OAP DA 2nd Reading 2022.07.26 Part 2 of 2 exhibits G-P — Santa Monica City Council, July 26, 2022

Exhibit “E-2”, Page 1
EXHIBIT “G”

PUBLICLY-ACCESSIBLE OPEN SPACE
[Behind this page.]
DN
UP
M
DN
UP
DN
UP
DN
UP E
MAIN

ENTRANCE
10% 20% RAMP DOWN FROM ALLEY

ONE WAY

CULTURAL
USES

ENTRY LOBBY

CULTURAL
USES

CULTURAL
USES
CU

CULTURAL
USES
WC
BOH
46'-5"
36'-3"
70'-10"
33'-0"
UP
HOTEL
LOBBY
OBS
LOBBY
EVENT
LOBBY
HOTEL
BOH

RETAIL /

RESTAURANT
BOH

RETAIL/

RESTAURANT

GUEST LOBBY

SERVICE / OBS
LOBBY

PRIMARY

TRANSFORMER
ROOM

TRASH AND

RECYCLING

GENERATOR

ROOM SECURITY OFFICE
WC
PP
HH
SP

SIGN AT BUILDING

FACE STARTING
14'-0" MIN. CLR HEIGHT

SIGN AT BUILDING

FACE STARTING
15'-5" MIN. CLR HEIGHT

PAVEMENT STRIPING TO SHOW

WHERE RRR TRUCK LOADING
OPERATIONS MUST OCCUR.
20' MIN.
20' MIN.
20' MIN.
80'-0" RIDE SHARE / PASSENGER LOADING ZONE

SPANISH COLONIAL

LANDMARK BUILDING

QUEEN ANNE

LANDMARK BUILDING
A3-205
A3-101
A3-102
A3-103
A3-204 A3-203
A3-202A3-201
A3-202
A3-201A3-206
SANTA MONICA BLVD.
2ND ST.
1ST COURT
OCEAN AVE.

NEW VEHICULAR ALLEY
RETAIL
RETAIL
RETAIL

RESIDENTIAL
MAIN
LOBBY

RETAIL /

RESTAURANT

RETAIL /

RESTAURANT

LOADING
DOCK

LEASING
OFFICE
10%
20% RAMP

UP FROM
LEVEL B3

ONE WAY
WATER
METER
GAS
METER
FIRE

COMMAND
CENTER
DATA

INCOMING

SERVICE
ROOM
COM. COM.

D
BLDG
A
LOBBY
MAIL
ROOM

PACKAGE
ROOM
PARCEL
ROOM ELEC.

TRASH
AND

RECYCLING

SEE NOTE A
4'-0" 4'-0" 5'-0"
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R R R
S
2007-032
THE
OCEAN
AVENUE

PROJECT
GEHRY PARTNERS, LLP.

ARCHITECTCLIENT
WORTHE

REAL ESTATE GROUP
TRUE NORTH A2-201 1/16"=1'-0"
FLOOR PLANLEVEL 01
Conceptual Plan
for Reference Only
Design Work in Progress
LEGEND
HOTEL
PUBLIC / OBS. DECK

SERVICE AND MECHANICAL

RETAIL/ RESTAURANT

CULTURAL USES

RESIDENTIAL
NOTE A

TRASH LOADING CONCEPT IS TO UTILIZE

PORTABLE INDUSTRIAL LIFTS TO UNLOADPRIVATE CONTAINERS BY THE BUILDINGS OPERATIONAL STAFF.

CITY BINS ARE NOT INTENDED TO BE MOVED
EXCEPT BY CITY RRR STAFF.

CONCEPT WILL BE FURTHER DEVELOPED BY A

WASTE / RECYCLING MANAGEMENT CONSULTANT
DURING SCHEMATIC DESIGN.

MAIN

ENTRANCE E T A E

QUEEN ANNE QUEEN ANNE QU EN A E

LANDMARK BUILDING LANDMARK BUILDING L NDM RK BU G
Publicly-AccessibleGround level Open Space:12,000sf approximately SK-0318
Exhibit "G"
p. 1
SP

PUBLICLY

ACCESSIBLE

ROOF DECK

COOLING
TOWER

MEP OBS LOBBY
A3-205
A3-101
A3-102
A3-103
A3-204 A3-203
A3-202A3-201
A3-202
A3-201A3-206
2007-032
THE
OCEAN
AVENUE

PROJECT
GEHRY PARTNERS, LLP.

ARCHITECTCLIENT
WORTHE

REAL ESTATE GROUP
TRUE NORTH A2-213 1/16"=1'-0"

DECKOBSERVATIONROOF PLAN
Conceptual Plan
for Reference Only
Design Work in Progress
LEGEND
HOTEL
PUBLIC / OBS. DECK

SERVICE AND MECHANICAL

RETAIL/ RESTAURANT

CULTURAL USES

RESIDENTIAL
SK-0318.13
Publicly-AccessibleObservation Deck:Roof Level Observation Deck4,800sf approximately

PUBLICLY PUBL CLY

ACCESSIBLE ACCESS BLE

ROOF DECK ROOF DECK ROOF DECK

OBS LOBBY
Exhibit "G"
p. 2
Exhibit “H”, Page 1
EXHIBIT “H”

TRANSPORTATION DEMAND MANAGEMENT PLAN
Transportation Demand Management Plan. Developer shall implement and maintain the following Transportation Demand Management Plan (“TDM Plan”) commencing with the issuance of a Certificate of Occupancy:
(a) TDM Plan Format. Prior to issuance of a Temporary Certificate of Occupancy or Certificate of Occupancy, Developer shall prepare a TDM Plan for review and approval by the City. Physical components of the TDM Plan as required by Exhibit H, Section (d) must be shown on the construction drawings and be approved by the City, it being acknowledged and agreed that the City’s issuance of the Project’s building permit shall be deemed “approval by the City”, and no further changes to the City-approved plans shall be mandated by the City following granting of the building permit. The purpose of the TDM Plan is to result in the Project achieving the AVR Target in accordance with Exhibit H, Section (e)(1)(v) below and shall include:
(1) Project description
(2) Site conditions that affect commute travel
(3) Statement of commitment from Developer to:
i. Conduct annual surveys in conformance with this
Agreement to determine vehicle trip behavior including collection of data on employee means of travel, arrival time, and interest in information on ridesharing opportunities. ii. Monitor the TDM Plan, and
iii. Report annually in a manner required by this Agreement, (4) Initial annual budget to implement the TDM Plan,
(5) Duties, responsibilities, and qualifications of the Project Transportation Coordinator, as defined by Exhibit H, Section (e)(1)(i) below, who is responsible for the preparation, implementation, and monitoring of the TDM Plan, (6) TDM Plan program measures as required by this Agreement, and (7) Implementation strategy that specifies how the TDM Plan will be implemented so that trip reduction measures will commence with the initial hiring and opening of the different uses at the Project (e.g., hotel, museum, and other commercial), monitored, and who will be responsible for submitting annual status report to the City. (b) Annual Report on TDM Plan. Developer shall submit an annual monitoring report on the TDM Plan (“TDM Annual Status Report”) starting on the first anniversary of issuance of the project’s Certificate of Occupancy; provided, however, if the Exhibit “H”, Page 2
Certificate of Occupancy is not issued on the first day of the month the report may be filed by the first day of the month following the first anniversary of the project’s Certificate of Occupancy (e.g. if the Certificate of Occupancy is issued July 9, 2022, then the first annual report would be submitted by August 1, 2023 and by August 1st annually thereafter). The TDM Annual Status Report shall include the following:
(1) Confirmation of compliance with all TDM Plan elements, (2) AVR calculations and documentation for the monitoring year based upon cumulative employee surveys for the project undertaken for one consecutive week each year. The survey must be conducted in accordance with Exhibit H, Section (e)(1)(iv), (3) Updated statement of commitment from Developer,
(4) Updated annual budget to implement TDM Plan,
(5) Updated contact information including name, e-mail address, and proof of certification of the Project Transportation Coordinator, (6) Effect of the TDM Plan on commute modes, parking availability, and transit ridership during the previous Plan year, and (7) Updated implementation strategy.
(c) Applicability of Transportation Demand Management Ordinance. The TDM Plan referred to in this Exhibit H replaces and supersedes the “developer” TDM Plan requirements included in SMMC Chapter 9.53 (the Transportation Demand Management Ordinance), or any successor thereto including but not limited to SMMC Section 9.53.110-140.

Any “employer” (as defined in SMMC Section 9.53.020(S)) located within the Project will be required to comply with the employer requirements set forth in SMMC Chapter 9.53 (the Transportation Demand Management Ordinance), or any successor thereto, including SMMC Sections 9.53.050 to 9.53.100 as applicable.
(d) Physical Elements
(1) Measures Applicable to Project's Commercial Component Only:
(i) On-Site Transportation Information. Developer shall provide, for the Life of the Project, on-site transportation information located where the greatest number of employees, hotel guests and visitors are likely to see it. Such information may be provided in an on-site physical location(s), such as a bulletin board or kiosk, or through other media, such as on a website or other digital means. The location(s) may be relocated from time to time thereafter by the Developer. The transportation information for employees, visitors and residents shall include information about access to various transportation options, which may be different for each group, and shall include:

A. Current maps, routes and schedules for public
transit routes within one-half mile of the Project site.

Exhibit “H”, Page 3
B. Transportation agency information, including
regional ridesharing agency, local transit operators, and certified Transportation Management Organization (“TMO”) where available.

C. Ridesharing promotional material supplied by
commuter-oriented organizations.

D. Bicycle route and facility information, including
rental and sale locations within one-half mile of the Project site, regional/local bicycle maps, and bicycle safety information.

E. A list of facilities available for carpoolers,
vanpoolers, bicyclists, transit riders and pedestrian commuters at the site.

F. Walking and biking maps for employees and
visitors, which shall include but not be limited to information about convenient local services and restaurants within walking distance of the Project.

G. Information to commercial tenants and employees
of the Project regarding local rental housing agencies. (ii) Employee Secure Bicycle Storage. Developer shall provide secure bicycle parking for commercial employees in the Subterranean Space and/or the ground floor as shown on the Project Plans but no less than 0.2 spaces/hotel room and 1 space/3,000 square feet of Floor Area for the retail/restaurant/Cultural Uses space. For the purpose of this Exhibit H, Section (d)(1)(ii), secure bicycle parking shall mean an enclosed bicycle locker; a fenced, covered, locked or guarded bicycle storage area with bike racks within; a rack or stand inside a building that is within view of an attendant or security guard or visible from employee work areas; or a secure, non-public parking garage. No more than 50% of the secure employee bicycle parking may be provided in a vertical or hanging rack. At least one electrical outlet shall be available in the secure employee bicycle parking area for the use of electrical assisted bicycle charging. Prior to the Project’s Design Review approval, the location and type of secure bicycle storage shall be submitted for review and approval by the Department of Transportation Director or his/her designee. If the secure bicycle storage is not secure individual bicycle lockers, commercial employee secure bicycle storage shall be provided in an area separate from the secure bicycle storage for residents.
(iii) Employee Showers and Locker Facilities. Developer shall provide a minimum of four showers with dressing areas for use by employees and lockers as shown on the Project Plans but no less than one (1) clothes locker per seventy-five percent (75%) of the actually provided secure employee bicycle parking for employees of commercial uses on site who bicycle or use another active means, powered by human propulsion, of getting to work or who exercise during the workday. Lockers shall be for short-term use by employees, located in close proximity to the showers and dressing areas, and shall be distributed with priority given to those who utilize active commutes.
(iv) Short-Term Bicycle Parking. Developer shall provide bicycle parking for short-term public use as shown on the Project Plans but no less than eight (8) Exhibit “H”, Page 4
spaces for the hotel plus one (1) space per 4,000 square feet of Floor Area for the retail/restaurant/Cultural Facilities uses. No more than 50% of the short-term bicycle parking may be provided in a vertical or hanging rack. Prior to the Project’s Design Review approval, the location and type of bike racks to be provided shall be submitted for review and approval by the Department of Transportation Director or his/her designee. For each required short-term bicycle parking space, a stationary, securely anchored object shall be provided to which a bicycle frame and one wheel can be secured with a high-security U-shaped shackle lock if both wheels are left on the bicycle. One such object may serve multiple bicycle parking spaces. (2) Measures Applicable to Project's Residential Component Only:
(i) Convenient and Secure Bicycle Storage for Residents.

Developer shall provide a convenient and secure bicycle parking area for residents of the Project in the Subterranean Space and/or the ground floor as shown on the Project Plans but no less than one (1) secure bicycle space per residential bedroom and/or studio. For the purposes of this Exhibit H, Section (d)(2)(i), secure bicycle parking shall mean an enclosed bicycle locker; a fenced, covered, locked or guarded bicycle storage area with bike racks within; a rack or stand inside a building that is within view of an attendant or security guard or visible from employee work areas; or a secure, non-public parking garage. No more than 50% of the secure resident bicycle parking may be provided in a vertical or hanging rack. At least two electrical outlets shall be available in the secure resident bicycle parking area for the use of electrical assisted bicycle charging. Prior to the Project’s Design Review approval, the location and type of secure bicycle storage shall be submitted for review and approval by the Department of Transportation Director or his/her designee. If the secure bicycle storage is not secure individual bicycle lockers, the residential secure bicycle storage shall be provided in an area separate from the secure bicycle storage for commercial employees.
(ii) Short-Term Public Bicycle Parking. Developer shall provide bicycle parking for short-term public use as shown on the Project Plans but no less than 10% of the secure residential spaces required by Exhibit H, Section (d)(2)(i). No more than 50% of the short-term bicycle parking may be provided in a vertical or hanging rack. Prior to the Project’s Design Review approval, the location and type of bike racks to be provided shall be submitted for review and approval by the Department of Transportation Director or his/her designee. For each required short-term bicycle parking space, a stationary, securely anchored object shall be provided to which a bicycle frame and one wheel can be secured with a highsecurity U-shaped shackle lock if both wheels are left on the bicycle. One such object may serve multiple bicycle parking spaces.
(e) Programmatic Elements.
(1) Measures Applicable to Project’s Commercial Component Only:
(i) Project Transportation Coordinator. Developer shall designate a Project Transportation Coordinator (the “PTC”) to manage the TDM Plan elements applicable to the Project’s commercial component and participate in City-sponsored workshops and information roundtables relating to transportation demand management. The PTC shall be responsible for making informational materials on options for alternative transportation modes Exhibit “H”, Page 5
and opportunities, particularly programs that involve commuter subsidies such as parking cash out and vanpool subsidies, available to employees of the commercial components of the Project.

