B. Exclusive Negotiation Agreement and License Agreement, May 31, 2024 — Santa Monica City Council, December 17, 2024

DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351 E7F Contract No. 11551
EXCLUSIVE NEGOTIATION AGREEMENT (ccs')
S/3l/2~J!IS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is entered into on _ ____ by and between the CITY OF SANTA MONICA ("City"), a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica, and Hollywood Community Housing Corporation, a California nonprofit public benefit corporation, (referenced herein as "Developer"), ( collectively, "Parties") on the terms and provisions set forth below.

RECITALS
A. The City is the owner of certain real properties (the "Sites") located within the City of Santa Monica, California. The Sites are comprised of three noncontiguous properties totaling approximately thirty-seven thousand five hundred square feet located at 1217 Euclid Street (Assessor's Parcel Number 4282-004-900), 1211-1217 Fourteenth Street (APN 4282-003-900 and 4282-003-901) and 1146 Sixteenth Street (APN 4281-005-900).

The Sites are scattered within the general vicinity of Wilshire Boulevard and Fourteenth Street. The Sites are currently used as City public surface parking lots. A Sites Map is attached as Exhibit A.

B. In June 2023, the City issued a Request for Proposals ("RFP") with respect to ground leased development on the Sites consisting of affordable housing ("Project").

C. In response to the RFP, Developer submitted a proposal on September 15, 2023 for development of a total of 130 units on the Sites. A copy of the proposal ("Proposal") is attached as Exhibit B.

D. On March 19, 2024, the City Council authorized the City Manager to enter into exclusive negotiations with Developer for the development of the Project and the ground leasing of the Sites, subject to the Council's approval of the terms and conditions of a Disposition and Development Agreement ("DDA") with respect to the ground leasing of the Sites and the development of the Project on the Sites.

E. City and Developer wish to. enter into this Agreement to exclusively negotiate the terms and conditions for development of the Sites, subject to all the terms and conditions of this Agreement.
1 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A 1351 E7F IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

I. [§ 100] Purpose of Agreement
The purpose of this Agreement is to provide a period of exclusive negotiations and to set forth the terms and conditions under which the Parties shall work together in developing the scope of the Project and any actions required to be taken by Developer or City with respect thereto and to negotiate diligently and in good faith to achieve the milestones set forth in the Schedule of Performance attached as Exhibit C (the "Schedule of Performance").

II. [§ 200] Elements of Proposal
The Developer agrees that the City, in making its determination to enter into this Agreement with Developer, relied upon the project components, programs, and objectives contained within the Proposal ( collectively, the "Elements"). The Parties acknowledge that the Project may change based on stakeholder, community and/or City input as agreed to by the Developer. The proforma for the Project as it evolves shall reflect the Developer's commitment to key Elements (as such key Elements may evolve), including but not limited to ground lease payments, Project program, design, replacement public parking, sequencing of development on the Sites, and sustainability.

The Parties agree that this Agreement and the DDA shall be guided by all of the Elements as the Project design specifics are refined. The negotiations shall address, but need not conform to, the exact details of the Proposal; it being understood that the ultimate scope of the Project is subject to change in connection with the development of the scope of the Project outlined below in Article III.

III. [§ 300] Development of Scope of Project
[§ 301] Generally
The Developer agrees that Developer's design of the Project shall be substantially consistent with the Elements and the Design Concept Plans (defined below) approved by the City Council following the community input process outlined below in Section 302. [§ 302] Communitv Input Process
The Developer agrees to facilitate community input by implementing a community input process spanning approximately three (3) months. City staff shall review and approve the development team's community input plan. The purpose of the community input process is to inform the community about the proposed development and elicit community input regarding the Project. The Developer, Architect, and Supportive Services Provider ("Development Team") will be active in the process.
2 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351E7F It is anticipated that the community input process will culminate in the consideration of a ODA by the City Council. If the DOA is approved, the Project will then proceed through the land use approval process.
[§ 303] Initial Business Terms
Initial Business Terms will be developed and constitute a general framework for good faith negotiations of the terms and conditions of the DOA, which shall be subject to City Council approval. The Initial Business Terms shall be in substantial conformance with the terms and conditions listed in section 404 of this agreement.

