial Budget and related budget updates, and factored for the daytime population of the City, including residents who live and work in the City, in-commuting workers and hotel guests.

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Packet Pg. 726 Attachment: Attachment K HR&A Economic and Fiscal Impact Analysis Ocean Ave Project 7-14-2022 (4857 : Ocean Avenue Project

MEMORANDUM
DATE: January 27, 2020
TO: Roxanne Tanemori, AICP, Principal Planner
Planning and Community Development Department
City of Santa Monica
FROM: Robert Chattel, AIA, President
Olivia White, Associate II
Chattel, Inc.

RE: Ocean Avenue Project, Santa Monica, California
Conformance Recommendations
This memorandum provides conformance recommendations for the Ocean Avenue Project (proposed project), located at 101 Santa Monica Boulevard, 129 Santa Monica Boulevard, 1333 Ocean Avenue, 1337 Ocean Avenue, and 1327 Ocean Avenue (subject property, AINS: 4291-014, -016, -017, 018, -024, -025, project site). The proposed project consists of demolition of some existing buildings and surface parking lots, relocation and rehabilitation of two City of Santa Monica (City) designated Landmarks, new construction, and new subterranean parking. The Landmarks include 1333 Ocean Avenue (Queen Anne Landmark) and 1337 Ocean Avenue (Spanish Colonial Revival Landmark; collectively Landmark Buildings). This memorandum provides background information on the subject property, provides an overview of concept level design specifically focusing on the Landmark Buildings, and makes recommendations for future design development to achieve a project in conformance with the Secretary of the Interior’s Standards for the Treatment of Historic Properties (Secretary’s Standards). Refer to Attachment A for contemporary photographs, Attachment B for historic photographs, Attachment C for the Statements of Official Action for the Landmark Buildings, Attachment D for project drawings, Attachment E for Landmark Buildings Sequence of Relocation. Project drawings contained in Attachment D are intended to depict the concept layout of the proposed project in plans, sections, elevations, and axonometric drawings. It should be understood that the narrative contained in this report further supplements the diagrammatic nature of the project drawings.

This conformance recommendations memorandum will be supplemented in future stages of the proposed project with a detailed conformance review of design drawings.

Background
The subject property is located on the southern portion of the block bounded by Ocean Avenue between Santa Monica Boulevard, Arizona Avenue, and Second Street. It contains two Landmark Buildings: the Queen Anne Landmark currently located at 1333 Ocean Avenue and the Spanish Colonial Revival Landmark currently located at 1337 Ocean Avenue. The Queen Anne Landmark was designated a City Landmark on May 14, 2001, under Criteria 1, 4, and 6. The Statement of

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Official Action for designation (STOA; Attachment C) describes the significance of the subject property in detail:

The structure exemplifies, symbolizes, or manifests elements of the cultural, social, economic, political, or architectural history of the City in that it was constructed circa 1906 and retains sufficient architectural integrity and historical context to reflect the early residential development of the City. The subject property is one of the sole surviving property types along Ocean Avenue that illustrates the early history of Santa Monica.

The structure embodies distinguishing architectural characteristics valuable to a study of a period, style, method of construction or the use of indigenous materials or craftsmanship; or is a unique or rare example of an architectural design, detail, or historical type to such a study. This Queen Anne-style residence incorporates many of the trademarks of its type, including clapboard cladding, roof treatments with boxed eaves and exposed rafter tails, dentils, and a steeply pitched roof. The two-story shingled tower is another classic feature associated with this idiom.

The structure has a unique location and is an established familiar visual feature of the City in that it is a rare example of a turn-of-the-century property lining the original development along Ocean Avenue. The small remaining cluster of structures, including this property and the Gussie Moran House, mark some of the few surviving properties that illustrate what Ocean Avenue was like when it was once a eucalyptus lined street developed with late 19th and early 20th century residences.

Queen Anne Landmark Character-Defining Features
Below is a list of character-defining features of the Queen Anne Landmark. Character-defining features are based on the STOA as well as observations made on multiple site visits by Chattel. • Siting on Ocean Avenue facing west
• Asymmetrical primary west elevation
• Horizontal wood clapboard siding and wood shingle siding • Steeply pitched cross-gable roof
• Boxed eaves with dentils and exposed rafter tails
• Tower
• Partial length porch at first floor
• Integral porch on second floor of west elevation
• Recessed entry on west elevation
Below is a list of character-defining features which are no longer present or have previously been altered. These features have been identified through review of historic photographs assembled recently.
• Full height of tower, which historically extended to at or above the roof ridgeline and included a widow’s walk
• Full length of second floor porch, now cut off at the north • Open porch on first floor, now enclosed
• Brick chimney
Queen Anne Landmark Period of Significance

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The period of significance of the Queen Anne Landmark is 1906, its year of construction. It was at this time that it retained all character-defining features of its style of architecture including open porch, wood clapboard siding and wood shingles, boxed eaves with dentils and exposed rafter tails, ornamented eave, and full height tower with widow’s walk. This was also when this block of Ocean Avenue was primarily composed of residential buildings, many turn-of-the-century houses designed in the Queen Anne style, including the Gussie Moran House (1323 Ocean Avenue, circa 1891), the John and Georgina Jones Mansion (101 Wilshire Boulevard/ 1133 Ocean Avenue, 1888, no longer extant), and the Roy Jones House at (1007 Ocean Avenue, circa 1890, relocated to 2612 Main Street). See Attachment B for historic photographs of the Landmark Buildings and these turn-of-thecentury houses.