In addition, transit fare media and day/month passes shall be made available through the PTC to employees, visitors, and residents during typical business hours to the extent transit providers make such media/passes available for third party distribution/sale (i.e., if a transit provider does not provide physical passes for distribution/sale, the PTC’s role may be assisting employees, visitors and residents with purchasing such passes online or directing them to the nearest location to purchase such passes). In the event that the Project is sold or transferred, the developer shall notify the Department of Transportation Director of the new point of contact for the successor within thirty calendar days of such sale or transfer. At Developer’s option, any responsibilities of the Transportation Coordinator under this Exhibit H may be provided through the TMO contemplated in Exhibit H, Section (e)(1)(ii) below.
(ii) Transportation Management Organization. Developer shall be required to actively participate in the establishment and ongoing activities of a certified Transportation Management Organization ("TMO"), or any successor entity, if established and includes the Project site, including payment of annual dues at a level commensurate with the trip reduction services provided by the TMO and assuming that Developer is granted voting rights commensurate with its dues level, attendance at organizational meetings, providing travel and parking demand data to the TMO, and making available information to commercial tenants relative to the services provided by the TMO. Developer shall require in all leases it executes as landlord for commercial space within the Project that any commercial tenants qualifying as an “employer” as defined in SMMC Section 9.53.020(S) be required to participate in the TMO and that all subleases contain this same provision. At the discretion of Developer, to be approved by the Department of Transportation Director or his/her designee through a Minor Modification, some or all of the services required by this Exhibit H may be provided through the TMO. (iii) Carpool Parking. In compliance with SMMC Section

9.28.150, two vehicular parking spaces shall be designated as preferential parking for carpools/vanpools. If demand for carpool/vanpool parking exceeds the amount provided, as indicated by the annual TDM Plan report, additional preferential carpool/vanpool parking shall be designated in order to meet the demand.
(iv) Unbundled Parking. Developer shall not require tenants occupying commercial space in the Project to lease parking. The cost of any parking leased by such tenants shall be a separate line item in the lease. Parking pricing may be established at the discretion of the Developer but shall be noncompetitive with the price for comparable transit fares. All parking spaces shall be priced at a daily or monthly rate as follows: A minimum daily rate of $8 shall be charged. If parking spaces are leased on a monthly basis, the monthly rate shall not be less than twenty (20) times the minimum daily rate. Developer may, subject to the Department of Transportation Director’s approval, reconfigure the parking spaces and operations from time-to-time in order to facilitate unbundling of parking. Developer shall require in all tenant leases it executes as landlord that each tenant charge its employees for parking and that all subleases contain this same provision.

Exhibit “H”, Page 6
Remaining commercial unbundled parking spaces that are not reserved, leased or sold to on-site users may be leased to other on-site users or to off-site residential or commercial users on a month-to-month basis.

If the California Coastal Commission refuses to approve this section’s requirement for unbundled parking for commercial space, this provision shall be null and void and an amendment to this Development Agreement shall not be required. In the event that subsequent California Coastal Commission review of the Project or components of the Project allows the City to require unbundled parking in accordance with this Section, the City reserves the right to require unbundled parking for leases of the Project’s commercial space that are entered into after the unbundled parking requirement becomes effective again. If required by City, such modification shall be deemed as a Minor Modification pursuant to Section 2.4.2 of this Agreement.
(v) AVR Target. For Project employees, Developer shall
endeavor to achieve an average vehicle ridership ("AVR") of 2.2 (the “AVR Target”) within three years of the issuance of the Certificate of Occupancy. The 2.2 AVR shall continue to be achieved and maintained thereafter.

A. Remedy for Not Achieving AVR Target. If the
AVR Target has not been achieved, then, within 60 days of the submission of the annual report showing non-compliance, the Developer shall submit to the Department of Transportation Director modifications to the TDM Plan that are designed to achieve the AVR Target. In addition, during this 60-day period, the Department of Transportation Director or his/her designee may recommend modifications to the TDM Plan. Any of the modifications to the TDM Plan proposed by Developer and approved by the City (or proposed by the City and agreed to by the Developer) designed to achieve the AVR Target shall be implemented within 30 days following approval. Within six (6) months of implementation of the TDM Plan modifications, Developer shall submit a follow-up monitoring report. For purposes of the follow-up monitoring report, Developer may elect to use one of the following methods to calculate AVR achievement in lieu of a comprehensive employee survey: (1) Developer may survey a statistically representative sample of commute modes of peak period employees based on the prior AVR survey, so long as at least 10% of all peak period employees respond; or (2) if Developer has implemented an online or mobile survey tool that allows periodic or automatic reporting of employee transportation modes, Developer may use some or all of the information from said tool to calculate AVR so long as the information used reflects a statistically representative sample of peak period employees. If the follow-up monitoring report documents that the Project continues to not achieve the applicable AVR Target, Developer shall pay the City a penalty (“Compliance Penalty”) of the lesser of (a) the Alternative Compliance Fee pursuant to SMMC Section 9.53.140(E) or (b) a Project-Specific Penalty Fee calculated as follows:

Step 1:

Step 2:

Exhibit “H”, Page 7
Step 3:

Step 4:

Project-Specific Penalty Fee = Project-Specific Penalty Fee Rate x Daily Vehicle Reduction Needed to Achieve AVR Target x Workdays Per Year (based on 22 workdays per month) For the purpose of the above calculation: (a) the Project-Specific Penalty Fee Rate shall be the per employee Daily Transportation Allowance as defined in Exhibit H, Section (e)(1)(xv) below; and (b) Total Employee Trips Per Week and Total Vehicle Trips Per Week shall be defined as the sum of both the AM and PM Employee Trips and Vehicle Trips.

Payment of the Compliance Penalty does not constitute AVR attainment and the Developer shall continue to work with the City to modify the TDM plan to reach attainment of the AVR target.

Any Compliance Penalty funds shall be used to pay for the cost of TDM administration, outreach, implementation, and other trip reduction activities intended to offset any employee trips produced by the Project in excess of the target AVR.

B. Failure to Achieve AVR Not a Default.

Developer’s failure to achieve the AVR Target will not constitute a default under this Agreement so long as (a) Developer is continuing to implement additional measures designed to achieve compliance with its AVR Target pursuant to Exhibit H, Section (e)(1)(v)(A) above and (b) Developer has paid the Compliance Penalty pursuant to Exhibit H, Section (e)(1)(v)(A) above.

C. AVR Calculation. AVR calculations and
documentation for a monitoring year shall be based on data obtained from cumulative employee surveys for the Project, undertaken for one consecutive week each year. The survey must be conducted in accordance with SMMC Section 9.53.060(B)(2)(d), except that zero emission vehicles shall be counted as a vehicle arriving at the worksite. (vi) New Employee Orientation. As part of new employee
orientation for new employees of Developer, Developer shall notify Project employees in writing regarding the Project’s TDM Plan, including the TDM Plan’s incentives for employees to commute to/from the Project via a non-single occupancy vehicle commute mode.

Developer shall write the requirements of the New Employee Orientation into any leases executed with commercial tenants of the Project, who shall have ultimate responsibility for adherence to the New Employee Orientation requirements by their own employees. Failure of such tenant to comply with the New Employee Orientation requirement shall not constitute a Default by Developer under this Agreement so long as such tenant’s lease requires such compliance and Developer is actively pursuing reasonable enforcement actions to bring such tenant into compliance with this lease provision.

Exhibit “H”, Page 8
(vii) Parking Cash Out. Developer shall require all commercial tenants to meet the requirements of California Health and Safety Code Section 43845, if applicable (the “Parking Cash Out”). Developer shall require that commercial tenants require its employees accepting the parking cash out to execute a contract agreeing said employee did not utilize a single occupancy vehicle for the majority (at least 51%) of their daily commute distance and did not park in the City of Santa Monica. If an employee is eligible to receive both (a) the Parking Cash Out described in this section and (b) the Daily Transportation Allowance described in Exhibit H, Section (e)(1)(xv) below, commercial tenant shall only be required to offer such employee the greater of the Parking Cash Out and the Daily Transportation Allowance.

Developer shall write the requirements of the Parking Cash Out into any leases executed with commercial tenants of the Project. Commercial tenants shall have ultimate responsibility for adherence to the Parking Cash Out requirements. Failure of such tenant to comply with the Parking Cash Out requirement shall not constitute a Default by Developer under this Agreement so long as such tenant’s lease requires such compliance and Developer is actively pursuing reasonable enforcement actions to bring such tenant into compliance with this lease provision. (viii) Employee Incentives Living Close to Project. Developer shall provide incentives for employees that live within one-half mile of the Project to commute to/from the Project via a non-single occupancy vehicle commute mode. Details of the incentives shall be specified in the TDM Plan.
(ix) Bicycle Commuting Training Information. Developer shall provide information regarding availability of bike commute training either on-site or offsite, including on the internet. Such information may be provided by a third-party. (x) Shared Bicycles/Mobility Devices. If City-sponsored Citywide bikeshare or dockless mobility devices are not available within a 2-block radius of the Project site, Developer shall provide free on-site shared bicycles intended for employee use during the workday (e.g. Bike@Work Program).
(xi) Free Bike Valet. Developer shall provide bike valet service, free of charge, during all automobile valet operating hours. This requirement shall only apply if automobile valet service is provided.
(xii) Commuter Matching Services. Developer shall provide commuter matching services for all of its employees on an annual basis and for all of its new employees upon hiring.
(xiii) Employee Flex-Time Schedule. Developer shall provide information about any options available for compressed work schedule, flex-time schedule, and telecommuting and the benefits of such options.
(xiv) Employee Guaranteed Return Trip. Developer shall
provide its employees who rideshare or bicycle to work (this includes transit riders, vanpoolers, walkers, carpool), with a return trip to their point of commute origin at no additional cost to the employee, when a personal emergency situation or unplanned overtime requires it. The Exhibit “H”, Page 9
Developer shall also write the requirements of the Employee Guaranteed Return Trip into any leases it executes as landlord for space within the Project.

Commercial tenants shall have ultimate responsibility for adherence to the Employee Guaranteed Return Trip requirements. Failure of such tenant to comply with the Employee Guaranteed Return Trip requirement shall not constitute a Default by Developer under this Agreement so long as such tenant’s lease requires such compliance and Developer is actively pursuing reasonable enforcement actions to bring such tenant into compliance with this lease provision. (xv) Daily Transportation Allowance. Developer shall provide employees who use a non-single occupancy vehicle commute mode a daily direct cash subsidy/transportation allowance for each day that they use a non-single occupancy -vehicle commute mode equal to at least 100% of the value of the applicable monthly regional transit pass (i.e., the level of transit pass necessary for commuting to/from employee’s home to the Property) divided by 20 (the “Daily Transportation Allowance”). Developer and City agree that the Metro EZ Pass (or a pass of no substantially greater geographic coverage in this same region) constitutes an applicable regional transit pass and that Developer shall not be obligated to pay for any pass that exceeds the cost of the Metro EZ Pass. If the monthly regional transit pass becomes free, the transportation allowance provided for in this section amount shall be set by Council, provided that such amount is no greater than the lower of (a) that substitute amount charged to other developers (as defined in SMMC 9.53.020(J)) in the DCP area, and (b) the amount of the transportation allowance in effect immediately before the monthly regional transit pass becomes free. An employee accepting the Daily Transportation Allowance shall be required to (i) execute a contract agreeing said employee will not utilize a single occupancy vehicle for the majority (at least 51%) of their daily commute distance and (ii) shall be required to submit a daily commute tracking form affirming that said employee utilized an eligible non-single occupancy vehicle commute mode for at least 51% of their daily commute. The subsidies will be disbursed quarterly at a minimum. The employee recipient must demonstrate compliance as reasonably required by Developer.

Notwithstanding the above, in the event a commercial tenant’s employee qualifies for the Parking Cash Out described in Exhibit H, Section (e)(1)(vii) above, the value of the Daily Transportation Allowance for such commercial tenant’s employees must be at least 110% of the value of the Parking Cash Out divided by 20 and the commercial tenant shall only be required to offer such employee the Daily Transportation Allowance described in this section and not also the Parking Cash Out. Developer shall write the Daily Transportation Allowance requirements into any leases executed with commercial tenants of the Project. Failure of such tenant to comply with the Daily Transportation Allowance requirements shall not constitute a Default by Developer under this Agreement so long as such tenant’s lease requires such compliance and Developer is actively pursuing reasonable enforcement actions to bring such tenant into compliance with this lease provision.
(xvi) Customer and Visitor Incentives. Developer shall provide customer and visitor incentives for uses with significant numbers of customers and visitors such as retail, food service and hospitality. Such incentives shall include the following:

A. Customer incentive program
Exhibit “H”, Page 10
B. Public directions prioritizing rideshare modes
C. Special events rideshare services
D. Shared ride service
(2) Measures Applicable to Project’s Residential Component:
(i) Unbundled Parking. Developer shall not require residents of the rental housing units to lease parking spaces. Any parking space leased by such tenants shall be a separate line item on the lease and priced in accordance with Exhibit H, Section (e)(1)(iv). Developer may, subject to the Department of Transportation Director’s approval, reconfigure the parking spaces and operations from time-to-time in order to facilitate unbundling of parking.

Residential unbundled parking spaces that are not leased or sold to on-site users built for their unit or use may be used for other on-site uses, leased to other on-site tenants, or leased to off-site users on a month-to-month basis.

If the California Coastal Commission refuses to approve this requirement for unbundled parking for the residential rental housing units this provision shall be null and void and an amendment to this Agreement shall not be required.
(ii) Transportation Welcome Package for Residents. The
Developer shall provide new residents of the rental housing units of the Project with one Transportation Welcome Package. The welcome package shall, at a minimum, include the information required in Exhibit H, Section (d)(1)(i)(A)-(F), above. (iii) Local Preference Marketing Plan. The Developer shall prepare and implement a marketing and outreach program for the rental of the rental housing units, except for any on-site affordable units. This marketing and outreach program shall target (i) employees of the City’s police and fire departments, (ii) employees of local hospitals and healthcare providers, (iii) employees of the Santa Monica Malibu Unified School District, (iv) employees of businesses located within a one- half mile radius of the Property, and (v) employees of businesses outside the one-half mile radius but within the City of Santa Monica. In leasing units, the Developer shall give priority to applicants in the foregoing categories, provided that all such applicants meet generally applicable leasing qualifications and criteria imposed by such Developer. Nothing in this Agreement shall require that any units in the Project be occupied by such persons.
(iv) TMO Participation. The Developer shall actively
participate in the ongoing activities of a certified TMO, if established or any successor entity, and includes the Project site, including attendance at organizational meetings, and making information available to Project residents about the services provided by the TMO. (v) Monthly Transportation Allowance. Developer shall offer a monthly transportation allowance equal to at least 100% of the current cost of a monthly regional transit pass of the resident’s choice (e.g., Big Blue Bus, 30-Day Pass, Metro EZ Pass, Exhibit “H”, Page 11
Metro TAP Pass or equivalent) (the “Monthly Transportation Allowance”). Developer and City agree that the Metro EZ Pass (or a pass of no substantially greater geographic coverage in this same region) constitutes an applicable regional transit pass and that Developer shall not be obligated to pay for any pass that exceeds the cost of the Metro EZ Pass. The Monthly Transportation Allowance shall be offered to all residents listed on a lease and their immediate family living at the same address. Immediate family includes spouse, partner, children, parents, grandparents, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, sister-in-law, and brother-in-law. If any resident qualifies for a discounted transit pass (e.g. senior or child), Developer shall only be obligated to pay the discounted rate applicable to such resident. A resident accepting the Monthly Transportation Allowance shall not lease parking and shall be required to execute a contract agreeing that said resident does not own or long-term lease an automobile in association with a residential use Santa Monica and will not own or long-term lease an automobile in association with a residential use Santa Monica for so long as they are in receipt of the Monthly Transportation Allowance. The contract shall also specify the resident’s non-single occupancy vehicle commute mode (e.g., transit, bike, walk).

Children who reside full-time at the building shall be eligible for the Monthly Transportation Allowance if the parent that is primarily responsible for transporting the child is also eligible for the Monthly Transportation Allowance. The child’s parent or guardian shall sign an affidavit stating that the child permanently resides at the building on a full-time basis, and the child is primarily transported by a parent or guardian on the lease that is eligible for the Monthly Transportation Allowance.
(f) Changes to TDM Plan. Subject to approval by the Department of Transportation Director or his/her designee, the Developer may modify the TDM Plan provided the TDM Plan, as modified, is reasonably anticipated to be equal or superior in its effectiveness at mitigating the traffic-generating effects of the Project.

Exhibit “I-1”, Page 1
EXHIBIT “I-1”

LOCAL HIRING PROGRAM FOR CONSTRUCTION
Local Hiring Policy For Construction. Developer shall implement a local hiring policy (the “Local Hiring Policy”) for construction of the Project, consistent with the following guidelines:

1. Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by Developer and its contractors at the Project of residents of the City of Santa Monica (the “Targeted Job Applicants”), and in particular, those residents who are “Low-Income Individuals” (defined below) by ensuring Targeted Job Applicants are aware of Project construction employment opportunities and have a fair opportunity to apply and compete for such jobs.