IV. [§ 400]
[§ 401]
Exclusive Good Faith Negotiations
Good Faith Net.iotiations
The Parties hereto agree to negotiate diligently and in good faith the terms and conditions of the DDA and related documents relating to the ground leasing of the Sites and the development, use and operation of the Project on the Sites. Good faith negotiations shall mean negotiations based upon the City-approved Design Concept Plans (defined below), Operational Plans (defined below), Initial Business Terms, and a scope of work for any required public improvements (referenced collectively hereinafter as "Scope"). The Design Concept Plans shall include a site plan, elevations and sections of the Project improvements as they are to be developed and constructed on the Sites.

The Operational Plan shall include a proposal for target resident populations, household income levels, scope and funding of services for Project residents, and any rental subsidies necessary for Project feasibility. Without limiting the foregoing, City shall use its good faith reasonable efforts to schedule public hearings before the City Council and City boards and commissions consistent with the time frames set forth in the Schedule of Performance. [§ 402] Period of Negotiations
Unless earlier terminated in accordance with the provisions of this Agreement, the Parties agree to negotiate diligently and in good faith the Project Scope and the Initial Business Terms for nine (9) months, commencing upon the full execution of this agreement ("Original Term"). The City Manager may approve an extension of the Original Term after approval of the Scope in accordance with Section 403 below.
[§ 403] Extension of Ne~otiations
Unless earlier terminated in accordance with the provisions of this Agreement, one (1) eight (8)-month extension beyond the Original Term ("Extension Period") is possible with the written agreement of the City Manager, exercised in the City Manager's sole and absolute discretion.
3 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F [§ 404] DDA Terms and Conditions
The terms and conditions of any DDA entered into with the Developer shall be m conformance with the following components:

A. Subject to satisfying the required conditions precedent as set forth in the DDA, the Developer and City would enter into a long-term ground lease ("Ground Lease"), whereby the Developer would ground lease the Sites from the City. The term of the Ground Lease, rental, sublease and use restrictions, mortgagee protections, default provisions and such other provisions as City and the Developer shall determine may be necessary or appropriate shall be negotiated and incorporated into the Ground Lease. The exact terms and schedule under which the City would ground lease the Sites to Developer will be negotiated and set forth in the Ground Lease.

B. The Developer shall finalize the Design Concept Plans and construct the Project on the Sites in accordance with a schedule of performance to be negotiated as part of the DDA, the approved Scope included in the DDA, all approved entitlements including Architectural Review Board approval, and technical approvals from the City and other agencies (the "Entitlements").

C. Without limiting the scope of DDA negotiations, at a minimum, the DDA shall contain the following provisions:

1. All residences in the proposed development must be subject to long-term income eligibility and affordability covenants;

2. If the Project has a commitment for an operating subsidy, like Project Based Section 8, and dedicated funding for supportive services, then the affordable housing must include permanent supportive housing for people experiencing homelessness, the number of such residences equaling the number of units in the operating subsidy commitment;

3. Affordable rental housing that targets other populations may be included, such as housing for working families and individuals; and

4. The development should maximize affordable housing and the cost-effectiveness of producing affordable housing and minimize City Housing Trust Funds investment while maintaining the financial feasibility of the Project; and