The Spanish Colonial Revival Landmark was designated a City Landmark on August 9, 2004 under Criteria 1, 4, and 6. The Statement of Official Action for designation (STOA; Attachment C) describes the significance of the subject property in detail:

The property at 1337 Ocean Avenue is located within the original Town of Santa Monica Tract just west of the central business district. The subject property manifests elements of the City's architectural history in that the two-story Spanish Colonial Revival structure was built in 1926 and retains the essential physical features that constitute this style including stuccoed walls, red clay tile roof highlights, wrought iron balconettes, and arched shaped window and door openings. In the 1920s and 30s the period during which this property was built, this area of the City experienced a development boom as the City transitioned to a year-round resort community. The Spanish Colonial style of structure is especially popular during this era of the City's development and was key to the architectural history and character of the City…Thus, this property is particularly noteworthy in that when it was constructed, it extended the downtown commercial area northward at a time when Ocean Avenue was largely developed for residential uses in that direction. Furthermore, while the property is one of several multi-family dwellings of this style on Ocean Avenue, it is distinct in that it is the only example designed with a commercial space. Given these circumstances, the property reflects and manifests the evolutionary urban development of the City’s architectural history, particularly along Ocean Avenue and maintains sufficient integrity to continue to reflect this development.

Spanish Colonial Revival Character-Defining Features
Below is a list of character-defining features of the Spanish Colonial Revival Landmark. Characterdefining features are based on the STOA as well as observations made on multiple site visits by Chattel.
• Siting on Ocean Avenue facing west
• Symmetrical primary west elevation
• Rectangular shape
• Stucco clad exterior walls
• Shed roofs clad in red clay barrel tiles
• Wrought iron balconettes
• Second floor balconies
• Arched window and door openings
• Arched wing walls
• Double sash multilight doors
• Centered entry

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Below is a list of character-defining features which are no longer present or have previously been altered. These features have been identified through review of historic photographs assembled recently.
• Center entrance door surround with spiraled columns
• Wall ornamentation on first and second floors of west elevation • Turned balusters at second floor balconies
• Multi-light windows on the west elevation (some remain)1 Spanish Colonial Revival Landmark Period of Significance The period of significance of the Spanish Colonial Revival Landmark is 1926, its year of construction. It was at this time that it retained all character-defining features of its style of architecture including center entrance door surround, wall ornamentation, turned wood spindle balconies, and multi-light windows. This is also when this block of Ocean Avenue retained a combination of turn-of-the-century residences as well as more contemporary mixed-use commercial buildings, such as the subject property. In addition, this time period was the height of the popularity of the Spanish Colonial Revival style; other buildings constructed in this style in Santa Monica include the Embassy Hotel Apartments (1001 3rd Street, 1927), the Santa Monica Professional Building (700 Wilshire Boulevard, 1928), and the Sovereign Apartments/Hotel (205 Washington Boulevard, 1928), all constructed soon after the Spanish Colonial Revival Landmark.

Proposed Project
Overview
The proposed project would redevelop an approximately 82,500-square foot (1.89-acre) site on the northeast corner of Ocean Avenue and Santa Monica Boulevard. The proposed project includes demolition of two commercial buildings: 1327 Ocean Avenue located on the lot immediately north of the Queen Anne Landmark and 101 Santa Monica Boulevard, three lots south of the Spanish Colonial Revival Landmark, and surface parking lots at 101 Santa Monica Boulevard. The proposed project also includes demolition of the rear structures (which are not City-designated Landmarks) at 1327 Ocean Avenue and 1337 Ocean Avenue. The proposed project would include a hotel, apartments, cultural uses, a public observation deck, retail/restaurants, open space, and subterranean parking. The proposed Cultural Use Campus would incorporate the Queen Anne Landmark and Spanish Colonial Landmark, which would be rehabilitated, restored, and relocated on the northern portion of the proposed project site along Ocean Avenue, and would include construction of a new building located to the east of the Landmark Buildings. The proposed project would include below-grade floor area that would be used for hotel, residential, retail/restaurant and cultural uses. The Santa Monica Boulevard and Second Street frontages of the project site do not contain historic resources.

Landmark Buildings Relocation
As part of the proposed project, the Landmark Buildings would go through a two-step relocation from their current locations to new locations on the project site. Following demolition and site preparation, the Landmark Buildings would be stabilized in preparation for a move to a temporary location.

Temporary locations for the Landmark Buildings would be prepared near the current location of the surface parking lot on the 101 Santa Monica Boulevard site. Prior to the relocation of the Landmark Buildings, I-beam shoring would be installed in the crawl space beneath the bearing walls and posts would be installed to provide lateral support. The Landmark Buildings would then be carefully 1 Some windows were originally single pane.

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separated from their existing foundations, lifted and supported on a series of stabilized girders, and relocated to their temporary locations on the 101 Santa Monica Boulevard site. Refer to Attachment E: Landmark Buildings Sequence of Relocation. Refer to the construction details contained in the Environmental Impact Report for additional detailed information.

Once the Landmark Buildings are moved to their temporary locations, permanent foundations for the Landmark Buildings on the northern portion of the project site would be prepared. After their permanent foundations are prepared, the Landmark Buildings would be moved to their permanent locations for incorporation into the Cultural Use Campus. After the Landmark Buildings are placed on their permanent foundations, excavation would occur under and around them for construction of the basement level of the Cultural Use Campus and subterranean parking. The new building for the Cultural Use Campus would be constructed east of the Landmark Buildings, and the three buildings would collectively become one cohesive complex. The relocation of the Landmark Buildings would be guided by professional standards in Moving Historic Buildings by John Obed Curtis (National Park Service, 1979).

Landmark Buildings Relocation, Rehabilitation and Restoration The proposed project includes rehabilitation of the Landmark Buildings with some restoration to incorporate them into the Cultural Use Campus. The proposed project includes a creative design to incorporate the Landmark Buildings into the Cultural Use Campus while still conforming to the Secretary’s Standards. Below is an overview of the proposed treatment to the Landmark Buildings following their relocation and reinstallation on new foundations.