2. Findings.
a. Approximately 73,000-74,000 individuals work in the City. The City has a resident labor force of approximately 57,300. However, only about one-third (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non-resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts.
b. Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent return from work outside the area. c. The Pico Neighborhood is Santa Monica’s most culturally diverse and economically disadvantaged neighborhood. Serving the most vulnerable members of the Pico Neighborhood has long been a priority for the City of Santa Monica.

Economic recovery and improvement programs, such as local hire opportunities with prioritization for residents in the Pico Neighborhood, defined as the 90404 zip code, would be one important step to support these priorities. d. Of the approximately 45,000 households in the City, thirty percent are defined as low-income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately

7.6% of the City's residents are unemployed.
e. By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Project Construction jobs, this Local Hiring Policy will facilitate job opportunities to City residents which would expand the City's employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area.

Exhibit “I-1”, Page 2

3. Definitions.
a. “Contract” means a contract or other agreement for the providing of any combination of labor, materials, supplies, and equipment to the construction of the Project that will result in On-Site Jobs, directly or indirectly, either pursuant to the terms of such contract or other agreement or through one or more subcontracts. b. “Contractor” means a prime contractor, a sub-contractor, or any other entity that enters into a Contract with Developer for any portion or component of the work necessary to construct the Project (excluding architectural, design and other “soft” components of the construction of the Project).
c. “Low Income Individual” means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income. d. “Median Income means the median family income published from time to time by HUD for the Los Angeles-Long Beach Metropolitan Statistical Area. e. “On-Site Jobs” means all jobs by a Contractor under a Contract for which at least fifty percent (50%) of the work hours for such job requires the employee to be at the Project site, regardless of whether such job is in the nature of an employee or an independent contractor. On-Site Jobs shall not include jobs at the Project site which will be performed by the Contractor’s established work crew who have not been hired specifically to work at the Project site.

4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit “I-1,” the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On-Site Job in the following order of priority:
a. First Priority: Any resident of a household with no greater than 80% Median Income that resides within the Low and Moderate Income Areas identified in Map 2-7 of the City of Santa Monica’s Adopted 6th Cycle 2021-2029 Housing Element or any resident who resides in Santa Monica’s 90404 zip code (Pico Neighborhood);
b. Second Priority: Any resident of a household with no greater than 80% Median Income that resides within the City; and
c. Third Priority: Any resident of a household with no greater than 80% Median Income that resides within a five (5) mile radius of the project site.

For purposes of this Local Hiring Policy, Developer and/or its Contractors are authorized to rely on the most recent year’s income tax records (W-2) and proof of residency (e.g. driver’s license, utility bill, voter registration) if voluntarily submitted by a prospective job applicant for purposes of assessing a Targeted Job Applicant’s place of residence and income.

Exhibit “I-1”, Page 3

5. Coverage. The Local Hiring Policy shall apply to all hiring for On-Site Jobs related to the construction of the Project, by Developer and its Contractors.

6. Outreach. So that Targeted Job Applicants are made aware of the availability of On-Site Jobs, Developer or its Contractors shall advertise available On-Site Jobs in the Santa Monica Daily Press or similar local media and electronically on a City-sponsored website, if such a resource exists. In addition, Developer shall consult with and provide written notice to at least five first source hiring organizations, which may include but are not limited to the following:
(a) Local first source hiring programs.
(b) Trade unions.
(c) Apprenticeship programs at local colleges.
(d) Santa Monica educational institutions.
(e) Other non-profit organizations involved in referring eligible applicants for job opportunities.

Developer shall also notify the City’s Director of Community Development, or his or her designee, of the availability of On-Site Jobs and solicit the City’s input as to first source hiring organizations or other organizations to provide notice of the On-Site Jobs. If the City’s Director of Community Development, or his or her designee, does not respond to a request for input with thirty (30) days of Developer’s request, Developer’s obligation to solicit City’s input under this Exhibit “I-1”, Section 6 shall be satisfied.

7. Hiring. Developer and its contractor(s) shall consider in good faith all applications submitted by Targeted Job Applicants for On-Site Jobs, in accordance with their normal practice to hire the most qualified candidate for each position and shall make a good faith effort to hire Targeted Job Applicants when most qualified or equally qualified as other applicants. The City acknowledges that the Contractors shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On-Site Job for which such Targeted Job Applicant has applied.

Contactors are not precluded from advertising regionally or nationally for employees in addition to its local outreach efforts.

8. Term. The Local Hiring Policy shall continue to apply to the construction of the Project until the final certificate of occupancy for the Project has been issued by the City.

Exhibit “I-2, Page 1
EXHIBIT “I-2”

LOCAL HIRING PROGRAM FOR PERMANENT EMPLOYMENT
Local Hiring Policy For Permanent Employment. The Developer (if an Operator) or Commercial Operator shall implement a local hiring policy (the “Local Hiring Policy”), consistent with the following guidelines:

1. Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by the commercial tenants of the Project of residents of the City of Santa Monica (the “Targeted Job Applicants”), and in particular, those residents who are “Low-Income Individuals” (defined below) by ensuring Targeted Job Applicants are aware of Project employment opportunities and have a fair opportunity to apply and compete for such jobs. The goal of this policy is local hiring.

7.6% of the City's residents are unemployed.
e. By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Project jobs, this Local Hiring Policy will facilitate job opportunities to City residents which would expand the City's employment base Exhibit “I-2, Page 2
and reduce the impacts on the environment caused by long commuting times to jobs outside the area.

3. Definitions.
a. “Low Income Individual” means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income. b. “Median Income” means the median family income published from time to time by HUD for the Los Angeles-Long Beach Metropolitan Statistical Area. c. “On-Site Jobs” means all jobs on the Project site within the non-residential uses of greater than 1,500 gross square feet, regardless of whether such job is in the nature of an employee or an independent contractor.
d. “Commercial Operator” means the operators of non-residential uses on the Project site.

4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit “I-2,” the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On-Site Job in the following order of priority:
a. First Priority: Any resident of a household with no greater than 80% Median Income that resides within the low and Moderate Income Areas identified in Map 2-7 of the City of Santa Monica’s Adopted 6th Cycle 2021-2029 Housing Element or any resident who resides in Santa Monica’s 90404 zip code (Pico Neighborhood);
b. Second Priority: Any resident of a household with no greater than 80% Median Income that resides within the City; and
c. Third Priority: Any resident of a household with no greater than 80% Median Income that resides within a five (5) mile radius of the project site.

For purposes of this Local Hiring Policy, the Commercial Operator is authorized to rely on the most recent year’s income tax records (W-2) and proof of residency (e.g. driver’s license, utility bill, voter registration) if voluntarily submitted by a prospective job applicant for purposes of assessing a Targeted Job Applicant’s place of residence and income.

5. Coverage. The Local Hiring Policy shall apply to all hiring for On-Site Jobs.

Notwithstanding the foregoing, the Local Hiring Policy shall not apply to temporary employees utilized while a permanent employee is temporarily absent or while a replacement is being actively sought for a recently-departed permanent employee.

Furthermore, the Local Hiring Policy shall not preclude the re-hiring of a prior employee or the transfer of an existing employee from another location.

6. Recruitment.

Exhibit “I-2, Page 3
a. Local Hiring Goal – The Developer has established a local hiring goal of 30% of the total full and part-time jobs in the Project being held by Santa Monica residents. There shall be no penalties to the Developer, nor shall the Developer be deemed to be in default under the Development Agreement, if such goal is not achieved. The Developer shall report its actual local hiring results to the City as part of its annual reports as mandated by Section 10.2 of the Development Agreement. The annual report shall include the following information:
(i) First source hiring organizations that were contacted; (ii) How many referrals from first source hiring organizations were interviewed;
(iii) How many Targeted Job Applicants were hired;
(iv) Any community activities related to recruitment and local hiring that took place in the past calendar year, and;
(v) Recruitment initiatives planned for the following calendar year. b. Advanced Local Recruitment - Initial Hiring for New Business. So that Targeted Job Applicants are made aware of the availability of On-Site Jobs, at least 30 days before recruitment (“Advanced Recruitment Period”) is opened up to general circulation for the initial hiring by a new business, the Commercial Operator shall advertise available On-Site Jobs in the Santa Monica Daily Press, or Santa Monica Police Activity League or similar organization, or similar local media and electronically on a City-sponsored website, if such a resource exists. In addition, the Commercial Operator shall consult with and provide written notice to at least five first source hiring organizations, which may include but are not limited to the following:
(i) Local first source hiring programs
(ii) Trade unions
(iii) Apprenticeship programs at local colleges
(iv) Santa Monica educational institutions
(v) Other non-profit organizations involved in referring eligible applicants for job opportunities
Commercial Operator shall also notify the City’s Director of Community Development, or his or her designee, of the availability of On-Site Jobs and solicit the City’s input as to first source hiring organizations or other organizations to provide notice of the On-Site Jobs. If the City’s Director of Community Development, or his or her designee, does not respond to a request for input with thirty (30) days of Commercial Operator’s request, Commercial Operator’s Exhibit “I-2, Page 4
obligation to solicit City’s input under this Exhibit “I-2”, Section 6(b) shall be satisfied.

The Commercial Operator shall hold the positions open for no more than 30 days in order to allow for referrals from the first source hiring organizations. The Commercial Operator shall review information provided by the selected organizations with respect to all applicants referred by such organizations and interview those individuals, who, following a review of such information, are determined by the Commercial Operator to meet the Commercial Operator’s written minimum qualifications for the position. The Commercial Operator shall maintain a written record explaining the reasons for not selecting any individual referred to Commercial Operator by the selected organizations who was interviewed by Commercial Operator for the position. c. Advanced Local Recruitment - Subsequent Hiring. For subsequent employment opportunities, the Advanced Recruitment Period for Targeted Job Applicants can be reduced to at least 7 days before recruitment is opened up to general circulation. Alternatively, Commercial Operator may also use an established list of potential Targeted Job Applicants of not more than one year old. d. Obligations After Completion of Advanced Recruitment Period. Once these advanced local recruitment obligations have been met, the Commercial Operator is not precluded from advertising regionally or nationally for employees.

7. Hiring. The Commercial Operator shall consider in good faith all applications submitted by Targeted Job Applicants for On-Site Jobs in accordance with their normal practice to hire the most qualified candidate for each position and shall make good faith efforts to hire Targeted Job Applicants when such Applicants are most qualified or equally qualified as other applicants. The City acknowledges that the Commercial Operator shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On-Site Job for which such Targeted Job Applicant has applied.

8. Proactive Outreach. Developer shall designate a “First-Source Hiring Coordinator” (FHC) that shall manage all aspects of the Local Hiring Policy. The FHC shall be responsible for actively seeking partnerships with local first-source hiring organizations prior to employment opportunities being available. The FHC shall also be responsible for encouraging and making available information on first-source hiring to respective commercial tenants of the Project. The FHC shall contact new employers on the Project site to inform them of the available resources on first-source hiring. In addition to implementation of the Local Hiring Policy, the FHC can have other work duties unrelated to the Local Hiring Policy.

9. Term. The Local Hiring Policy shall apply for the Life of the Project.

10. Condition of Lease. Developer shall write the requirements of this program into any leases executed with Employers. The FHC shall reach out to Employers not less than once each calendar quarter to remind them of the programs and policies. Employers shall Exhibit “I-2, Page 5
have ultimate responsibility for adherence to the program guidelines. Failure of an Employer to comply with the requirements of this program shall not constitute a Default by any Developer under this Agreement so long as such Employer's lease requires such compliance and such Developer is actively pursuing all necessary enforcement actions to bring such Employer into compliance with this lease provision.

Exhibit “J”, Page 1
EXHIBIT “J”

CONSTRUCTION MITIGATION PLAN

1. A construction mitigation plan shall be prepared by the applicant in accordance with SMMC Chapter 8.98, for approval by the following City departments prior to issuance of a building permit: PWD; Fire; Community Development; and Police. The approved mitigation plan shall be posted on the site for the duration of the project construction and shall be produced upon request. Without limiting the generality of the foregoing, this plan shall:
a. Specify the names, addresses, telephone numbers and business license numbers of all contractors and subcontractors as well as the developer and architect; b. Indicate where any cranes are to be located for erection/construction; c. Describe how much of the public street, alleyway, or sidewalk is proposed to be used in conjunction with construction;
d. Set forth the extent and nature of any pile-driving operations; e. Describe the length and number of any tiebacks which must extend under the public right-of-way and other private properties;
f. Specify the nature and extent of any dewatering and its effect on any adjacent buildings;
g. Describe anticipated construction-related truck routes, number of truck trips, hours of hauling and parking location;
h. Specify the nature and extent of any helicopter hauling; i. State whether any construction activity beyond normally permitted hours is proposed;
j. Describe any proposed construction noise mitigation measures, including measures to limit the duration of idling construction trucks;
k. Describe construction-period security measures including any fencing, lighting, and security personnel;
l. Provide a grading and drainage plan;
m. Provide a construction-period parking plan which shall minimize use of public streets for parking;
n. List a designated on-site construction manager;
Exhibit “J”, Page 2
o. Provide a construction materials recycling plan which seeks to maximize the reuse/recycling of construction waste;
p. Provide a plan regarding use of recycled and low-environmental-impact materials in building construction; and
q. Provide a construction period urban runoff control plan.

Ongoing Requirements throughout the Period of Construction

2. The following requirements shall be maintained throughout the period of the Project’s construction:
a. A detailed traffic control plan for work zones shall be maintained which includes at a minimum accurate existing and proposed: 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 must be reviewed and approved by the Transportation Management Division prior to commencement of construction and implemented in accordance with this approval.
b. Work within the public right-of-way shall be performed between 9:00 AM and 4:00 PM, including: 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. c. Streets and equipment shall be cleaned in accordance with established PWD requirements.
d. Trucks shall only travel on a City approved construction route. Truck queuing/staging shall not be allowed on Santa Monica streets. Queuing may occur on the construction site itself to the extent there is space available on the construction site.
e. Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be on-site, 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.
f. 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. g. Off-street parking shall be provided for construction workers. This may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica.

Exhibit “J”, Page 3
Project Coordination Elements That Shall Be Implemented Prior To Commencement of Construction

3. Developer shall implement the following measures before construction is commenced:
a. The traveling public shall be advised of impending construction activities (e.g. information signs, portable message signs, media listing/notification, implementation of an approved traffic control plan).
b. Any construction work requiring encroachment into public rights-of-way, detours or any other work within the public right-of-way shall require approval from the City through issuance of a Use of Public Property Permit, Excavation Permit, Sewer Permit or Oversize Load Permit, as well as any Caltrans Permits required. c. Timely notification of construction schedules shall be given to all affected agencies (e.g., Big Blue Bus, Police Department, Fire Department, Department of Public Works, and Community Development Department) and to all owners and residential and commercial tenants of property within a radius of 1,000 feet. d. Construction work shall be coordinated with affected agencies in advance of start of work. Approvals may take up to two weeks per each submittal. e. The Strategic Transportation Planning Division shall approve of any haul routes, for earth, concrete or construction materials and equipment hauling.