5. Prevailing wages under state law are required for construction of the Project; and

6. All residents must be referred from a City-maintained list of prospective applicants, with a priority for those who live or work in Santa Monica, and in the case of the permanent supportive housing apartments, all residents must be referred from a Santa Monica Housing Authority maintained list of people experiencing homelessness as determined by the Santa Monica Housing Authority, unless otherwise agreed to by the City.
[§ 405] Essential Terms Not Agreed Up5m
The Parties acknowledge that the Proposal and this Agreement do not establish the essential terms of the development of the Project (sometimes referred to herein as the "Transaction") and 4 DocuSign Envelope ID: 97F AEEA9-8A 7B-4567-9956-B 104A 1351 E7F that although they have set forth below a framework for negotiation of the essential terms of the Transaction, (A) they have not set forth herein nor agreed upon all essential terms of the Transaction, including, for example, price, terms and timing of the ground lease and the scope of the Project; (B) they do not intend the Proposal or this Agreement to be a statement of all of the essential terms of the Transaction; and (C) the essential terms of the Transaction, if agreed to by the Parties, shall be set forth, if at all, in the DDA approved and executed by authorized representatives of each of the Parties.
[§ 406] Not a Final Al!1·eement
This Agreement is solely an agreement providing for the exclusive opportunity to refine the scope of the Project and negotiate a DDA; the Parties do not intend this Agreement to be, nor shall it be, a purchase agreement, ground lease, license, option or similar contract, nor does this agreement grant any discretionary approvals or entitlements. [§ 500] Termination of Agreement
In addition to other provisions of this Agreement which provide for the termination of this Agreement, this Agreement may be terminated by the City in the event any of the following occurs:

A. If, for any reason, the City has not approved the DDA by the expiration of the Original Term and any Extension Period (if applicable), then the City shall have the right to immediately terminate this Agreement;
B. If, for any reason, by the end of the Original Term (or the Extension Period, if applicable), the Developer has not received City Manager approval to further extend the exclusive negotiating period, then this Agreement shall automatically terminate; C. If the City reasonably determines that Developer has failed to negotiate diligently and in good faith, the City shall first provide written notice to Developer of such default and provide thirty (30) calendar days to cure the default; D. If Developer fails to prepare and/or submit any plans, drawings or related documents as required by this Agreement or to complete the community input process by the dates respectively provided in the Schedule of Performance, the City shall first provide written notice to Developer of such default and provide thirty (30) calendar days to cure the default; and E. If Developer is in default under any other provision of this Agreement, the City shall first provide written notice to Developer of such default and provide thirty (30) calendar days to cure the default.

Notwithstanding anything to the contrary contained herein, if a default is of a nature that it cannot be cured within thirty (30) calendar days, Developer shall be deemed to have cured the default provided that Developer commences the cure within such thirty (30)-day period and diligently pursues such cure to completion; provided, however, that in no event shall the time 5 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351 E7F period to cure the default be deemed to extend the term of this Agreement, as set forth in sections 402 and 403, herein.
[§ 501] Effect of Termination
In the event this Agreement is terminated as provided in this Section, no party shall have any liability hereunder following such termination.
[§ 600] Sites Access
[ § 601] Developer Access to the Sites
At all times prior to the end of the Original Term ( or the Extension Period, if applicable), Developer shall have access to the Sites pursuant to and in accordance with a License Agreement to be entered into by the City and Developer, substantially in the form attached hereto as Exhibit Q_("Form of License Agreement"). Developer understands, acknowledges, and agrees that City has the right to use the Sites for interim uses authorized by the City until such time as the City conveys the leasehold interest to Developer.
[§ 602]Insurance
Prior to any entry upon the Sites and throughout the entire term of this Agreement, the Developer shall furnish or cause to be furnished to the City, evidence of the insurance policies required in the License Agreement, and shall maintain, or cause to be maintained, the insurance policies required in the License Agreement.
[§ 603]Indernnification
The Developer hereby indemnifies and agrees to defend and hold the City and its respective officers, employees, contractors and agents harmless from and against any and all obligations, losses, injuries, damages, claims, liens, demands, liabilities and other costs and expenses, including, without limitation, reasonable attorneys' fees and costs (collectively, "Claims"), incurred in connection with or arising out of or resulting from any work or activity of Developer, its employees, agents, contractors, representatives or consultants permitted pursuant to the License Agreement and/or the grant of access to Developer pursuant to the License Agreement, except to the extent any such Claim arises due to the gross negligence or willful misconduct of any indemnified party.