In evaluating historic properties, the National Park Service reviews whether a property has integrity, meaning whether a property is able to convey its significance. There are seven aspects of integrity:
location, setting, design, materials, workmanship, feeling, and association. In the proposed project, the Landmark Buildings would retain all aspects of integrity following relocation and rehabilitation.

However, in order for a property to retain integrity, it need not retain all aspects of integrity, but should retain several or most aspects.2 The proposed project was designed to ensure the Landmark Buildings would continue to retain most aspects of integrity so that they would be able to continue to convey the significance as described in their respective STOAs. An integrity analysis following relocation is provided to provide further information on how the Landmark Buildings would continue to retain integrity in the proposed project.

Landmark Buildings Relocation
The proposed project includes relocation of the Landmark Buildings. The Queen Anne Landmark and the Spanish Colonial Revival Landmark would trade locations, with the Spanish Colonial Revival Landmark being located proximate to the current location of 1327 Ocean Avenue on the north end of the project site, and the Queen Anne Landmark being located proximate to the current location of the Spanish Colonial Revival Landmark. Both would retain their orientation toward the street as well as the approximate depth of their respective existing, historic setbacks.

In 1926 this block of Ocean Avenue was a combination of turn-of-the-century residences and newer commercial buildings. As evidenced by historic photographs and Sanborn Maps, immediately south of the Spanish Colonial Landmark was a one-story building, and the two lots south of the one-story building were two multi-story American Colonial Revival style residences. Currently, this block of Ocean Avenue is a combination of surface parking lots, and early to mid-twentieth century buildings, with the Gussie Moran House and the Queen Anne Landmark as the only remaining examples of buildings designed as single-family residences. Therefore, since the setting of the Landmark 2 “How to Evaluate the Integrity of a Property,” U.S. Department of the Interior, National Park Service, https://www.nps.gov/nr/publications/bulletins/nrb15/nrb15_8.htm.

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Buildings has already changed substantially, relocating them would not have a negative impact on their integrity of setting.

The Spanish Colonial Revival Landmark was designated in part because it is associated with the continuation of the downtown commercial district toward the north in the 1920s. The STOA also identifies its relationship to the Gussie Moran House (1323 Ocean Avenue, built circa 1891, designated 1979), and the Queen Anne Landmark. Thus, the designation of the Spanish Colonial Revival Landmark is tied to its proximity to these adjacent Landmark Buildings. By retaining the Landmark Buildings, this historic pattern of development on Ocean Avenue is retained. The proposed new locations for the Landmark Buildings put them in closer proximity to the Gussie Moran House, which strengthens the visual understanding of the historic appearance of Ocean Avenue in the 1920s. In the proposed project, the Landmark Buildings would continue to convey the sense of Ocean Avenue in the 1920s as a street that contained a combination of early examples of residential architecture alongside newer commercial buildings.

The Landmark Buildings are being relocated on-site and adaptively reused as part of the proposed project as opposed to being relocated off-site. The proposed relocation is preferable because the Landmark Buildings will retain integrity of setting, as well as integrity of design, materials, workmanship, feeling, and association.

Once the buildings are relocated, they will be rehabilitated and incorporated into a new Cultural Use Campus. New construction would connect to both Landmark Buildings. A new one-story gallery entry lobby would be constructed between the Landmark Buildings, connecting with the south elevation of the Spanish Colonial Revival Landmark and the north elevation of the Queen Anne Landmark. New construction would be added to the east of the Landmark Buildings and would incorporate the east elevations of the Landmark Buildings to create a cohesive complex.

Queen Anne Landmark Rehabilitation and Restoration
In the proposed project, following relocation, the Queen Anne Landmark would retain its compass orientation facing west, its current setback from Ocean Avenue, and its proximate relationship to grade through retention of a raised foundation.

The primary (west) elevation of the Queen Anne Landmark would be restored based on physical evidence and historic documentation. The tower and widow’s walk would be restored to its full height and would be clad in wood siding as it was historically. The enclosed porch on the first floor would be opened. First floor porch column capitals would be restored to their original appearance. The integral porch on the second story would be restored to its full length, extending in front of the north window. The gable ornamentation previously removed would be restored. The north window would be restored. The chimney would be accurately reconstructed above the roof only (to the extent permitted by Code) and the roof would receive new wood shingle roofing material.

The north elevation has previously received few to no alterations. In the proposed project this elevation would be altered to be incorporated into the Cultural Use Campus. A rectangular-shaped opening would occur roughly centered on the first floor to connect to what is proposed to be a gallery entry lobby. This opening would be approximately as wide as the eaves of the second-floor dormer and would remove four existing windows and an existing door at the first floor. The second-floor dormer would be retained, and all remaining exterior wall finishes would be retained and rehabilitated. See Attachment F for existing and proposed views of this elevation.

The east elevation has previously been altered through the addition of a door and bridge at the second floor. In the proposed project the door and bridge would be removed. In the proposed project, a rectangular-shaped opening would be cut at the proximate location of first floor windows

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and door and would open into a hallway connecting to other portions of the new construction. The second-floor dormer would be retained and would be visible inside of the new construction.

The south elevation has previously been substantially altered. Currently the building has three gables at the second floor, though based on historic photographs it originally had one. The one original gable, roughly centered on the elevation, would be restored. At the first floor, porch supports and curved brick stairs (both of which are alterations) would be removed. While most of this elevation would be visible, a portion of the east end would be incorporated inside the new construction.

The building currently has a contemporary asphalt shingle roof, but historically had a wood shingle roof. Existing roofing material would be removed, and new flame-retardant wood shingles would be installed.

Spanish Colonial Revival Landmark Rehabilitation and Restoration In the proposed project, following relocation, the Spanish Colonial Revival Landmark would retain its compass orientation facing west, its current minimal setback on Ocean Avenue, and its proximate relationship to grade. Currently there are terra cotta pavers in front of the centered entrance door which would either be salvaged and reinstalled or replaced in-kind following relocation. It currently has a slab on grade foundation and would have a new foundation proximate to its original grade following relocation.