Air Quality

4. Dust generated by the development activities shall be kept to a minimum with a goal of retaining dust on the site through implementation of the following measures recommended by the SCAQMD Rule 403 Handbook:
a. During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, water trucks or sprinkler systems are to be used to the extent necessary to prevent dust from leaving the site and to create a crust after each day’s activities cease.
b. All material excavated or graded shall be sufficiently watered to prevent excessive amounts of dust. Watering shall occur at least three times daily with complete coverage, preferably at the start of the day, in the late morning, and after work is done for the day.
c. All active portions of the construction site shall be sufficiently watered three times a day to prevent excessive amounts of dust.
d. Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Install Exhibit “J”, Page 4
wheel washers where vehicles enter and exit the construction site onto paved roads or wash off trucks and any equipment leaving the site each trip. Immediately after commencing dirt removal from the site, the general contractor shall provide the City with written certification that all trucks leaving the site are covered in accordance with this condition of approval.
e. During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, streets and sidewalks within 150 feet of the site perimeter shall be swept and cleaned a minimum of twice weekly or as frequently as required by the PWD. f. During construction, water trucks or sprinkler systems shall be used to keep all areas of vehicle movement damp enough to prevent dust from leaving the site. At a minimum, this would include wetting down such areas in the later morning and after work is completed for the day and whenever wind exceeds 25 miles per hour. g. Soil stockpiles shall be covered, kept moist, or treated with soil binders to prevent dust generation.
h. Cease all grading, earth moving or excavation activities during periods of high winds (i.e., greater than 25 mph measured as instantaneous wind gusts) so as to prevent excessive amounts of dust. As an alternative to discontinuing work, compliance with Rule 403, Table 3 control measures may be implemented in accordance with Rule 403 Section (g)(2). Securely cover all material transported on and off-site to prevent excessive amounts of dust.
i. Limit on-site vehicle speeds to 15 mph.
j. Sweep streets at the end of the day using SCAQMD Rule 1186 certified street sweepers or roadway trucks if visible soil is carried onto adjacent public paved roads (recommend water sweepers with reclaimed water).
k. Appoint a construction relations officer to act as a community liaison concerning on-site construction activity including resolution of issues related to PM10 generation.

5. Construction equipment used on the site shall meet the following conditions in order to minimize NOx and ROC emissions:
a. Diesel-powered equipment such as booster pumps or generators should be replaced by electric equipment to the extent feasible; and
b. The operation of heavy-duty construction equipment shall be limited to no more than 5 pieces of equipment at one time.
c. Developer shall ensure that architectural coatings used on the Project comply with SCAQMD Rule 1113, which limits the VOC content or architectural coatings.

Exhibit “J”, Page 5
Noise Attenuation

6. All diesel equipment shall be operated with closed engine doors and shall be equipped with factory-recommended mufflers.

7. Electrical power shall be used to run air compressors and similar power tools.

8. For all noise-generating activity on the project site associated with the installation of new facilities, additional noise attenuation techniques shall be employed to reduce noise levels to City of Santa Monica noise standards. Such techniques may include, but are not limited to, the use of sound blankets on noise generating equipment and the construction of temporary sound barriers between construction sites and nearby sensitive receptors.

9. Pile driving, excavation, foundation-laying, and conditioning activities (the noisiest phases of construction) shall be restricted to between the hours of 10:00 AM and 3:00 PM, Monday through Friday, in accordance with Section 4.12.110(d) of the Santa Monica Municipal Code.

10. For all noise generating construction activity on the project site, additional noise attenuation techniques shall be employed to reduce noise levels at to 83 dB or less from 8:00 to 6:00 PM weekdays and 9:00 AM to 5:00 PM Saturdays. Per the Noise Ordinance, construction noise may exceed 83 dB if it only occurs between 10:00 AM and 3:00 PM.

Such techniques may include, but are not limited to, the use of sound blankets on noise generating equipment and the construction of temporary sound barriers around the perimeter of the project construction site.

Construction Period

11. Any construction related activity in the public right-of-way will be required to acquire the approvals by the City of Santa Monica, including but not limited to: Use of Public Property Permits, Sewer Permits, Excavation Permits, Alley Closure Permits, Street Closure Permits, and Temporary Traffic Control Plans.

12. During construction, a security fence eight feet in height shall be maintained around the perimeter of the lot. The lot shall be kept clear of all trash, weeds, etc.

13. Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Immediately after commencing dirt removal from the site, the general contractor shall provide the City of Santa Monica with written certification that all trucks leaving the site are covered in accordance with this condition of approval.

14. Developer shall prepare a notice, subject to the review by the Director of Community Development, that lists all construction mitigation requirements, permitted hours of construction, and identifies a contact person at City Hall as well as the developer who will respond to complaints related to the proposed construction. The notice shall be mailed to property owners and residents of the neighborhood within 1,000 feet of the Project at least five (5) days prior to the start of construction.

Exhibit “J”, Page 6

15. A sign shall be posted on the property in a manner consistent with the public hearing sign requirements which shall identify the address and phone number of the owner and/or applicant for the purposes of responding to questions and complaints during the construction period. Said sign shall also indicate the hours of permissible construction work.

16. A copy of these conditions shall be posted in an easily visible and accessible location at all times during construction at the project site. The pages shall be laminated or otherwise protected to ensure durability of the copy.

17. No construction-related vehicles may be parked on the street at any time. For the duration of construction, all construction-related vehicles must be parked for storage purposes either on-site or at on offsite location on a private lot. The offsite location shall be approved as part of the Department of Environmental and Public Works review of the construction period mitigation plan and by the Department of City Planning if a Temporary Use Permit is required.

18. In accordance with Municipal Code Section 4.12.120, the project applicant shall be required to post a sign informing all workers and subcontractors of the time restrictions for construction activities. The sign shall also include the City telephone numbers where violations can be reported and complaints associated with construction noise can be submitted. Construction period signage shall be subject to Municipal Code Chapter 9.61, Signs, including Section 9.61.160(C) Temporary Sign Regulations.

Exhibit “K”, Page 1
EXHIBIT “K”

PERMITTED FEES AND EXACTIONS

1. Developer shall pay the following fees and charges that are within the City’s jurisdiction and at the rate in effect at the time payments are made:
(a) Upon submittal for Design Review, Developer shall pay City fees for processing of Certificate of Appropriateness and ARB applications, as applicable; (b) Upon submittal for plan check, Developer shall pay City plan check fees; (c) Prior to issuance of construction permits, Developer shall pay the following City fees and all other standard fees imposed on similar development projects:
• Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping, Landscape, Excavation and Shoring Permit fees (collected by Building & Safety)
• Shoring Tieback fee (collected by Public Works Department) • Construction and Demolition (C&D) Waste Management performance security fee (SMMC Chapter 8.108) (collected by the Public Works Department)
• Wastewater Capital Facilities Fee (SMMC Section 7.04.460) (collected by the Public Works Department)
• Water Capital Facilities Fee & Water Meter Installation fee (Water Meter Permit fee) (SMMC Section 7.12.090) (collected by the Public Works Department)
• Fireline Meter fee (SMMC Section 7.12.090) (collected by the Public Works Department)
• Water Neutrality Fee (SMMC 7.16.050) (collected by the Public Works Department)
(d) Upon inspection of the Project during the course of construction, City inspection fees.

These fees shall be reimbursed to Developer in accordance with the City's standard practice should Developer not proceed with development of the Project.

Exhibit “K”, Page 2

2. Prior to issuance of permits for any construction work in the public right-of-way, or use of public property, Developer shall pay the following City fees:
• Use of Public Property Permit fees (SMMC 7.04.670) (Public Works Department)
• Utility Excavation Permit fee (SMMC 7.06.070) (Public Works Department) • Street Permit fee (SMMC 7.04.790) (Public Works Department)

3. The Developer shall reimburse the City for its actual costs to monitor environmental mitigation measures. The City shall bill the developer for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developer shall submit payment to the City within 30 days.

4. Developer shall reimburse the City for its ongoing actual costs to monitor the project’s compliance with this Development Agreement. The City shall bill Developer for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developer shall submit payment to the City within 30 days after receipt of an invoice for same from the City.

Exhibit “L”, Page 1
EXHIBIT “L”

DESIGN REVIEW DIAGRAM
[Behind this page.]
DN
UP
M
DN
UP
DN
UP
DN
UP E
MAIN

ENTRANCE
10% 20% RAMP DOWN FROM ALLEY

ONE WAY

CULTURAL
USES

ENTRY LOBBY

CULTURAL
USES

CULTURAL
USES
CU

CULTURAL
USES
WC
BOH
46'-5"
36'-3"
70'-10"
33'-0"
UP
HOTEL
LOBBY
OBS
LOBBY
EVENT
LOBBY
HOTEL
BOH

RETAIL /

RESTAURANT
BOH

RETAIL/

RESTAURANT

GUEST LOBBY

SERVICE / OBS
LOBBY

PRIMARY

TRANSFORMER
ROOM

TRASH AND

RECYCLING

GENERATOR

ROOM SECURITY OFFICE
WC
PP
HH
SP

SIGN AT BUILDING

FACE STARTING
14'-0" MIN. CLR HEIGHT

SIGN AT BUILDING

FACE STARTING
15'-5" MIN. CLR HEIGHT

PAVEMENT STRIPING TO SHOW

WHERE RRR TRUCK LOADING
OPERATIONS MUST OCCUR.
20' MIN.
20' MIN.
20' MIN.
80'-0" RIDE SHARE / PASSENGER LOADING ZONE

SPANISH COLONIAL

LANDMARK BUILDING

QUEEN ANNE

LANDMARK BUILDING
A3-205
A3-101
A3-102
A3-103
A3-204 A3-203
A3-202A3-201
A3-202
A3-201A3-206
SANTA MONICA BLVD.
2ND ST.
1ST COURT
OCEAN AVE.

NEW VEHICULAR ALLEY
RETAIL
RETAIL
RETAIL

RESIDENTIAL
MAIN
LOBBY

RETAIL /

RESTAURANT

RETAIL /

RESTAURANT

LOADING
DOCK

LEASING
OFFICE
10%
20% RAMP

UP FROM
LEVEL B3

ONE WAY
WATER
METER
GAS
METER
FIRE

COMMAND
CENTER
DATA

INCOMING

SERVICE
ROOM
COM. COM.

D
BLDG
A
LOBBY
MAIL
ROOM

PACKAGE
ROOM
PARCEL
ROOM ELEC.

TRASH
AND

RECYCLING

SEE NOTE A
4'-0" 4'-0" 5'-0"
DN
UP
DN
UP
DN
DN
UP
DN
UP
R
R
R
R R R
S
2007-032
THE
OCEAN
AVENUE

PROJECT
GEHRY PARTNERS, LLP.

ARCHITECTCLIENT
WORTHE

REAL ESTATE GROUP
TRUE NORTH A2-201 1/16"=1'-0"
FLOOR PLANLEVEL 01
Conceptual Plan
for Reference Only
Design Work in Progress
LEGEND
HOTELPUBLIC / OBS. DECK

SERVICE AND MECHANICAL

RETAIL/ RESTAURANT

CULTURAL USES

RESIDENTIAL
NOTE A

TRASH LOADING CONCEPT IS TO UTILIZE

PORTABLE INDUSTRIAL LIFTS TO UNLOADPRIVATE CONTAINERS BY THE BUILDINGS OPERATIONAL STAFF.CITY BINS ARE NOT INTENDED TO BE MOVED EXCEPT BY CITY RRR STAFF.

CONCEPT WILL BE FURTHER DEVELOPED BY A

WASTE / RECYCLING MANAGEMENT CONSULTANT
DURING SCHEMATIC DESIGN.

SK-0318.1
BOUNDARY for LANDMARKSCOMMISSION DESIGN REVIEW
Exhibit "L"
p. 1
DN
M
DN
DN
UP
DN
UP E

CULTURAL
USES

OPEN TO BELOW

OPEN TO BELOW
BOH
80'-10"
40'-6"
UP
UP
COM.

ELEC.

R
DN
UP
COM.

R
DN
UP
DN
UP
COM.

ELEC.

R
DN
UP
DN
UP
ELEC.

COM.

R
B2.01
1 BR
B2.02
2 BR
B2.03
1 BR
B2.04
1 BR
C2.01
1 BR
C2.02
1 BR
C2.03
1 BR
D2.01
1 BR
D2.02
3 BR
D2.03
1 BR
D2.05
1 BR
D2.04
2 BR
D2.06
1 BR

RETAIL/ RESTAURANT
C2.04
STUDIO
A2.01
1 BR
A2.03
2 BR
A2.04
1 BR
A2.05
STUDIO
D2.07
STUDIO
D2.08
1 BR
A2.02
STUDIO
D
H2.01

1.5 BAY
H2.02

1.5 BAY
H2.03
1 BAY
H2.04
1 BAY
H2.05
1 BAY
H2.06
1 BAY
H2.07
1 BAY
H2.08
1 BAY
H2.09
1 BAY
H2.10
1 BAY
HH
SS
WC
LOUNGE
POOL
BAR

MEETING
ROOM 2

MEETING
ROOM 1
POOL

BUSINESS
CENTER
GUEST
LOBBY

SERVICE
LOBBY

ELEC LINEN

TELECOM
A3-205
A3-101
A3-102
A3-103
A3-204 A3-203
A3-202A3-201
A3-202
A3-201A3-206
2007-032
THE
OCEAN
AVENUE

PROJECT
GEHRY PARTNERS, LLP.

ARCHITECTCLIENT
WORTHE

REAL ESTATE GROUP
TRUE NORTH A2-202 1/16"=1'-0"
FLOOR PLANLEVEL 02
Conceptual Plan
for Reference Only
Design Work in Progress
LEGEND
HOTELPUBLIC / OBS. DECK

SERVICE AND MECHANICAL

RETAIL/ RESTAURANT

CULTURAL USES

RESIDENTIAL
SK-0318.2
BOUNDARY for LANDMARKSCOMMISSION DESIGN REVIEW
Exhibit "L"
p. 2
Exhibit “M”, Page 1
EXHIBIT “M”

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Recording Requested By and
When Recorded Mail To:

Harding, Larmore, Kutcher & Kozal, LLP
1250 Sixth Street, Suite 200
Santa Monica, CA 90401
Attn: Paula J. Larmore
________________________________________________________________________

ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into by and between ___________________________, a _____________________________ (“Assignor”), and ________________________, a __________________ (“Assignee”).

R E C I T A L S
[NOTE TO DRAFTER: This form Assignment and Assumption Agreement is drafted for a purchase and sale of the full Project Site. If the transfer is other than a purchase and sale and/or less than the entire Project Site is being transferred, this form needs to be revised. Notably, if less than the entire Project Site is being transferred and/or the Project Site or any portion therefore is being transferred to more than one owner, this form needs to be revised to add joint and several liability for all owners of the Project Site in accordance with Development Agreement Section 13.2.]
A. The City of Santa Monica (“City”) and Assignor entered into that certain Development Agreement dated _______________, ____ (the “Development Agreement”), with respect to the real property located in the City of Santa Monica, State of California more particularly described in Exhibit “A” attached hereto (the “Project Site”).

B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of the Development Agreement for the Project Site (collectively, the “Project Approvals”).

C. Assignor intends to sell, and Assignee intends to purchase, the Project Site.

D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Project Site.

Exhibit “M”, Page 2
THEREFORE, the parties agree as follows:

1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee hereby accepts such assignment from Assignor.

2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Project Site.

3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of (a) delivery of this Agreement (b) the assignment and assumption contained herein, and (c) the release of Assignor in accordance with Section 13.2 of the Development Agreement. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Property.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below.
“ASSIGNOR”
_________________________________
“ASSIGNEE”
_____________________________
Exhibit “M”, Page 3

RECEIPT BY CITY
The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Santa Monica on this ___ day of ________________, ________.