V. [§ 700] Need forDDA
The Parties acknowledge and agree that this Agreement states the intention of the Parties to negotiate and enter into a DDA, which will include the terms of the ground lease and the scope of the Project. The Parties have not reached agreement on such DDA, and do not intend to be bound to any DDA terms until a final written DDA is executed by both Parties. With respect to the exclusive negotiations for the DDA, City's acknowledgment of this Agreement is merely an agreement to enter into a period of exclusive negotiations according to the concepts presented 6 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E?F herein, reserving final discretion and approval by the City or any agencies of the City as to any actions required of them, if any. If the negotiations hereunder culminate in a DDA which involves the lease of property to the Developer, such an agreement becomes effective only after and if the agreement has been considered and approved by the City Council after public hearing.

VI. [§ 800] General Provisions
[§ 801] Developer's Findings, Determinations, Studies, and Reports From time-to-time, as requested by the City, the Developer agrees to submit to the City reports and analyses, advising the City on all matters related to the Project, including, without limitation, financial feasibility analyses, construction cost estimates, marketing studies, information gathered as part of the community input process, and similar due diligence matters.

Should negotiations not result in a DDA between the City and Developer, City may use any nonconfidential and non-proprietary information provided by the Developer in any way deemed by the City to be of benefit to the Sites (the "Non-Proprietary Work Product"). To the extent approved by the Developer, City may use any confidential and/or proprietary information (the "Proprietary Work Product"), upon reimbursement to Developer of its documented out of pocket third party costs incurred in connection with the development of the Proprietary Work Product and subject to the consent of any third parties and any applicable laws including, but not limited to, the Public Records Act. Notwithstanding the foregoing, City accepts such Non-Proprietary Work Product and Proprietary Work Product on an AS-IS basis and acknowledges that Developer shall have no liability with respect to the City's use of such Non-Proprietary Work Product or Proprietary Work Product.
[§ 802] Full Disclosure
Upon the City's written request, the Developer agrees to make full disclosure to the City of the methods of financing and the financing documents to be used in the Project on an ongoing and periodic basis. The Developer also agrees, upon the City's written request, to make full disclosure to City of its partners, principals, officers, stockholders, and associates and of all other pertinent information concerning the Project, Developer and all other consultants, site developers and other participants on an ongoing and periodic basis. The Development Team shall remain the same as described in the Proposal submitted by the Developer to the City in September 2023, unless otherwise approved by the City Manager, which approval shall not be unreasonably withheld.
[§ 803] Provision of Additional Information and Data
The Developer and the City shall cooperate with each other and provide such additional information and data relating to the Project, the financing or the Developer as either may request to further expedite this Agreement.
7 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F [§ 804] Real Estate Commissions
The City shall not be liable for any real estate commission or brokerage fees which may arise herefrom. The Developer agrees to indemnify and hold the City harmless from any claim by any broker, agent, or finder retained by the Developer. [§ 805] No Citv Liability for Costs
The Developer acknowledges and agrees that the City shall not have any responsibility to pay or reimburse Developer for costs and expenses incurred by the Developer in connection with the RFP, the Proposal, this Agreement, or the DDA; design, development or construction of the Project; the compliance by Developer with its obligations under this Agreement or otherwise, except as set forth in Section 801 above or unless the City expressly assumes any such specific responsibility in the fully executed DDA, but this Section shall not preclude Developer from allocating these costs as Project costs for pro forma purposes. [§ 806] Remedies
The Developer specifically agrees that it shall have no right to obtain monetary damages, including reimbursement, lost costs and/or fees, lost profit or consequential damages, with respect to this Agreement, the RFP, or the selection process and no right to specifically enforce this Agreement or any provision hereof and expressly waives any right it may have to file a notice of lis pendens against the Sites, or any part thereof.
[§ 807] Interpretation
Wherever required by this Agreement, the singular shall include the plural and the feminine shall include the masculine and vice versa. The words "include", "including" and "included" wherever used in this Agreement shall be construed to be followed by the words: "without limitation".
[§ 808] Notices
All notices or submittals required or permitted hereunder shall be delivered in person, by overnight courier, or by registered or certified mail, postage prepaid, return receipt requested to such party at its address shown below, or to any other place designated in writing by such party.