The primary (west) elevation of the Spanish Colonial Revival Landmark would be restored based on physical evidence and historic documentation. This elevation originally featured several cast stone ornamentation features. This includes the center entrance door surround, which would be accurately reconstructed based on historic photographs and physical evidence. Cast stone sconces above the north and south windows at the first floor would be reconstructed. Cast stone wall ornamentation including a panel above the door and a round flourish at the top of the gable wall would be reconstructed. New compatible (i.e., historically appropriate) metal sconces would be installed on either side of the center entrance door surround. Where windows and doors have been altered, new compatible (i.e., historically appropriate) windows and doors would be installed and would have the same muntin pattern as they did historically. At the second floor, previously covered over open railings would be restored and cast stone balusters would be reconstructed.

The north elevation has previously been minimally altered. In the proposed project it would receive few alterations and would be minimally visible due to its new location at the northern portion of the site, adjacent to the Gussie Moran House to the north which has a tall hedge in the front yard setback. It would retain its essential form and massing, though some windows may become blind windows to accommodate the function of the proposed interior galleries. This would be achieved likely through the installation of Mecho shadecloth on the interior, or by a similar, reversible method.

On the interior of the building a wall would be installed inset of the windows.

The east elevation has previously been substantially altered with a one-story addition at the first floor, and a wood porch at the second floor. In the proposed project, these alterations would be removed. This elevation would receive an addition slightly narrower in massing than the historic building. This addition would connect the Landmark Building and new building by extending the gallery space on the interior. The addition is slightly inset from the north and south elevations of the Landmark Building to delineate the historic and new buildings. The addition would connect to the new construction to the east.

The south elevation has previously been altered. At the west end of the first floor, an inset archway where there was previously a door now contains a rectangular greenhouse window. The door in the

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inset archway on the north elevation is intact. At the west end of the second floor, a window which was previously casement has been altered to become a hung window. The casement window in the same location on the north elevation is intact. At the east end of the south elevation, two windows have been added at the second-floor overhang. These windows are not present on the north elevation and historically did not exist. In the proposed project, the south elevation would receive alterations, and the majority of the elevation would remain visible.

At the first floor, where windows have been replaced, new windows would be installed to match historic. The greenhouse window in the inset archway would be removed and replaced with a door based on documentation. This door would be fixed shut. At the second floor, existing historic fenestration pattern would remain. Where windows have been replaced, new windows would be installed to match historic based on documentation. Windows at the second floor would be rehabilitated and fixed shut in-situ. In order to accommodate the proposed interior galleries, all of these windows would become blind through the installation of Mecho shadecloth on the interior, or by a similar, reversible method. On the interior of the building a wall would be installed inset of the windows. The shed roof on the east, cantilevered portion of this elevation would be retained. Nonoriginal windows on the cantilevered portion of this elevation would be removed.

Terra cotta roof tiles on shed roofs of the building would be removed, salvaged, and reinstalled.

Deteriorated or broken terra cotta roof tiles would be replaced in-kind to match historic.

Integrity of Landmark Buildings Following Relocation and Rehabilitation Following relocation, the Landmark Buildings would retain integrity as described below:

Location-Both Landmark Buildings would be moved from their original locations to new locations on lots immediately adjacent to where each were originally constructed. Due to this relocation the Landmark Buildings would suffer some loss of location. However, since they are being relocated adjacent to their original location and would retain their compass orientation and proximate setbacks, overall the Landmark Buildings would continue to retain integrity of location.

Design-The Landmark Buildings are designed in two different and distinct period styles of architecture, and both were designed to face Ocean Avenue. Following relocation, the Landmark Buildings would retain their compass orientations facing west toward Ocean Avenue. The shape and massing of the respective Landmark Buildings would be retained. The Landmark Buildings would be incorporated into new construction, and exterior walls included on the interior of the new construction would retain and display original design and materials including exterior wall materials and fenestration patterns. Both Landmark Buildings were originally constructed with distinct historic ornamental features; some of which are extant, some which have been altered or removed. Missing historic features of the Queen Anne Landmark include the full height corner tower with widow’s walk; full length second floor porch, now cut off at the north; open porch on first floor, now enclosed; first floor porch column capitals; gable ornamentation; and brick chimney. As part of the rehabilitation of the Queen Anne Landmark, all of these features would be restored or reconstructed based on physical evidence and documentation. Missing historic features of the Spanish Colonial Revival Landmark include center entrance door surround with spiraled columns, sconces above the north and south windows at the first floor, wall ornamentation on first and second floors of west elevation, sconces on either side of the center entrance door surround turned balusters at second floor balconies, and multi-light windows on the west elevation (some extant). Extant historic features will be retained and rehabilitated. As part of the rehabilitation of the Spanish Colonial Revival Landmark, all of these features would be restored/reconstructed based on physical evidence and documentation. As discussed in Materials below, extant historic features of both Landmark Buildings will be retained and rehabilitated. Therefore, the Landmark Buildings would retain integrity of design.

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Setting-The Landmark Buildings have previously suffered losses of integrity of setting, as the lot adjacent to the Spanish Colonial Revival Landmark, which was previously a two-story single-family residence, then became a one-story commercial building, and subsequently the extant surface parking lot. As evidenced by historic photographs and maps, the lot to the north of Queen Anne Landmark was previously a one-story building at the front of the lot, this lot is currently occupied by a two-story commercial building that extends east the full length of the lot. Following relocation, the Landmark Buildings would be put in closer proximity to the Gussie Moran house, another early twentieth century building, which would be an improvement to their setting. Though relocated, the Landmark Buildings new locations would be proximate to their original locations and would still be located adjacent to each other. Both Landmark Buildings would retain their compass orientation and proximate setbacks. Therefore, the setting of the Landmark Buildings would improve following relocation and they would retain integrity of setting.