CITY OF SANTA MONICA
___________________________________
By: _______________________________
Community Development Director
Exhibit “N”, Page 1
EXHIBIT “N”

FORM OF FIRST COURT ALLEY AIRSPACE LICENSE AND PEDESTRIAN MALL

MAINTENANCE AGREEMENT

FIRST COURT ALLEY LICENSE AND

PEDESTRIAN MALL MAINTENANCE AGREEMENT
This First Court Alley License and Pedestrian Mall Maintenance Agreement (hereinafter “Agreement”) is made and entered into as of this ____ day of ________________, 20__ (“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (hereinafter “City”), and BELLE VUE PLAZA, a California limited partnership, and OCEAN AVENUE PARTNERS, LLC, a Delaware limited liability company (hereinafter jointly “Developer”), with reference to the following:

R E C I TA L S:

A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. City is the owner of the public right-of-way interest in First Court alley, an approximately 20’-wide north-south public alley connecting Arizona Avenue (on the north) to Santa Monica Boulevard (on the south), in the City of Santa Monica, County of Los Angeles, State of California. Vehicle traffic travels one-way (southbound only) on First Court alley.

Exhibit “N”, Page 2
C. Developer is the owner of multiple parcels of real property commonly known as 1327-1337 Ocean Avenue and 101 Santa Monica Boulevard (all of which are located west of First Court and fronting on Ocean Avenue, collectively referred to as the “Ocean Avenue Parcel”) and 129 Santa Monica Boulevard (located on the east side of First Court and fronting on Second Street, referred to as the “Second Street Parcel”) in the City of Santa Monica, County of Los Angeles, State of California (collectively, the “Project Site”). A map of the Project Site is included as Exhibit “A”.

D. Developer is redeveloping the Project Site with a mixed-use project (“Project”) consisting of, among other things, a hotel, residential rental units, a Cultural Uses Campus, as well as other commercial uses, and subterranean parking. Developer and the City have entered into a Development Agreement dated _______________, 202___ for reference purposes, and recorded on __________ in the Office of the Los Angeles County Recorder as Instrument No. ______________ (the (“Development Agreement”) governing the development and operation of the Project on the Project Site. The off-site improvement plans for the Project approved by the City on [date] (“Construction Plans”) are on file with the City (Ref # of stamped drawings).

E. As a component of the Project, general vehicle traffic on First Court alley will be re-routed onto Second Street through a new public alley to be located on the northern portion of the Second Street Parcel (the “Re-routed Alley”). Developer shall separately provide the City with a public right-of-way easement for the Re-routed Alley pursuant to the easement agreement being executed and recorded concurrently herewith (the “Easement Agreement for Re-Routed Alley”).

F. On May 24, 2022, the City Council adopted Resolution No. 11420 stating its intention to adopt a pedestrian mall on a portion of First Court alley adjacent to the Project site (“Pedestrian Mall”) pursuant to the Pedestrian Mall Law of 1960, California Streets & Highways Code Sections 11000 et seq., and setting a public hearing date of September 27, 2022 for the City Council to make a determination on the adoption of the Pedestrian Mall. The Pedestrian Mall is more particularly described in the Legal Description and plat map attached hereto as Exhibit “B”.

G. On __________, 2022, the City Council adopted Resolution No.___________ determining that the Pedestrian Mall shall be established and introduced for first reading Ordinance No. _____establishing the Pedestrian Mall.

H. On __________, 2022, the City Council adopted Ordinance No. _________ establishing the Pedestrian Mall.

I. Consistent with California Streets and Highways Code Sections 11100, et seq., City and Developer propose that Developer will improve and maintain at Developer’s sole cost and expense certain pedestrian improvements on the surface of the Pedestrian Mall in the location shown on the Construction Plans. The pedestrian improvements are intended to enhance the pedestrian connectivity and overall pedestrian experience adjacent to and through the Project. The City’s property rights as to the Pedestrian Mall shall remain intact, but Developer shall be obligated to clean, repair and maintain the surface of the Pedestrian Mall and its improvements as provided in this Agreement.

Exhibit “N”, Page 3
J. The Project includes two subterranean tunnels (“Tunnels”) that will be located beneath portions of the Pedestrian Mall in order to: (a) connect the Project’s subterranean garage located beneath Developer’s property on either side of the Pedestrian Mall, (b) minimize the number of curb cuts and (c) internalize vehicle circulation within the Project. Both Tunnels will be two levels established at the Project’s subterranean levels B2 and B3. The Project also includes elevated residential open space on the Project’s second floor that is located on a platform that projects above the Pedestrian Mall (“Platform”). The general public will have no right to use this Platform; its use will be reserved for residents of the Project and their guests. As specified below, Developer will bear the full cost and expense of designing, constructing, maintaining and repairing the Tunnels and the Platform during the Term of this Agreement and any extensions hereof.

K. The City and Developer are entering into this Agreement to document the Developer’s obligations as to the Pedestrian Mall. This Agreement also provides the Developer with a license to use the airspace and subterranean space above and below First Court alley for purposes of giving Developer access and use rights as specified herein.

NOW, THEREFORE, in furtherance of the foregoing Recitals, in consideration of the mutual covenants contained herein and in exchange for the valuable consideration receipt of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

TERMS
SECTION 1. TERM OF AGREEMENT.

This Agreement shall commence on the Execution Date and terminate automatically upon the earlier to occur of (i) the reversion of First Court alley’s use as a vehicular public right-of-way consistent with Streets & Highways Code Section 11603 (as amended from time to time), (ii) the termination of this Agreement, or (iii) the termination of the Re-routed Alley as a public right of way (“Term”). Notwithstanding the foregoing, in the event termination is due to either subsections 1(i) or 1(iii), and Developer is not then in material breach of this Agreement as to any portion of the License Area, then Developer’s license for the License Area (as described in Section 4 below) shall continue so long as Developer continues to comply with its maintenance, repair and insurance obligations as to the License Area.

SECTION 2. PEDESTRIAN MALL IMPROVEMENTS.

Conditioned upon the City’s adoption of the Pedestrian Mall in accordance with the Streets & Highway Code Section 11000 et seq., prior to issuance of the Project’s Certificate of Occupancy for the Hotel Building (as defined by the Development Agreement), Developer shall construct the Pedestrian Mall improvements in accordance with that certain Offsite Improvement plan no. [____], approved by the City Engineer on [date], which is attached hereto as Exhibit “C”, and any modifications thereto approved by the City Engineer (the “Pedestrian Mall Improvements”).

The City reserves and retains all powers and responsibility for policing and enforcement of the Pedestrian Mall as a public right-of-way. The City also retains and reserves the right, without cause, to terminate the Pedestrian Mall at any time during the Term and revert its use to that of a Exhibit “N”, Page 4
public alley consistent with Streets & Highways Code Section 11603; provided, however, that the termination of the Pedestrian Mall shall cause the concurrent termination of the Re-Routed Alley easement described in Recital E, herein.

In accordance with Ordinance No. _____ (CCS) and California Streets & Highways Code Section 11101(b), members of the general public shall be prohibited from driving private motorized vehicles across the Pedestrian Mall. Notwithstanding this prohibition as to vehicular access by the general public, the City reserves the right to traverse across the Pedestrian Mall with police, fire and other municipal and emergency vehicles in the manner and times it deems necessary and appropriate in its sole and absolute discretion. Developer shall provide the City with access through a controlled-access point (e.g. gate or bollards) to be installed by Developer across the north end of the Pedestrian Mall and a controlled-access point (e.g. retractable bollards) to be installed by Developer across the curb cut at the south end of the Pedestrian Mall, in accordance with the off-site improvement plans approved by the City Engineer. Furthermore, Developer shall have the right to vehicle access during the course of performing its duties of construction, maintenance or repair of the Pedestrian Mall Improvements.

SECTION 3. PUBLIC UTILITIES.

Developer acknowledges, understands and agrees that the City and other publicly or privately owned utilities with statutory or other legal rights to install or access utilities under First Court alley (referenced hereinafter as “Utility Provider(s)”) may require new installation/maintenance/repair/replacement/upgrades of their respective utilities (referenced hereinafter as “Utility Improvements”) under the surface of First Court alley, including the Pedestrian Mall, as deemed necessary by the respective Utility Providers.

Developer additionally acknowledges, understands and agrees that such Utility Providers may cause resulting damage to or removal of the Pedestrian Mall Improvements as a result of the need to make Utility Improvements, the City shall bear no responsibility for the repair or replacement of the Pedestrian Mall Improvements as a result of such damage, and the Developer shall replace or repair the Pedestrian Mall Improvements as a result of the Utility Improvements as soon as reasonably possible but no later than thirty (30) days, subject to any then-existing permit requirements of the City and the approval of the City Engineer.

SECTION 4. GRANT OF LICENSE.

4.1 Definition of License Area.

A. Platform License Area. The phrase “Platform License Area” shall mean and refer to the volume of airspace above a portion of the Pedestrian Mall as described in this Agreement and more fully set forth in the legal description attached hereto on Exhibit “D”, incorporated herein by reference, and based that certain Offsite Improvement plan no. [____], approved by the City Engineer on [date], which is attached hereto as Exhibit “E”, and any modifications thereto approved by the City Engineer (“Platform Improvement Plan”).

Exhibit “N”, Page 5
B. Tunnel License Areas. The phrase “Tunnel License Areas” shall mean and refer to the two subsurface volumes of airspace beneath a portion of the Pedestrian Mall as more fully set forth in legal description attached hereto on Exhibit ”F”, and based upon that certain Offsite Improvement plan no. [____], approved by the City Engineer on [date], which is attached hereto as Exhibit “G” ”, and any modifications thereto approved by the City Engineer (“Tunnel Improvement Plan”). The Tunnels will physically connect two of the Project’s subterranean parking levels on the Ocean Avenue Parcel with the those on the Second Street Parcel, as shown on the Construction Plans. In accordance with Exhibit G, the Tunnel License Area will be located below existing utilities located beneath the Pedestrian Mall.

C. License Area. The Platform License Area and the Tunnel License Areas may be collectively referred to as the “License Area” in this Agreement.

4.2 Grant of License for Platform. On the terms and conditions set forth in this Agreement, the City hereby grants to Developer an exclusive License within the Platform License Areas for (1) the construction, maintenance and repair/reconstruction of the Platform in accordance with Exhibit “E” and (2) the use and enjoyment of the Platform by Developer’s tenants, guests, invitees, employees, contractors, subcontractors and consultants, as well as guests and invitees of Developer’s tenants (“Permitted Users of Platform License Area”). The rights granted herein shall be exercised consistent with the terms and conditions of the Development Agreement, as may be modified from time to time. The general public shall have no right of access to the Platform.

4.3 Grant of License for Tunnels. On the terms and conditions set forth in this Agreement, the City hereby grants to Developer an exclusive License within the Tunnel License Areas for: (1) the construction, maintenance and repair/reconstruction of the two dual-level subterranean Tunnels connecting the Ocean Avenue Parcel and the Second Street Parcels at the second and third levels of the Project’s subterranean levels beneath the Pedestrian Mall in accordance with Exhibit “G” and (2) the use of the Tunnels by Developer’s guests, invitees, employees, contractors, subcontractors and consultants, as well as guests and invitees of Developer’s tenants (“Permitted Users of Tunnel License Areas”). The rights of access to the Tunnels shall be monitored and controlled by the Developer in accordance with the Development Agreement, as may be modified from time to time, and all applicable laws and regulations.

4.4 Reservation of City’s Property Rights as to First Court Alley. Except only as altered by the rights, privileges and obligations granted to and imposed upon Developer by this Agreement, the City’s property rights as to the entirety of First Court, including the Pedestrian Mall, will remain intact.

SECTION 5. CONSIDERATION.

Developer’s construction of the Pedestrian Mall Improvements and grant of the easement for the Re-routed Alley constitute full and complete consideration for the City’s grant of the licenses granted hereunder.

Exhibit “N”, Page 6
SECTION 6. MAINTENANCE AND REPAIRS.

6.1 Maintenance and Repairs of the Pedestrian Mall.

A. During the Term of this Agreement, Developer, at its sole obligation and expense, shall keep the mutually agreed upon improvements to the Pedestrian Mall and all of the surface of the Pedestrian Mall in a good order, condition and repair.

B. Developer, at its sole obligation and expense, shall maintain the Pedestrian Mall and its improvements in a clean and safe condition in accordance with a maintenance plan (the “Maintenance Plan”), which shall include, without limitation, keeping the Pedestrian Mall’s surface evenly covered with the type of surfacing material originally installed thereon, or with substitute thereof approved by the City’s Public Works Director; promptly removing stray papers, debris and refuse; washing or thoroughly sweeping the surface thereof; periodically cleaning any lighting fixtures and replacing nonfunctioning bulbs as and when needed; maintaining any landscaping in a thriving condition; maintaining all signage in a clean and orderly condition; monitoring for and promptly removing graffiti; inspections for wear and repair/replacement as needed, and preventative care as needed. The Maintenance Plan as approved by the City’s Director of Public Works is attached hereto as Exhibit “H”. The Maintenance Plan may be amended from time to time upon mutual agreement of the Developer and the Director of Public Works.

C. If during the Term of this Agreement, any damage or destruction occurs to the Pedestrian Mall, including as a necessary result of Utility Improvements as described further in Section 3 above, Developer shall bear the cost to restore, repair or rebuild such damaged portions of the Pedestrian Mall to its prior condition unless otherwise agreed to in writing by City.

D. If at any time a determination is made by the City that the Pedestrian Mall is not safe due to conditions requiring maintenance and repairs, the City shall provide written notification to Developer. City is authorized to take immediate steps to discontinue use of the unsafe Pedestrian Mall by the public until all required repairs are performed. Any maintenance, repairs, or replacement/reconstruction necessary to make the Pedestrian Mall safe shall be performed promptly by Developer and in accordance with all applicable laws and governmental permits and inspections. All such work shall be completed with due diligence.

E. Developer’s failure to perform necessary maintenance and repairs required by this Section 6.1, after default and an opportunity to cure, shall constitute a material default of this Agreement subject to Section 17, below. In such event, City shall have the right, but no obligation, to make repairs at the Developer’s expense or, alternatively, to exercise its right to terminate this Agreement and remove the Pedestrian Mall improvements at the Developer’s expense. If City elects to perform any such maintenance or repairs, then upon completion of such maintenance or repairs Developer shall pay all costs incurred within ten (10) days of receipt of the City’s invoice. Failure to timely pay such costs shall constitute a material default of this Agreement. Notwithstanding the foregoing, Developer shall be excused from performing any obligation or undertaking in this Section 6.1 in the event and so long as the performance of any such obligation or undertaking is prevented or delayed or hindered by (a) war, insurrection, walkouts, riots, acts of terrorism, floods, pandemic, earthquakes, fires, casualties, acts of God, or similar Exhibit “N”, Page 7
grounds for excused performances or (b) inability to secure necessary labor, materials or tools, due to strikes, lockouts, or similar labor disputes or due to a global pandemic.

F. Notwithstanding the foregoing, if the Project is damaged/destroyed and not repaired/rebuilt pursuant to Section 26.1(b), then Section 26.2 (Restoration of Public Property and Termination of Re-Routed Alley License) shall apply instead of this Section 6.1.

6.2 Maintenance and Repairs of the License Area and Improvements Thereon.

A. Developer, at its sole obligation and expense, shall keep the Platform and Tunnels, including all structural and nonstructural components of the Platform and Tunnels, and all of the License Area in a good order, condition and repair.

B. Developer shall maintain the Platform and Tunnels in a clean and safe condition which shall include, without limitation, sweeping, visual inspection for graffiti, graffiti removal, inspections for wear and repair as needed, and preventative care as needed, including painting.

C. If at any time a determination is made that the Platform and/or Tunnels are not safe due to conditions requiring maintenance and repairs, Developer shall take immediate steps to discontinue use of the unsafe Platform and/or unsafe Tunnel(s) until all required repairs are performed. Any maintenance or repairs necessary to make the Platform and/or Tunnels safe shall be performed promptly and in accordance with all applicable laws and governmental permits and inspections.