Materials-Following relocation, the Landmark Buildings would retain all existing historic materials except their original foundations but including historic wall materials, windows, doors, roofs, and ornamentation. The Queen Anne Landmark would retain its original wood siding and wood windows and frames. Bricks from the original foundation would be salvaged and reinstalled as veneer on a portion of the new foundation. Any materials in poor condition would be repaired or replaced in-kind.

Previously removed historic materials including wood ornamentation on west elevation, wood shingle roof, wood open front porch, and brick chimney would be restored or reconstructed based on physical evidence and documentation. The Spanish Colonial Revival Landmark would retain its stucco exterior, red clay barrel tiles on shed roofs, original wood windows and doors, and wrought iron balconettes. Any materials in poor condition would be repaired or replaced in-kind. Previously removed historic materials including the center entrance door surround with spiral columns, cast stone sconces above the north and south windows at the first floor, cast stone wall ornamentation on first and second floors of west elevation, metal sconces on either side of the center entrance door surround, and cast stone turned balusters at second floor balconies, would be restored or reconstructed based on physical evidence and documentation. Therefore, the Landmark Buildings would retain integrity of materials.

Workmanship-Following relocation and rehabilitation, the Landmark Buildings would retain integrity of design and materials as described above. Therefore, the Landmark Buildings would also retain integrity of workmanship.

Feeling-Following relocation and rehabilitation, the Landmark Buildings would retain integrity of feeling because they would be relocated in closer proximity to the Gussie Moran house, which would strengthen their association with the early twentieth century pattern of development on Ocean Avenue related to their respective designations. Therefore, the Landmark Buildings would retain integrity of feeling.

Association-Following relocation and rehabilitation, the Landmark Buildings would retain integrity of association because they would continue to be able to convey their significance as early twentieth century resources associated with this period of development on Ocean Avenue. Therefore, the Landmark Buildings would retain integrity of association.

Recommendations
The compatibility of the proposed work will be reviewed in a future conformance review following the development of design drawings.

This conformance recommendations report documents character-defining features of the Landmark Buildings based on the respective STOAs and observations made during multiple site visits. Future design drawings should not alter or remove any character-defining features. All proposed restoration

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to missing or altered features of the Landmark Buildings should be based on physical evidence and historic documentation. Restoration should not put back any feature which cannot be accurately documented, and no alteration should be made which would give a false sense of history. All proposed additions should be located on secondary elevations of the Landmark Buildings and should be reversible so that if they were to be removed in the future the essential form and integrity of the buildings would not be impaired.

Prior to removal of the Landmark Buildings from their current foundations, the existing conditions of the Queen Anne Landmark and Spanish Colonial Landmark would be documented through field photographs and written descriptions including documenting the Landmark Buildings’ characterdefining features. This documentation would be reviewed and approved by the Landmarks Commission Planning Staff liaison with consultation with other City staff as necessary before issuance of any permits.

Conclusion
The proposed project incorporates, rehabilitates and restores the Landmark Buildings, which ensures their long-term use and protection. Future design drawings should utilize the recommendations contained herein in order to ensure the proposed project conforms with the Secretary’s Standards and would be subject to review for a Certificate of Appropriateness by the Landmarks Commission.

Attachments
Attachment A: Contemporary Images
Attachment B: Historic Images
Attachment C: Statements of Official Action
Attachment D: Project Drawings
Attachment E: Sequence of Relocation

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Packet Pg. 736 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Attachment A:

Contemporary Images
Ocean Avenue Project
Santa Monica, CA

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Packet Pg. 737 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 1: Proposed project site, view northeast (Chattel, 2018) Image 2: Proposed project site, 1327 Ocean (left), Queen Anne Landmark (middle), Spanish Colonial Revival Landmark (right), west elevations, view east (Chattel, 2018)

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Packet Pg. 738 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 3: Spanish Colonial Revival Landmark, west elevation, view east (Chattel, 2018)
Image 4: Queen Anne Landmark, west elevation, view east (Chattel, 2018)

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Packet Pg. 739 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 5: Queen Anne Landmark, west elevation, view east (Chattel, 2018) Image 6: Front steps, recessed entry, enclosed porch (Chattel, 2018)

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Packet Pg. 740 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 7: Queen Anne Landmark, west elevation, view southeast (Chattel, 2018) Image 8: Queen Anne Landmark, second floor, west elevation, view southeast (Chattel, 2018)

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Packet Pg. 741 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 9: Queen Anne Landmark, tower, south elevation, view north (Chattel, 2018) Image 10: Queen Anne Landmark, tower, second floor, north elevation, view south (Chattel, 2018)

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Packet Pg. 742 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 11: Queen Anne Landmark, south elevation, view northwest (Chattel, 2018) Image 12: Queen Anne Landmark, detail of bay window, south elevation, view northwest (Chattel, 2018)

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Packet Pg. 743 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 13: Queen Anne Landmark, south elevation, view north (Chattel, 2018) Image 14: Queen Anne Landmark, south elevation, view north (Chattel, 2018)

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Packet Pg. 744 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 15: Queen Anne Landmark, east elevation, view northwest (Chattel, 2018) Image 16: Queen Anne Landmark, east elevation, view west (Chattel, 2018)

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Packet Pg. 745 Attachment: Attachment L Applicant Chattel Conformance Review Part 1 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 17: Queen Anne Landmark, east elevation (left) and north elevation (right), view southwest (Chattel, 2018)
Image 18: Queen Anne Landmark, north elevation, view south (Chattel, 2018)

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Packet Pg. 746 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 19: Spanish Colonial Revival Landmark, west elevation, view east (Chattel, 2018)
Image 20: Spanish Colonial Revival Landmark, south elevation, view north (Chattel, 2018)

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Packet Pg. 747 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 21: Spanish Colonial Revival Landmark, east elevation, view west (Chattel, 2018)
Image 22: Spanish Colonial Revival Landmark, east elevation, view west (Chattel, 2018)

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Packet Pg. 748 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 24: Spanish Colonial Revival Landmark, south elevation, view west (Chattel, 2018)
Image 23: Spanish Colonial Revival Landmark, south elevation, view west (Chattel, 2018)

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Packet Pg. 749 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 25: Spanish Colonial Revival Landmark, south elevation, view east (Chattel, 2018)
Image 26: Spanish Colonial Revival Landmark, south elevation, view east (Chattel, 2018)

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Packet Pg. 750 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 27: Spanish Colonial Revival Landmark, east eelvation, view southwest (Chattel, 2018)
Image 28: Spanish Colonial Revival Landmark, north elevation, view south (Chattel, 2018)

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Packet Pg. 751 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project--Preliminary Conformance Review
Attachment A: Contemporary Images
Chattel, Inc. | Historic Preservation Consultants
Image 29: Spanish Colonial Revival Landmark, north elevation, view south (Chattel, 2018)
Image 30: Spanish Colonial Revival Landmark, north elevation, view south (Chattel, 2018)

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Packet Pg. 752 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Attachment B:

Historic Images
Ocean Avenue Project
Santa Monica, CA

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Packet Pg. 753 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 1: Queen Anne Landmark, west elevation, view east (Real photo postcard, 1907)
Image 2: Queen Anne Landmark and Spanish Colonial Revival Landmarks identified in red (courtesy of Roger Genser, circa 1930s)

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Packet Pg. 754 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 3: Queen Anne Landmark and Spanish Colonial Revival Landmark identified in red (courtesy of

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Packet Pg. 755 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 4: Queen Anne Landmark, west elevation, view east (Real photo postcard, 1907)
Image 5: Queen Anne Landmark (Real photo postcard, back side, 1907)

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Packet Pg. 756 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 6: Queen Anne Landmark (Santa Monica Public Library, 1976)

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Packet Pg. 757 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 7: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, circa 1928) Image 8: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, 1931)

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Packet Pg. 758 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 9: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, 1931) Image 10: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, 1931)

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Packet Pg. 759 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 11: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, 1931) Image 12: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, circa 1928)

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Packet Pg. 760 Attachment: Attachment L Applicant Chattel Conformance Review Part 2 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 13: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, 1931) Image 14: Spanish Colonial Revival Landmark (courtesty of Mike Mallory, 1931)

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Packet Pg. 761 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 15: Spanish Colonial Revival Landmark (Santa Monica Public Library, 1976)

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Packet Pg. 762 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 16: Ocean Avenue, view northeast (Santa Monica Public Library, circa 1900) Image 17: Ocean Avenue, view north (Santa Monica Public Library, circa 1900)

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Packet Pg. 763 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 18: Ocean Avenue, view northeast (Santa Monica Public Library, circa 1900) Image 19: Roy Jones House, 1007 Ocean Avenue (relocated to 2612 Main Street) (Santa Monica Public Library, 1906)

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Packet Pg. 764 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Ocean Avenue Project-Preliminary Conformance Review
Attachment B: Historic Images
Chattel, Inc. | Historic Preservation Consultants
Image 20: The Perry House, 250 Ocean Avenue (no longer extant) (Santa Monica Public Library, 1902)
Image 21: John and Georgina Jones House, Miramar (no longer extant) (USC digital archive, circa 1900)

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Packet Pg. 765 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180

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Packet Pg. 766 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Attachment C:

Statements of Official Action
Ocean Avenue Project
Santa Monica, CA

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Packet Pg. 772 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180

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Packet Pg. 774 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 Attachment D:

Project Drawings
Ocean Avenue Project
Santa Monica, CA

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Packet Pg. 776 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180

SANTA MONICA OCEAN AVENUE PROJECT

HISTORICAL BUILDING DESIGN APPROACH
January 24, 2020
PAGE 1

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Packet Pg. 777 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue EXISTING SITE EXISTING SITE PAGE 2

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Packet Pg. 778 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue EXISTING SITE DETAIL PAGE 3

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Packet Pg. 779 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue PROPOSED HISTORICAL BUILDING LOCATIONS PAGE 4

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Packet Pg. 780 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue QUEEN ANNE PAGE 5

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Packet Pg. 781 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

QUEEN ANNE HISTORICAL BUILDING

AS-BUILT SURVEY MODEL
PAGE 6

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Packet Pg. 782 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

QUEEN ANNE HISTORICAL BUILDING

NEW TOWER
PAGE 7

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Packet Pg. 783 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

QUEEN ANNE HISTORICAL BUILDING

RESTORING SOUTH DORMERS
PAGE 8

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Packet Pg. 784 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

QUEEN ANNE HISTORICAL BUILDING

RESTORING FRONT FACADE
PAGE 9

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Packet Pg. 785 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

RESTAURANT KITCHEN
1187 SF

RESTAURANT

GUEST LOBBY

SERVICE / OBS

ELECTRICAL SWITCHBOARD
ROOM
414 SF GENERATOR ROOM
639 SF SECURITY OFFICE
210 SF

BUILDING ABOVE

RESTAURANT KITCHEN
1187 SF

RESTAURANT

GUEST LOBBY

SERVICE / OBS

ELECTRICAL SWITCHBOARD
ROOM
414 SF GENERATOR ROOM
639 SF SECURITY OFFICE
210 SF DN UP
DN

UP DN UP
EL. +78'-6"
EL. +78'-6"
EL. +80'-0" EL. +77'-11"
(ONE HISTORIC
STEP REMOVED) 2% SLOPE MUSEUM

ENTRANCE
BOH

GALLERY
1663 SF GALLERY
ENTRY
LOBBY
1016 SF MUSEUM
STORE
1888 SF

GALLERY
2336 SF MUSEUM

LOADING
1036 SF MUSEUM

SERVICES
548 SF DNUP 1.5% SLOPE

1.5% SLOPE 1:12 RAMP

78.5' 78' 77.5' 77'
78'
78'
EL. +79'-6"
EL. +79'-4"
EL. +78'-6"
1:12 RAMP
UP
UP
UP
EL. +78'-6" EL. +80'-0"
2007-032
THE
OCEAN
AVENUE