D. Developer’s failure to perform necessary maintenance and repairs required by this provision, after default and an opportunity to cure, shall constitute a material default of this Agreement subject to Section 17, below.

E. Notwithstanding the foregoing, if the Project is damaged/destroyed and not repaired/rebuilt pursuant to Section 26.1(b), then Section 26.2 (Restoration of Public Property and Termination of Re-Routed Alley License) shall apply instead of this Section 6.2.

SECTION 7. CONDUCT AND RIGHTS OF ENTRY TO LICENSE AREA BY CITY.

The Developer shall at all times conduct its operations within the License Area in such a manner so that the License Area shall not become or constitute a nuisance either public or private.

Notwithstanding anything to the contrary, it is expressly understood and agreed that the City, any authorized agent thereof, and any Utility Provider shall have the right of entry onto and upon the License Area for the purposes of making Utility Improvements within the License Area. City shall use reasonable good faith efforts to exercise its rights of access in such a manner as to avoid the City’s unreasonable or unnecessary interference with the Developer’s use of the License Area and provide at least seventy-two (72) hours prior written notice to Developer; however, such right of entry shall be permitted without any prior notice whatsoever in the event of an emergency.

Exhibit “N”, Page 8
Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that the City: (i) cannot guarantee nor shall it assume any liability in the event that any other public agency or Utility Provider fails to give to Developer such notice as described herein above, and (ii) shall not be responsible or liable for the acts, errors, or omissions of any other public agency or third party with respect to such other public agency’s or third party’s actions regarding Utility Improvements within the License Area.

SECTION 8. EMPLOYEES’ AND MECHANICS’ LIENS
At all times during the Term of this Agreement, Developer shall keep the License Area and Pedestrian Mall free and clear of any mechanics’ liens and any other liens for labor, services, supplies, equipment, or material incurred by Developer. Developer shall at all times fully pay and discharge and wholly protect, defend, and hold harmless the City on account of those liens, claims, assertions, or the filing thereof.

SECTION 9. TAXES.

In the event that the Los Angeles County Assessor determines that this Agreement creates a possessory interest in public property, which is subject to taxation, Developer shall pay any and all taxes levied upon such interest. Developer shall also pay any and all taxes levied upon personal property and improvements belonging to Developer within the License Area, as well as all sales and other taxes levied against the Developer’s operations.

SECTION 10. INSURANCE REQUIREMENTS.

Prior to Developer commencing construction of the Project, Developer shall procure and maintain at Developer’s own cost and expense for the duration the Term of this Agreement, insurance as set forth in Exhibit “I” covering the Pedestrian Mall and License Area.

SECTION 11. LAWS AND REGULATIONS.

In fulfilling its obligations under this Agreement, Developer shall comply with applicable laws, ordinances, statutes, rules and regulations enacted by the City of Santa Monica, County of Los Angeles, State of California and Federal Government. Developer shall be required to obtain any and all building permits that may be required in connection with the construction of the Platform, the Tunnels and any other improvements in the License Area, as well as the Pedestrian Mall. Nothing in this Agreement shall be interpreted as a waiver or modification of any laws.

SECTION 12. PERMITS AND LICENSES.

Developer shall be required to obtain any and all permits or licenses that may be required from time to time in connection with the operation of its business activities in the License Area.

By executing this Agreement, Developer understands, acknowledges and agrees that City is acting in its proprietary capacity and nothing herein shall be interpreted as a waiver or modification of Developer’s obligations to obtain required permits for any off-site improvements for the Project Exhibit “N”, Page 9
or associated work contemplated in this Agreement. Similarly, nothing herein shall be deemed as the City’s regulatory pre-approval of any such improvements or work.

SECTION 13. TRANSFER.

This Agreement shall not be severable from Developer’s (or its successors or assigns) interest in the Project Site and any transfer of the Project Site or any portion thereof, shall automatically operate to transfer the benefits and burdens of this Agreement with respect to the transferred Project Site or transferred portions, as applicable.

SECTION 14. WAIVER OF BREACH.

A waiver by the City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein whether of the same or a different character.

SECTION 15. DEFENSE, HOLD HARMLESS AND INDEMNIFICATION.

15.1 As to Pedestrian Mall.

Developer shall indemnify, defend and hold harmless City, including but not limited to members of its City Council, boards and commissions, officers, agents, and employees and volunteers (collectively the “City Indemnitees”), from and against any and all loss, damages, liability, claims, demands, suits, costs and expenses, whatsoever, including reasonable attorneys’ fees and judgments, arising directly or indirectly from or related to (i) the physical condition of the improvements to the Pedestrian Mall; (ii) the maintenance or lack of maintenance of the Pedestrian Mall by Developer, its officers, agents, contractors, consultants, employees, and representatives; (iii) the breach or default in the performance of any obligation of the Developer as to the Pedestrian Mall under this Agreement; (iv) any negligence or willful misconduct by the Developer or any of its officers, agents, contractors, consultants, employees, and representatives, and (v) claims from any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies in connection with services or work conducted or performed at Developer’s request as to the Pedestrian Mall. Notwithstanding anything to the contrary, Developer shall not be responsible for claims arising from the sole active negligence or willful misconduct of the City.

This indemnification shall survive the termination of the Pedestrian Mall as to any and all claims arising during the Pedestrian Mall Term.

15.2 As to License Area.

Developer shall indemnify, defend and hold harmless City Indemnitees from and against any and all loss, damages, liability, claims, demands, suits, costs and expenses, whatsoever, including reasonable attorneys’ fees and judgments, arising directly or indirectly from or related to (i) the condition of the License Area and improvements thereon; (ii) use of the License Area and improvements thereon by Permitted Users of Tunnel License Areas and Permitted Users of Exhibit “N”, Page 10
Platform License Area; (iii) the conduct of Developer’s business, activities and operations in, upon or about the License Area; (iv) the breach or default in the performance of any obligation of Developer as to the License Area under this Agreement; (v) any negligence or willful misconduct by the Permitted Users of Tunnel License Areas and Permitted Users of Platform License Area; and (vi) claims from any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies in connection with services or work conducted or performed at Developer’s request as to the License Area. Notwithstanding anything to the contrary, Developer shall not be responsible for claims arising from the sole active negligence or willful misconduct of the City.

These indemnification provisions shall survive the termination of this Agreement as to any and all claims arising during the Term of this Agreement.

SECTION 16. INDEPENDENT CONTRACTOR.

It is understood and agreed that Developer, in the performance of this Agreement, will be acting in the wholly independent capacity and not as the agent, employee, partner, or joint venturer of the City.

SECTION 17. DEFAULT.

17.1 Material Events of Default. The failure of Developer to perform any of the covenants, conditions or provisions of this Agreement, including, the obligation to maintain and repair the Platform, Tunnels, and/or Pedestrian Mall, where such failure continues without Developer having initiated steps to remedy for longer than thirty (30) calendar days after written notice thereof from the City to the Developer shall constitute a material default and breach of this Agreement by Developer.

17.2 Notice of Default and Opportunity to Cure. In the event Developer fails or refuses to perform any material provisions of this Agreement at the time and in the manner required hereunder, City shall send to Developer a notice of default. If such default is not cured within a period of thirty (30) days after receipt by Developer from City of written notice of default, the remedies in Section 17.3 shall apply; provided, however, that if the nature of Developer’s noncompliance is such that more than thirty (30) days are reasonably required for its cure, then Developer shall not be deemed to be in default if Developer commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.

17.3 Remedies.
(i) Platform. In the event of any material default or breach by the Developer with respect to the Platform License Area, the City may perform or cause to be performed any unfulfilled obligations of Developer with respect to the Platform and be reimbursed by Developer for the cost thereof within fifteen (15) calendar days after delivery to Developer of the written receipts reflecting the cost expended by the City. In addition, in the event the Developer fails to cure any default with respect to the Platform License Area, the City shall have the right to terminate the license for the Platform License Area and all of the Developer’s rights thereto. Upon Exhibit “N”, Page 11
termination of the license for the Platform License Area, Developer shall promptly initiate and diligently pursue all steps necessary to remove the Platform from the Platform License Area. All costs incurred by the City relating to this default and remedy shall be chargeable to the Developer.

The termination of the license for the Platform pursuant to this Section 17.3(i) shall not constitute an automatic default of the license for the Tunnels unless there is a concurrent event of any material default or breach by the Developer with respect to the Tunnel License Areas. (ii) Tunnels. In the event of any material default or breach by the Developer with respect to the Tunnel License Areas, the City may perform or cause to be performed any unfulfilled obligations of Developer with respect to the Tunnel License Areas and be reimbursed by Developer for the cost thereof within fifteen (15) calendar days after delivery to Developer of the written receipts reflecting the cost expended by the City. In addition, in the event the Developer fails to cure any default with respect to the Tunnel License Areas, the City shall have the right to terminate the license for the Tunnel License Areas and all of the Developer’s rights thereto; provided, however, that City shall provide Developer with sufficient time to reconfigure vehicular ingress/egress to/from the subterranean garages. Upon termination of the license for the Tunnel License Areas, Developer shall promptly initiate and diligently pursue all steps necessary to remove the two subterranean tunnels and all improvements from the Tunnel License Areas. All costs incurred by the City relating to this default and remedy shall be chargeable to the Developer.

The termination of the license for the Tunnels pursuant to this Section 17.3(ii) shall not constitute an automatic default of the license for the Platform, unless there is a concurrent event of any material default or breach by the Developer with respect to the Platform License Area. (iii) Pedestrian Mall. In the event of any material default or breach by the Developer with respect to the Pedestrian Mall, the City may perform or cause to be performed any unfulfilled obligations of Developer with respect to the Pedestrian Mall and be reimbursed by Developer for the cost thereof within fifteen (15) calendar days after delivery to Developer of the written receipts reflecting the cost expended by the City. In addition, in the event the Developer fails to cure any default with respect to the Pedestrian Mall and the City reverts its use to that of a public alley consistent with Streets & Highways Code Section 11603, City shall not be obligated to reimburse Developer for any costs Developer has incurred with respect to designing, constructing or improving the Pedestrian Mall. Upon such a termination of the Pedestrian Mall, Developer shall promptly initiate and diligently pursue all steps necessary to remove the Pedestrian Mall Improvements and repave First Court Alley in accordance with Section 26.2. City shall, at Developer’s request promptly execute any documents required to terminate the easement being granted to the City as described in Recital E for the Re-Routed Alley and terminate use of the easement concurrently with any termination of the Pedestrian Mall. The termination of the Pedestrian Mall pursuant to this Section 17.3(iii) shall not constitute an automatic default of the Platform or Tunnel licenses unless there is a concurrent event of any material default or breach by the Developer with respect to the Platform License Area or the Tunnel License Areas, as applicable.
(iv) Additional Remedies. Except with respect to the right of complete and final termination of this Agreement, which is addressed in Section 26, the remedies provided for in this Section 17 shall not limit the rights or remedies which the City may have at law or equity.

Exhibit “N”, Page 12
SECTION 18. NOTICES.

All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally, or seventy-two (72) hours after the deposit thereof in the United States mail, postage prepaid, registered, or certified, addressed as hereinafter provided.

All notice, demands, requests or approvals from Developer to City shall be addressed as follows:

City of Santa Monica
1685 Main Street, Room 209
Santa Monica, California 90401
Attention: City Manager
With a copy to:

City Attorney’s Office
1685 Main Street, Room 310
Santa Monica, California 90401
And
City of Santa Monica
Community Development Department
1901 Main Street, Suite E
Santa Monica, CA 90405
Attention: Community Development Director
All notices, demands, requests or approvals from the City to Developer shall be addressed to:

Ocean Avenue Partners, LLC and Belle Vue Plaza
c/o Worthe Real Estate Group
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401
Attn: Jeff Worthe
With copy to:

Harding Larmore Kutcher & Kozal, LLP
1250 Sixth Street, Suite 200
Santa Monica, California 90401
Attn: Paula J. Larmore
Exhibit “N”, Page 13
SECTION 19. ESTOPPEL CERTIFICATE
Either Party and any Secured Lender (as such term is defined in the Development Agreement) may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing (each, an “Estoppel Certificate”): (a) that this Agreement is in full force and effect, (b) that this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, (c) whether or not, to the knowledge of the responding Party, the requesting Party is in Default or claimed Default in the performance of its obligations under this Agreement, and, if so, describing the nature and amount of any such Default or claimed Default, and (d) whether or not, to the knowledge of the responding Party, any event has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute a Material Event of Default and, if so, specifying each such event.

A Party receiving a request for an Estoppel Certificate shall execute and return such Certificate within fifteen (15) days following the receipt of the request therefor. If the party receiving the request hereunder does not execute and return the certificate in such 15-day period and if circumstances are such that the Party requesting the notice requires such notice as a matter of reasonable business necessity, the Party requesting the notice may seek a second request which conspicuously states “FAILURE TO EXECUTE THE REQUESTED ESTOPPEL CERTIFICATE WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED WAIVER PURSUANT TO SECTIONS 14 AND 19 OF THE FIRST COURT ALLEY AIRSPACE LICENSE AND PEDESTRIAN MALL MAINTENANCE AGREEMENT” and which sets forth the business necessity for a timely response to the estoppel request. If the Party receiving the second request fails to execute the Estoppel Certificate within such 15-day period, it shall be conclusively deemed that the Agreement is in full force and effect and has not been amended or modified orally or in writing, and that there are no uncured defaults under this Agreement or any events which, with passage of time of giving of notice, of both, would constitute a default under the Agreement. The City Manager shall have the right to execute any Estoppel Certificate requested by Developer under this Agreement. The City acknowledges that an Estoppel Certificate may be relied upon by any Property Transferee, Secured Lender or other party.

SECTION 20. ATTORNEYS’ FEES AND COSTS OF LITIGATION.

Should either party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses and such amount as the court may adjudge to be reasonable attorneys’ fees for the costs incurred by the prevailing party in such action or proceeding.

SECTION 21. CAPTIONS FOR CONVENIENCE.

The captions herein are for convenience only and are not a part of this Agreement and do not in any way limit, define or amplify the terms and provisions hereof.

SECTION 22. COUNTERPARTS.

Exhibit “N”, Page 14
This Agreement may be executed in several counterparts, each of which is an original, and all of which together constitute but one and the same document.

SECTION 23. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement. Except to the extent expressly referenced herein, all prior or contemporaneous agreements, understandings, representations and statements, whether direct or indirect, oral or written, are merged into and superseded by this Agreement, and shall be of no further force or effect.

SECTION 24. SEVERABILITY.

The invalidity of any provision of this Agreement as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.

SECTION 25. GOVERNING LAW.

The validity of this Agreement and any of its terms or provisions, as well as the rights and duties, shall be interpreted and construed pursuant to the laws of the State of California.

SECTION 26. TERMINATION.

26.1 Termination. All licenses from City to Developer granted pursuant to this Agreement shall terminate automatically and the licenses granted herein will terminate and revert back to the City, without any further notice, and Developer’s obligation to design, construct and maintain the Pedestrian Mall shall terminate in the event the Project, or any part thereof, is damaged or destroyed as defined by Development Agreement Section 3.5 and the Developer does not intend to repair or reconstruct the Project. If Developer fails to commence construction of the Project on the Project Site by the deadline of the Development Agreement’s “Outside Building Permit Issuance Date” as it may be extended under the Development Agreement, then this Agreement in its entirety shall become null and void and the licenses granted herein shall be of no further legal force and effect.