PROJECT
GEHRY PARTNERS, LLP. ARCHITECT

CLIENT WORTHE REAL ESTATE GROUP
TRUE NORTH SK-290.10
03/02/2019
1/8"=1'-0" MUSEUM

PARTIAL PLAN
LEVEL 01
Conceptual Plan
for Reference Only
Design Work in Progress
PAGE 10

QUEEN ANNE PROPOSED

DESIGN CONFIGURATION

INTERIOR FINISH FLOOR

MAINTAINED ALONG

EXTERIOR FACADE TO

PRESERVE CORRECT

RELATIONSHIP TO

WINDOWS

ONE EXTERIOR STEP

REMOVED LOWERING THE

QUEEN ANNE RELATIONSHIP
TO GRADE BY APPROX 6" INTERIOR RAMP ADDED FOR

ACCESSIBILITY

EXPOSED BRICK

FOUNDATION MAINTAINED

AND NOT REDUCED MORE
THAN 6-12 INCHES

EXPOSED BRICK

FOUNDATION MAINTAINED

ON INTERIOR CLOSE TO

ORIGINAL HEIGHT

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Packet Pg. 786 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

QUEEN ANNE HISTORICAL BUILDING

SECTION VIEW FACING SOUTH
PAGE 11

KEY PLAN

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Packet Pg. 787 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

PROPOSED QUEEN ANNE HISTORICAL BUILDING

SECTION VIEW FACING SOUTH
PAGE 12

KEY PLAN

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Packet Pg. 788 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

PROPOSED QUEEN ANNE HISTORICAL BUILDING

INTERIOR VIEW FACING NORTH EAST
PAGE 13

KEY PLAN

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Packet Pg. 789 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

APPROXIMATE LINE

OF EXISTING BRICK
FOUNDATION.

PROPOSED QUEEN ANNE HISTORICAL BUILDING

INTERIOR VIEW FACING WEST
PAGE 14

KEY PLAN

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Packet Pg. 790 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

PROPOSED QUEEN ANNE HISTORICAL BUILDING

INTERIOR VIEW FACING NORTH

QUEEN ANNE (LEFT)
PAGE 15

KEY PLAN

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Packet Pg. 791 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

PROPOSED QUEEN ANNE HISTORICAL BUILDING
INTERIOR VIEW FACING SOUTH (LEVEL 2)

QUEEN ANNE (RIGHT)
PAGE 16

KEY PLAN

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Packet Pg. 792 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

STRIP WINDOW ADDED TO

ACHIEVE A LIGHTER INTERFACE
WITH QUEEN ANNE ROOF. TO BE

FURTHER DEVELOPED IN
SCHEMATIC DESIGN. PROPOSED QUEEN ANNE HISTORICAL BUILDING DETAILED INTERIOR VIEW FACING SOUTH (LEVEL 2)

QUEEN ANNE (RIGHT)
PAGE 17

KEY PLAN

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Packet Pg. 793 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

SPANISH COLONIAL
PAGE 18

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Packet Pg. 794 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

SPANISH COLONIAL BUILDING

AS-BUILT SURVEY MODEL
PAGE 19

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Packet Pg. 795 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

SPANISH COLONIAL BUILDING

CORRECTIONS
PAGE 20

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Packet Pg. 796 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

SPANISH COLONIAL BUILDING

ALTERATIONS - EXTERIOR FACADES PRESERVED,

SIMPLIFIED GEOMETRY AT INTERIORS AND REAR

EXTENDED GALLERY MASSING

EXTENDED GALLERY

MASSING DOOR WITHIN ARCHWAY PORTAL
REMOVED. REPLACED FINISH TO
BE REVIEWED AT A LATER DATE. PAGE 21

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Packet Pg. 797 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

SPANISH COLONIAL BUILDING

AS-BUILT SURVEY MODEL
PAGE 22

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Packet Pg. 798 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

SPANISH COLONIAL BUILDING

CORRECTIONS
PAGE 23

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Packet Pg. 799 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

SPANISH COLONIAL BUILDING

CORRECTIONS

SPANISH COLONIAL BUILDING

ALTERATIONS - EXTERIOR FACADES PRESERVED,

SIMPLIFIED GEOMETRY AT INTERIORS AND REAR

EXTENDED GALLERY MASSING

EXTENDED GALLERY

MASSING

DOOR WITHIN ARCHWAY PORTAL
REMOVED. REPLACED FINISH TO
BE REVIEWED AT A LATER DATE.

STEP MAINTAINED TO CLARIFY LINE

BETWEEN THE ORGINAL BUILDING
AND GALLERY EXTENSION. PAGE 24

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Packet Pg. 800 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

RESTAURANT KITCHEN
1187 SF

RESTAURANT

GUEST LOBBY

SERVICE / OBS

ELECTRICAL SWITCHBOARD
ROOM
414 SF GENERATOR ROOM
639 SF SECURITY OFFICE
210 SF

BUILDING ABOVE

RESTAURANT KITCHEN
1187 SF

RESTAURANT

GUEST LOBBY

SERVICE / OBS

ELECTRICAL SWITCHBOARD
ROOM
414 SF GENERATOR ROOM
639 SF SECURITY OFFICE
210 SF DN UP
DN

UP DN UP
EL. +78'-6"
EL. +78'-6"
EL. +80'-0" EL. +77'-11"
(ONE HISTORIC
STEP REMOVED) 2% SLOPE MUSEUM

ENTRANCE
BOH

GALLERY
1663 SF GALLERY
ENTRY
LOBBY
1016 SF MUSEUM
STORE
1888 SF

GALLERY
2336 SF MUSEUM

LOADING
1036 SF MUSEUM

SERVICES
548 SF DNUP 1.5% SLOPE

1.5% SLOPE 1:12 RAMP

78.5' 78' 77.5' 77'
78'
78'
EL. +79'-6"
EL. +79'-4"
EL. +78'-6"
1:12 RAMP
UP
UP
UP
EL. +78'-6" EL. +80'-0"
2007-032
THE
OCEAN
AVENUE

PROJECT
GEHRY PARTNERS, LLP. ARCHITECT

CLIENT WORTHE REAL ESTATE GROUP
TRUE NORTH SK-290.10
03/02/2019
1/8"=1'-0" MUSEUM

PARTIAL PLAN
LEVEL 01
Conceptual Plan
for Reference Only
Design Work in Progress

ARCHWAYS PRESERVED BUT

EXISTING DOORS WITHIN
REMOVED. MATERIAL FINISH

WITHIN TO BE REVIEWED AT
A LATER DATE.

EXTERIOR FACADE

PRESERVED UP TO LINE OF
GALLERY EXTENSION.

SIMPLIFIED MASSING CAN

EXTEND FROM A LINE

SYMMETRICAL TO THE

SOUTH-EAST FACADE IF
JUSTIFIED AT A LATER DATE.

SPANISH COLONIAL PROPOSED

DESIGN CONFIGURATION

WINGS UPDATED WITH

REMOVED DOORS TO ALLOW

PEDESTRIAN PASS
THROUGH.

ACCESSIBILE ENTRY NOT

REQUIRED AT HISTORICAL

BUILDINGS WHERE

PRIMARY ENTRANCE IS
LOCATED WITHIN 200'
PAGE 25

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KEY PLAN

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PROPOSED SPANISH COLONIAL HISTORICAL BUILDING

SECTION VIEW FACING NORTH
PAGE 27

KEY PLAN

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Packet Pg. 803 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

KEY PLAN

PROPOSED SPANISH COLONIAL HISTORICAL BUILDING

INTERIOR VIEW FACING NORTH
PAGE 28

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Packet Pg. 804 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

KEY PLAN

PROPOSED SPANISH COLONIAL HISTORICAL BUILDING

INTERIOR VIEW FACING NORTH WEST
PAGE 29

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Packet Pg. 805 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue

KEY PLAN

PROPOSED SPANISH COLONIAL HISTORICAL BUILDING

VIEW FACING SOUTH
PAGE 30

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Packet Pg. 806 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Attachment E:

Sequence of Relocation
Ocean Avenue Project
Santa Monica, CA

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Packet Pg. 808 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 a. Historic structure in original location b. Historic structure placed on temporary support structure and disconnected from existing foundations

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Packet Pg. 809 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 d. Construction of temporary excavation shoring and permanent caissons and grade beams to support historic structure. c. Historic structure transferred to temporary location.

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Packet Pg. 810 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 e. Relocation of historic structures to permanent location

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Packet Pg. 811 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180 g. Construction of permanent subterranean structure. f. Excavation for subterranean structure

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Packet Pg. 812 Attachment: Attachment L Applicant Chattel Conformance Review Part 3 of 3 (4857 : Ocean Avenue Project Development Agreement (180

J e ff Lugosi, M AI, C RE, F RICS, ISHC
Exec u tive Vice President | Pr actice Leader
CBRE Hotels Advisory

COMMERCIAL REAL ESTATE SERVICES
CBRE, Inc.

CBRE Hotels Advisory
400 South Hope Street, 25th Floor
Los Angeles, CA 90071
+1 213 613 3375 Office
[email protected]
www.cbrehotels.com
March 25, 2021
Paula J. Larmore, Esquire
Harding Larmore Kutcher & Kozal, LLP
1250 Sixth Street, Suite 200
Santa Monica, CA 90401
Email: [email protected]
Re: Economic and Fiscal Impact Analysis
Ocean Avenue Project
101 Santa Monica Boulevard, 129 Santa Monica Boulevard, 1327 Ocean Avenue, 1333 Ocean Avenue, and 1337 Ocean Avenue
Santa Monica, CA 90401
CBRE, Inc. File No. 20-414NH-0028
Dear Ms. Larmore:

Pursuant to your request, we have analyzed the economic and fiscal impact of the proposed Ocean Avenue Project (the “Project” or “Hotel”) to be located in Santa Monica, California under the jurisdiction of The City of Santa Monica. The conclusions reached are based on our present knowledge of local tax rates and visitor spending statistics, and a market analysis of the potential performance of the hotel project and its ancillary facilities.

We have analyzed the potential economic and fiscal impact of the Project to the City of Santa Monica based on the following development scenario:
• The proposed lodging component of the Project will represent a luxury hotel with 120 guestrooms, a 4,400-square-foot spa, 8,700 square feet of meeting space, a lobby lounge, an outdoor swimming pool with a pool deck, a pool bar, and ancillary facilities; • The Project will include 100 residential apartment units (including deed-restricted affordable units, replacement rent-controlled units, and market rate units);

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Packet Pg. 813 Attachment: Attachment M Applicant CBRE Economic and Fiscal Impact Ocean Avenue Project (4857 : Ocean Avenue Project Development Harding Larmore Kutcher & Kozal, LLP
Ocean Avenue Project
March 25, 2021

Page 2 ends

Santa Monica City CouncilJuly 14, 2022

Santa Monica City Council
July 14, 2022