26.2 Restoration of First Court Alley. Upon the earlier to occur of expiration or termination of this Agreement, Developer shall reimburse the City for its actual costs to remove the Pedestrian Mall improvements and repave First Court Alley in accordance with the City’s then standard specifications for alleys. If Developer fails to meet its obligations under this Section 26.2, the City may remove the Pedestrian Mall improvements and charge all costs thereof to the Developer. City shall, at Developer’s request promptly execute any documents required to terminate the license being granted to the City as described in Recital E for the Re-Routed Alley and terminate use of the license concurrently with any termination of the Pedestrian Mall.

26.3 Removal of Tunnels and Platform. Upon the earlier to occur of: (i) Developer’s permanent abandonment of the Platform License Area and the Tunnel License Areas, or (ii) mutual agreement to terminate the licenses for the Tunnels and Platform, Developer shall have the Exhibit “N”, Page 15
obligation to obtain all necessary permits and perform all necessary work to remove the Platform and to backfill the Tunnels in a timely manner. If Developer fails to meet its obligations under this Section 26.3, the City may remove the Platform and backfill the Tunnels and charge all costs thereof to the Developer.

SECTION 27. EXHIBIT LIST.

Exhibit A: Map of Project Site
Exhibit B: Legal Description of Pedestrian Mall and Plat Map Exhibit C: Pedestrian Mall Improvement Plans
Exhibit D: Platform License Area Legal Description
Exhibit E: Platform Improvement Plans
Exhibit F: Tunnel License Areas Legal Description
Exhibit G: Tunnel Improvement Plans
Exhibit H: Pedestrian Mall Maintenance Plan
Exhibit I: Insurance Requirements
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

DEVELOPER:

BELLE VUE PLAZA,
a California limited partnership
By: ________DRAFT_______________
Name: __________________________
Title: ___________________________

OCEAN AVENUE PARTNERS, LLC,
a Delaware limited liability company
By: ________DRAFT_______________
Name: __________________________
Title: ___________________________
Exhibit “N”, Page 16
CITY:

CITY OF SANTA MONICA,
a municipal corporation
By: ________DRAFT_______________
Name: ___________________________
Title: _____________________________
ATTEST:

By: ________DRAFT_______________
Name: ______________________________
City Clerk
Exhibit “N”, Page 17
Exhibit “A”
Map of Project Site
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 18
Exhibit “B”
Legal Description of Pedestrian Mall and Plat Map
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 19
Exhibit “C”
Pedestrian Mall Improvement Plans
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 20
Exhibit “D”
Platform License Area Legal Description
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 21
Exhibit “E”
Platform Improvement Plans
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 22
Exhibit “F”
Tunnel License Areas Legal Description
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 23
Exhibit “G”
Tunnel Improvement Plans
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 24
Exhibit “H”
Pedestrian Mall Maintenance Plan
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “N”, Page 25
Exhibit “I”
Insurance Requirements
[To be added prior to execution of the First Court Alley License and Pedestrian Mall Maintenance Agreement.]
Exhibit “O”, Page 1
EXHIBIT “O”

FORM OF RE-ROUTED FIRST COURT ALLEY EASEMENT AGREEMENT
Recording Requested By:

City of Santa Monica
When Recorded Mail To:

City of Santa Monica
1685 Main Street, Room 310
Santa Monica, CA 90401
Attention: Senior Land Use Attorney________________________________________ Space Above This Line For Recorder’s Use
No Recording Fee Required
Government Code Section 27383

EASEMENT AGREEMENT FOR RE-ROUTED

PUBLIC ALLEY
THIS EASEMENT AGREEMENT FOR RE-ROUTED PUBLIC ALLEY (“Easement Agreement”) is executed on this ________ day of _________, 20___ (“Execution Date”) by and between BELLE VUE PLAZA, a California limited partnership (“Grantor”), and the CITY OF SANTA MONICA, a municipal corporation organized and existing pursuant to the laws of the State of California and its charter (“Grantee”).

RECITALS
A. WHEREAS, Grantor is the owner the real property commonly known as 129 Santa Monica Boulevard in the City of Santa Monica, County of Los Angeles, State of California, more particularly described in Exhibit “A,” attached hereto and incorporated herein by reference as the “Second Street Parcel.”
B. WHEREAS, Grantee is the owner of a public right-of way interest in First Court alley, an approximately 20’-wide north-south public alley connecting Arizona Avenue (on the north) to Santa Monica Boulevard (on the south), in the City of Santa Monica, County of Los Angeles, State of California. Vehicle traffic travels one-way (southbound only) on First Court alley.

C. WHEREAS, Grantor and OCEAN AVENUE PARTNERS, LLC, a Delaware limited liability company (together, “Developer”), and Grantee are parties that certain Development Agreement, dated _____________ for reference purposes, and recorded on _____________in the Office of the Los Angeles County Recorder as Instrument No. _____________ (the “Development Agreement”). The Development Agreement governs the development and operation of a mixed-use project (“Project”) consisting of, among other things, a hotel, residential rental units, a Cultural Uses Campus, as well as other commercial uses, and Exhibit “O”, Page 2
subterranean parking located on the Second Street Parcel as well as real property commonly known as 1327-1337 Ocean Avenue and 101 Santa Monica Boulevard (collectively referred to in the Development Agreement as the “Ocean Avenue Parcel”).

D. WHEREAS, the Development Agreement contemplates the southernmost portion of First Court alley between Arizona Avenue (on the north) and Santa Monica Boulevard (on the south) to be closed off for general vehicular access in order to facilitate said portion of First Court alley becoming a pedestrian mall (“Pedestrian Mall”) and on ____________, 20__, the Santa Monica City Council adopted Ordinance No. _______, establishing the Pedestrian Mall.

E. WHEREAS, Developer and Grantee have entered into that certain First Court Alley License and Pedestrian Mall Maintenance Agreement dated concurrently herewith (“Pedestrian Mall Agreement”) authorizing the Developer to improve the surface of said portion of First Court alley with the Pedestrian Mall improvements.

F. WHEREAS, the Development Agreement contemplates that Grantor will improve and grant to Grantee, and Grantee will accept from Grantor, an easement for a new east-west minimum 20’ wide public alley over a portion of the Second Street Parcel in order to facilitate re-routed right-of-way access from southbound First Court alley onto Second Street, as more particularly described herein.

G. WHEREAS, pursuant to the Development Agreement, Grantor has obtained a building permit for the Project or a building permit for the Project is ready to be issued, which includes a new alley for public right-of-way egress from First Court alley to Second Street across that portion of the Second Street Parcel legally described, depicted, and diagrammed in Exhibit “B,” attached hereto and incorporated herein by reference (“Re-routed Alley”).

H. WHEREAS, the portion of the Project developed on the Second Street Parcel includes (1) a subterranean garage, portions of which are beneath the Re-routed Alley, and (2) a mixed-use building(s) (the “Second Street Building(s)”) with retail/restaurant space located at the ground floor and residential apartments located above the ground floor, elevated portions of which will extend over the Re-routed Alley. The Re-routed alley is located within a defined airspace that does not include the subterranean garage beneath the Re-routed alley or any elevated portions of the Second Street Building(s).

I. WHEREAS, Grantor now desires to grant to Grantee, and Grantee desires to accept from Grantor, an exclusive easement with specified dimensions as shown on Exhibit “B” (“Easement Area”, also referred to herein as Re-Routed Alley) for use as a public right-of-way and on the terms and conditions set forth herein.

J. WHEREAS, Developer desires to construct certain improvements constituting the Re-routed Alley (the “Public Improvements”) within the Easement Area consistent with that certain Offsite Improvement plan no. [____], approved by the City Engineer on [date], which is attached hereto as Exhibit “C” (“Alley Improvement Diagram”).

Exhibit “O”, Page 3
K. WHEREAS, Grantor agrees to be responsible for the maintenance, repair and replacement of the Re-routed Alley, including, without limitation, any associated future capital improvements necessary to maintain the Re-routed Alley, except as expressly provided herein.

L. WHEREAS, Grantor acknowledges, understands, and agrees that Grantor assumes certain risks and that Grantee shall have no responsibility for damages arising from any faults or deficiencies related to Grantor’s construction, maintenance, or public use of the Rerouted Alley or the improvements identified in the Alley Improvement Diagram.

M. WHEREAS, nothing herein shall be interpreted to modify or waive City's or Grantor's respective rights and obligations under the Development Agreement except as expressly stated herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Description of Airspace of Easement Area.

The Easement Area is legally described, depicted, and diagramed in Exhibit “B”.

2. Grant of the Easement Area to Grantee.

Subject to the terms and conditions set forth in this Easement Agreement, upon Grantor’s completion of the Public Improvements consistent with the Alley Improvement Diagram, Grantor hereby grants to Grantee, and Grantee hereby accepts, an exclusive easement for public right-of way purposes on, over and through the Easement Area for use as a public alley (the “Easement”). This grant includes all Public Improvements to be constructed by Grantor in the Easement Area in accordance with the Alley Improvement Diagram. Except as expressly granted herein, the Easement granted herein provides Grantee rights only with respect to the Easement Area. Grantee shall have no right to construct or install subsurface public utilities, utility lines, utility equipment, or similar equipment in any portion of the Second Street Parcel without the written approval of the Grantor in its sole and absolute discretion.

3. General Public’s and Grantee’s Right to Use the Easement Area.

The right to use the Easement Area by Grantee and the general public shall be as a onedirection, eastbound public right-of-way connecting First Court alley to Second Street and for no other purpose. The right to commence use of the Easement Area by Grantee and the general public shall not commence until all of the Public Improvements have been completed to the satisfaction of the City Engineer. At that time, consistent with Streets & Highways Code Section 1806, subdivision (c), the City Engineer shall execute and record a Certificate of Acceptance in a form consistent with Exhibit “D” attached hereto.

4. Character of Easement.

The rights granted by this Easement Agreement shall inure to the benefit of the general public as a public right-of-way, including passage for refuse and recycling collection and public safety vehicles, and shall be subject to the terms and conditions of this Easement Agreement. For the avoidance of doubt, except in the event of an emergency or an immediate threat to public Exhibit “O”, Page 4
health and safety, Grantee shall have no right to prevent Grantor or its tenants, invitees, guests, employees, agents, contractors or subcontractors from using the Re-routed Alley to exit from the Project’s subterranean parking garage.

5. Improvements; Maintenance.

Prior to its use by Grantee or the general public, Grantor shall construct the Public Improvements in accordance with the Alley Improvement Diagram attached hereto as Exhibit “C”. Grantee shall have the right to install additional lighting, alley signage, and directional signage within the Easement Area (collectively, “Grantee Improvements”) without the approval of the Grantor; provided, however, that prior to Grantee’s installation of Grantee Improvements, Grantee shall offer to meet and confer with Grantor to review the details for installation (e.g. specific size, location(s), timing, logistics, etc.) in order to avoid inadvertent conflict with Grantor’s operation of the Project.

Grantor shall keep the Public Improvements in sound physical condition and good repair consistent with the Alley Improvement Diagram. The Grantor shall be responsible to perform customary street sweeping services as to this public alley..

6. Term of Easement.

The Easement granted in this Easement Agreement shall commence on the acceptance of the Public Improvements by the City Engineer and shall remain in effect until the sooner of (i) termination of the Pedestrian Mall Agreement and reversion of First Court alley’s use as a vehicular public right-of-way consistent with Streets & Highways Code Section 11603 (as amended from time to time) or (ii) the City’s vacation of the Easement. Upon termination of the Pedestrian Mall, (a) the Easement Area shall automatically convert to a private driveway and the public’s right to use of the Easement shall terminate, (b) Grantee shall, at Grantor’s request, promptly execute any documents required to terminate this Easement Agreement, and (c) Grantor shall have the right to retain the Second Street curb cut, subject to reasonable conditions of approval imposed by the City Engineer or the City’s Traffic Engineer. Grantee acknowledges that modifications to the Re-routed Alley may be required to ensure vehicular access to/from the Project’s subterranean garage(s) upon the revocation or termination of the Tunnel License in the Pedestrian Mall Agreement and that Grantor may apply for a permit from the City for such modifications, which permit shall not be unreasonably withheld.

7. Reservation of Property Rights; Reversion.

Consistent with Streets & Highways Code Section 104.2, with the exception of the Easement Area, Grantor retains all rights to use, improve, and maintain all other areas of the Second Street Parcel consistent with the Development Agreement and all applicable governing regulations. Upon termination or expiration of the Easement Agreement, the interest in, and rights to, the Easement Area granted to Grantee by this Easement Agreement shall be extinguished and shall revert to Grantor.

Exhibit “O”, Page 5

8. Indemnity and Release of Claims by Grantor.
a. Indemnity.

Grantor agrees to defend, indemnify, protect, and hold harmless Grantee, its agents, officers, boards and commissions, and employees (collectively, “Grantee Indemnitees”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorneys’ fees, or payments for injury to any person or property caused or claimed to be caused by the acts, errors, and/or omissions of Grantor, or Grantor's employees, agents, officers, contractors, subcontractors, consultants, and subconsultants in connection with Grantor’s construction or maintenance of the Re-routed Alley or the improvements identified in the Alley Improvement Diagram (collectively, “Losses”); provided, however, that Grantor's duty to defend, indemnify, protect and hold harmless shall not include any Losses to the extent arising from the active negligence or willful misconduct of the Grantee Indemnitees. Notwithstanding Grantor's obligation to defend Grantee hereunder, Grantee has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Grantor, if Grantee chooses to do so.
b. Enforcement Costs.

Grantor agrees to pay any and all costs the Grantee incurs enforcing the indemnity, defense, and hold harmless provisions set forth in Section 8(a) herein unless any of the Grantee Indemnitees are found to be actively negligent or to have committed willful misconduct by a court of law of competent jurisdiction, in which case Grantor’s financial obligations shall be reduced proportionally as determined by the court.
c. Release of Claims.

In consideration for Grantee’s acceptance of the Grantor’s grant of the Easement, Grantor releases and waives all claims against the Grantee Indemnitees arising from the use of the Easement Area as a public right-of-way, and agrees that the Grantee shall not be liable for any Losses to Grantor arising from the use of the Easement Area as a public right-of-way and/or Grantee’s construction or installation of Grantee’s improvements or Grantee’s maintenance of the Easement Area except to the extent caused by the active negligence or willful misconduct of the Grantee Indemnitees.
d. Survival.

Grantor’s obligations under Section 8(a)-(c) shall survive termination or expiration of this Easement Agreement.
e. Insurance.

Grantor shall procure, maintain, and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with Grantor’s construction or maintenance of the Re-routed Alley or the improvements identified in the Alley Improvement Diagram. Grantor must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit “E.”

9. No Obligation for Grantor to Provide Security.

Exhibit “O”, Page 6
Grantor shall have no obligation to provide surveillance or security for the public’s use of the Easement Area. The Re-Routed Alley within the Easement Area shall be public property once the Easement takes effect and continuing until its lawful termination.

10. Attorneys’ Fees and Costs.

If legal action is brought by either Grantor or Grantee because of breach of this Easement Agreement or in order to enforce a provision of this Easement Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

11. Notices.

All written notices and demands of any kind that any party may be required or may desire to serve on the other party in connection with this Easement Agreement may be served by registered or certified mail as an alternative to personal service. Any such notice or demands served by registered or certified mail shall be deposited in the United States mail with postage thereon fully prepaid, addressed to the party to be served as follows:

If to Grantee: City Manager
City of Santa Monica
1685 Main Street, Room 209
Santa Monica, CA 90401
With a copy to:

City Attorney
City of Santa Monica
1685 Main Street, Room 310
Santa Monica, CA 90401
If to Grantor: Ocean Avenue Partners, LLC
Care of: Worthe Real Estate Group
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401
Attention: Jeff Worthe
With a copy to:

Harding Larmore Kutcher & Kozal
1250 6th Street, Suite 200
Santa Monica, CA 90401
Attention: Paula J. Larmore
Service of any notice or demand made by mail shall be deemed complete on the date of actual delivery. Any party hereto may, from time to time by notice in writing served upon the other party in the aforesaid manner, designate a different mailing address or a different person to whom all notices and demands are thereafter to be addressed.

Exhibit “O”, Page 7

12. Governing Law.

This Easement Agreement shall be governed by and construed in accordance with the laws of the State of California.

13. Binding Effect.

This Easement Agreement shall run with the Second Street Parcel and be binding on and inure to the benefit of the successors and assigns of Grantor and Grantee.

14. No Irrevocable Offer
This Easement Agreement shall not be deemed to be constitute an irrevocable offer of dedication of real property pursuant to Government Code Section 7050.

15. Incorporation of Recitals and Exhibits.

The Recitals and Exhibits set forth above are incorporated herein and made a part of the terms and conditions of this Easement Agreement.

16. Counterparts; Execution.

This Easement Agreement may be signed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Easement Agreement. The execution of this Easement Agreement may be effectuated by digital or electronic signatures, including through DocuSign, Portable Document Format, or equivalent means; an executed counterpart or original may be delivered via facsimile, electronic mail, DocuSign, or other equivalent means; and the execution or delivery of the Easement Agreement through the aforementioned means shall be valid and given equal force and effect as wet-ink signatures personally delivered.

IN WITNESS WHEREOF, this Easement Agreement has been executed by the parties as of the date herein first above written in Santa Monica, California.

GRANTEE

CITY OF SANTA MONICA
a municipal corporation
By: _________________________

DAVID WHITE
City Manager
APPROVED AS TO FORM:

SANTA MONICA CITY ATTORNEY
_________________________
____________________________
City Attorney
Exhibit “O”, Page 8
ATTEST:
____________________________

DENISE ANDERSON-WARREN
City Clerk
GRANTOR:

BELLE VUE PLAZA, a California limited
partnership
By: ____________________________
Name: __________________________
Title: ___________________________
Exhibit “O”, Page 9
Exhibit “A”

SECOND STREET PARCEL LEGAL DESCRIPTION
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.

Exhibit “O”, Page 10
Exhibit “B”

RE-ROUTED ALLEY LEGAL DESCRIPTION AND MAP OF DEDICATION [To be added prior to execution of Easement Agreement.] Exhibit “O”, Page 11
Exhibit “C”

ALLEY IMPROVEMENT DIAGRAM
[To be added prior to execution of Easement Agreement.] Exhibit “O”, Page 12
Exhibit “D”

CERTIFICATE OF ACCEPTANCE
This is to certify that the easement interest in real property conveyed by the Easement Agreement dated __________ from BELLE VUE PLAZA, a California limited partnership ("Grantor"), to the CITY OF SANTA MONICA, a municipal corporation ("Grantee"), is hereby accepted by order of the City Council of the City of Santa Monica on __________ and Grantee consents to recordation thereof by its duly authorized officer. The name of the vehicular public right-of-way shall be [__________].

Dated: ___________________

CITY OF SANTA MONICA
a municipal corporation
By: _________________________
[Name]
City Engineer
Exhibit “O”, Page 13
Exhibit “E”

MINIMUM INSURANCE REQUIREMENTS
[To be added prior to execution of Easement Agreement.] Exhibit “P”, Page 1
EXHIBIT “P”

FORM OF DEED RESTRICTION FOR AFFORDABLE HOUSING UNITS
Recording Requested By:

City of Santa Monica
When Recorded Mail To:

City Planning Division – Mail Stop 28
1685 Main Street
Santa Monica, CA 90401
Attention: Planning Manager_________________________________________________ Space Above This Line For Recorders Use
No Recording Fee Required
Government Code Section 27383
[NOTE TO DRAFTER: THIS FORM IS INTENDED TO REFLECT THE CITY'S

STANDARD DEED RESTRICTION FORM WITH MODIFICATIONS TO BE CONSISTENT WITH DEVELOPMENT AGREEMENT SECTIONS 2.7.1, 2.7.2 AND 2.8.1. IN THE EVENT

OF ANY INCONSISTENCIES BETWEEN THIS EXHIBIT/FORM OF DEED RESTRICTION

AND THE DEVELOPMENT AGREEMENT, THE DEVELOPMENT AGREEMENT PREVAILS.]

AGREEMENT IMPOSING RESTRICTIONS

ON RENTS & OCCUPANCY OF REAL PROPERTY

THIS AGREEMENT IMPOSING RESTRICTIONS ON RENTS & OCCUPANCY OF REAL PROPERTY, entered into this [____] day of [___________] 20 _ (“Agreement”), by and between the CITY OF SANTA MONICA, a Municipal Corporation (hereinafter the "City"), and BELLE VUE PLAZA, a California limited partnership, and OCEAN AVENUE PARTNERS, LLC, a Delaware limited liability company (collectively the “Developer”), is made with reference to the following:

R E C I T A L S:

A. Developer is the owner of certain real property 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, in the City of Santa Monica, in the County of Los Angeles, California (hereinafter referred to as the "Subject Property").

B. The Subject Property consists of:

Exhibit “P”, Page 2
(1) approximately 52,570 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 (collectively the “Ocean Avenue Parcel”) which consists of:
(i) the land located in the City of Santa Monica, State of California, commonly known as 101 Santa Monica Boulevard (and also commonly known as 103 Santa Monica Boulevard, 105 Santa Monica Boulevard, 107 Santa Monica Boulevard, 109 Santa Monica Boulevard, 111 Santa Monica Boulevard, 113 Santa Monica Boulevard, 115 Santa Monica Boulevard, 1355 Ocean Avenue and 1357 Ocean Avenue) that is currently improved with a two-story mixed-use commercial/residential structure with a rooftop penthouse apartment (the “101 Santa Monica Boulevard Building”) and surface parking, (ii) the land located in the City of Santa Monica, State of California, commonly known as 1337 Ocean Avenue that is currently improved with (i) 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 one-story rear structure that is in commercial use (the “1337 Ocean Avenue Rear Structure”), and surface parking,
(iii) the land located in the City of Santa Monica, State of California, commonly known as 1333 Ocean Avenue that is currently improved with 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 and (iv) the land located in the City of Santa Monica, State of California, commonly known as 1327 Ocean Avenue that is currently improved with a two-story building that is in commercial use (the “1327 Ocean Avenue Building”) and surface parking; and (2) approximately 30,000 square feet of land located in the City of Santa Monica, State of California, commonly known as 129 Santa Monica Boulevard (the “Second Street Parcel”) that is currently improved with surface parking.

C. The Subject Property is more particularly described in Exhibit "A" which is attached hereto and incorporated herein by this reference.

D. The Subject Property has nineteen (19) residential rental dwelling units (“Existing Unit(s)”) located in the existing 101 Santa Monica Boulevard Building that are subject to the Santa Monica Rent Control Law (Article XVIII of the City Charter) (“RCL”)).

E. The City and Developer have executed that certain Development Agreement (“Development Agreement”) dated [insert] and recorded on [date] in the Office of the Los County Recorder as Instrument No. [insert], pertaining to the Developer’s construction of “the Project,” as specifically defined in Recital L of the Development Agreement.

Exhibit “P”, Page 3
F. The Project includes the demolition of the nineteen (19) Existing Units and replacement of these units within the Project (“Replacement Units”), and the Development Agreement (Sections 2.7.1, 2.7.2 and 2.8.1) requires that three (3) of the Replacement Units are deed-restricted as affordable for Eighty Percent Income Households and five (5) of the Replacement Units are deed-restricted as affordable for Moderate Income Households subject to certain exceptions for Displaced Tenants specified in the Development Agreement.

G. In addition to the eight (8) deed-restricted affordable Replacement Units, the Development Agreement requires seventeen (17) additional deed-restricted affordable units for a total of twenty-five (25) deed-restricted affordable units in the Project.

H. The City approved the Development Agreement, subject to the conditions of this Agreement, which are imposed for the benefit of the City, the public, and surrounding landowners and without which the Project would not be approved.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

1. RECITALS.

The Recitals stated above, are hereby incorporated by reference into this Agreement and adopted by the parties to this Agreement as true and correct.

2. DEFINITIONS.

2.1 “Affordable Units” means dwelling units within the Project that are available to and occupied by Thirty Percent, Fifty Percent, Eighty Percent and Moderate Income Households at Affordable Rent (as such terms are defined below).

2.2 “Affordable Rent” means:
(a) For Thirty Percent Income Households, the product of thirty percent times thirty percent of the Area Median Income adjusted for household size appropriate for the unit. (b) For Fifty Percent Income Households, the product of thirty percent times fifty percent of the Area Median Income adjusted for household size appropriate for the unit. (c) For Eighty Percent Income Households whose gross incomes exceed the maximum incomes for Fifty Percent Income Households, the product of thirty percent times sixty percent of the Area Median Income adjusted for household size appropriate for the unit. (d) For Moderate Income Households, the product of 30 percent times 110 percent of the Area Median Income adjusted for household size appropriate for the unit.

2.3 “Area Median Income or AMI” means the median family income published from time to time by the United States Department of Housing and Urban Development ("HUD") for the Los Angeles-Long Beach Metropolitan Statistical Area.

Exhibit “P”, Page 4

2.4 “Displaced Tenant(s)” means a tenant(s) with a lease for an Existing Unit in effect at the time that the Existing Units are withdrawn/removed from the rental housing market.

2.5 “Eighty Percent Income Household” means a household whose gross income does not exceed the eighty percent income limits applicable to the Los Angeles-Long Beach Primary Metropolitan Statistical Area, adjusted for household size, as published and periodically updated by HUD. Eighty Percent Income Households include Fifty Percent Income Households.

2.6 “Fifty Percent Income Household” means a household whose gross income does not exceed the fifty percent income limits applicable to the Los Angeles-Long Beach Primary Metropolitan Statistical Area, adjusted for household size, as published and periodically updated by HUD. Fifty Percent Income Households include Thirty Percent Income Households.

2.7 “Life of the Project” shall mean a period commencing on the date of Certificate of Occupancy is issued for the Project and ending on the date which is ninety-nine (99) years from Certificate of Occupancy for the Project; provided, however, that if the Project is damaged or destroyed and cannot be rebuilt in accordance with the development standards permitted in the Development Agreement, then the Life of the Project shall be deemed to have ended as of the date of such damage or destruction. For purposes herein, if a building within the Project is issued a certificate of occupancy separate from another building within the Project, then the Life of the Project shall be determined for each separate building for which a certificate of occupancy has been issued.

2.8 “Moderate Income Household” means a household whose gross income exceeds the maximum income for an 80% income household and whose gross income does not exceed the lesser of: (i) 120% of the Area Median Income, adjusted for household size, as published and periodically updated by the California Department of Housing and Community Development (HCD) or (ii) twice the income limit for 50% income households, adjusted for household size, as published and periodically updated by HUD.

2.9 “Price-Restricted Replacement Units” means the eleven (11) Replacement Units in the Project that are/will be subject to the RCL and are not Affordable Units.

2.10 “Rent” has the same meaning as provided in title 25, section 6918 of the California Code of Regulations, as amended from time to time in accordance with law.

2.11 “Thirty Percent Income Household” means a household whose gross income does not exceed the thirty percent income limits applicable to the Los Angeles-Long Beach Primary Metropolitan Statistical Area, adjusted for household size, as published and periodically updated by HUD.

3. CONTRACT WITH CITY.

Developer hereby acknowledges that by executing the Development Agreement for the Project, the City has provided certain vested rights to the Developer for the Project. In exchange for these vested rights, which are of financial benefit to the Developer, Developer has entered into this contract with this City and agreed to the other conditions of the Development Agreement, including the requirement included in this Agreement to provide and maintain twenty-five (25) Exhibit “P”, Page 5
Affordable Units on the Subject Property for occupancy by qualified households who meet the requirements specified in this Agreement.

4. DEVELOPER TO PROVIDE AND MAINTAIN TWENTY-FIVE (25) AFFORDABLE UNITS.
(a) Upon issuance of a Certificate of Occupancy for the Project, Developer shall provide and maintain 25 Affordable Units on the Subject Property, as follows:
• Four (4) Affordable Units shall be available to and occupied by Thirty Percent Income Households at Affordable Rent;
• Four (4) Affordable Units shall be available to and occupied by Fifty Percent Income Households at Affordable Rent;
• Six (6) Affordable Units shall be available to and occupied by Eighty Percent Income Households at Affordable Rent;
• Eleven (11) Affordable Units shall be available to and occupied by Moderate Income Households at Affordable Rent; and
• Notwithstanding the foregoing, (i) the maximum allowable rent for Displaced Tenants that income-qualify for an Affordable Unit shall be governed by Section 5.2(a) of this Agreement and (ii) the five (5) Replacement Units that are Affordable Units for Moderate Income Households may be occupied by Displaced Tenants that do not income-qualify for an Affordable Unit in accordance with Section 5.2(b) of this Agreement.

The Affordable Units shall include a minimum of three (3) studios units, eight (8) one-bedroom units and nine (9) two-bedroom units with the remaining five (5) Affordable Units consisting of either studio or one-bedroom units.

Developer shall submit plans to the City's Building Official, identifying the unit numbers and exact locations of all of the Affordable Units. The submittal of these plans with the required identification of Affordable Units shall be a condition precedent to Developer obtaining a building permit for the Project. Prior to issuance of a Certificate of Occupancy for the Project, the Developer shall update the plans to specify the income-level for each Affordable Unit consistent with the requirements in this Section 4(a).
(b) The Affordable Units shall be rental units and the maximum rent shall be calculated pursuant to the formula set forth in Section 5 of this Agreement. (c) The City shall issue a Certificate of Occupancy for the Project ("Certificate") expressly contingent upon compliance with the terms of this Agreement. A valid Certificate shall be required at all times to continue to use or occupy the Project. A breach of this Agreement shall Exhibit “P”, Page 6
be grounds for revoking the Certificate. The City shall provide reasonable notice and an opportunity to cure any breach of this Agreement prior to revoking the Certificate. (d) Except for the eight (8) Replacement Units that are Affordable Units, the Affordable Units shall comply with the following minimum unit sizes: 500 square feet for studios, 600 square feet for one-bedrooms, 850 square feet for two-bedrooms and 1,080 square feet for three-bedrooms. The minimum unit sizes for the eight (8) Replacement Units that are Affordable Units shall be (i) pursuant to the terms of a Removal Permit issued by the Rent Control Board or (ii) if the Existing Units are removed from the rental housing market pursuant to Development Agreement Section 2.7.1(c), reasonably comparable in total floor area (up to a 15% difference) to the Displaced Tenant’s prior Existing Unit, as applicable. The minimum unit size requirements in SMMC Section 9.10.070(C)(1)(a)(iv) shall not apply to the Project. (e) Except for the eight (8) Replacement Units that are Affordable Units, the average number of bedrooms per unit for the Affordable Units shall be equal to or greater than 1.5. The eight (8) Replacement Units that are Affordable Units shall be studio or one-bedroom units.

5. TERMS FOR THE RENTAL OF THE AFFORDABLE UNITS.

5.1 Except as provided in Section 5.2 with respect to Displaced Tenants, the following terms shall apply for the rental of the Affordable units:
(a) The maximum Affordable Rent for the 25 Affordable Units on the Subject Property shall be calculated as follows:

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

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).

Exhibit “P”, Page 7
(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.

Exhibit “P”, Page 8
(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 Exhibit “P”, Page 9
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
Exhibit “P”, Page 10
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.

Exhibit “P”, Page 11
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.

Exhibit “P”, Page 12

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.

Exhibit “P”, Page 13
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:

Exhibit “P”, Page 14

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.

Exhibit “P”, Page 15

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.

Exhibit “P”, Page 16

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.

Santa Monica City CouncilJuly 26, 2022

Santa Monica City Council
July 26, 2022