City:

Developer:

City of Santa Monica
1685 Main Street, CH-209
Santa Monica, CA 90401
Attn: City Manager
Hollywood Community Housing Corporation
5020 Santa Monica Blvd.

Los Angeles, CA 90029
Attn: Executive Director
8 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F Any such notice or submittal shall be deemed received upon delivery, if delivered personally, one (1) business day after delivery to the courier if delivered by nationally recognized overnight courier, and three (3) business days after deposit into the United States mail if delivered by registered or certified mail.
[§ 809] Assignments
The Developer shall not assign, sell, convey, hypothecate or otherwise transfer this Agreement or any of the Developer's rights under this Agreement to any person or entity without the expressed written consent of the City, which consent may be withheld in its sole and absolute discretion.
[§ 81 O] No Third Panv Beneficiaries
Except as otherwise specifically set forth herein, execution of this Agreement is not intended to confer any third party beneficiary rights or create any liability to any third parties. [§ 811] Govemin!! Law/Exclusive Venue
The Agreement shall be interpreted in accordance with California law, without giving effect to choice oflaw provisions. The Parties agree that in the event oflitigation, exclusive venue shall be in the County of Los Angeles, California, and the Parties waive any objection to such forum as inconvenient or inappropriate.
[§ 812] Counterparts
This Agreement may be executed in counterparts with the same effect as if both Parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the Parties . hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
[§ 813] City Acting in Proprietary Capacity
By executing this Agreement, Developer acknowledges, understands and agrees that City, in implementing its duties under this Agreement, is acting solely in its proprietary capacity and nothing herein shall be deemed as a waiver or modification of any local, state or federal regulatory requirements for development of the Sites.
[§ 814] Exhibits
The following exhibits are attached hereto and incorporated herein by this reference:

Exhibit A - Sites Map
9 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F Exhibit B - Proposal
Exhibit C - Schedule of Performance
Exhibit D -Form of License Agreement
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set below their signatures.

ATTEST:
~
DoeuSlaned by:
1/;/..;-flJ,,,,_.,.
7O32651F371E430 ...

Nikima Newsome
Interim City Clerk
APPROVED AS TO FORM:
lo°io~s S l/NlN
By: - ~- 6.:.c. 1C=-=0=2D=:..:: OCAE=8443 :...:.=2."-••------- Douglas Sloan
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:

David White
City Manager
Hollywood Community Housing Corporation,
a California nonprofit public benefit corporation
By~ !;:~
Sarah Letts
Executive Director
DocuSign Envelope ID: 97FAEEA9-8A78-4567-9956-B 104A 1351 E?F Cilyof
Santa Monica 17
Lincoln Middle School
Exhibit A to ENA

EXHIBIT A

SITES MAP
12 1 1217 14th St., 1146 16th St
1146 16th S!.
lK LA Mndi.t.JI Celi\~
1211-1217 14th St
..
1 ill7 Eucl1d ~t.
~"~ Esri Convn•nity Maps Conttibot=, County of Los Angele<, California State Parks,~ 0¢nStree!Mop, Microsoft, 8.ri, H£Rf, Garmin, SafeGraph, Geolechno\ogies, Inc, METIINASA. USGS, A Bur<>ill.l of land Management; EPI\ NI'S, US Census Bureau. USDA .

DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351 E7F

EXHIBIT B

PROPOSAL
( cover letter attached; full proposal on file with
the City of Santa Monica Housing Division)
Exhibit B to ENA
OocuSign Envelope 10: 97.C:AEEA9-8A78~4567.g95~e:frl4.A1351E7F Chapter1
111

HOLLYWOOD

COMMUNITY
HOUSING S.i/,Jiog SrW•• of Ho~
5020 Santa Monica Blvd.

Los Angeles, CA 90029
Phone: 323.469.0710
Fax: 323.468.1800
hollywoodhousing.org
Board of Directors
Fr. Michael D. Gutierrez
President
Nisha N. Vyas
Vice President
Rayne Laborde Ruiz
Secretary
Rocky Collis
Treasurer
Elena Frias
Lynn Hansen
Cynthia Phung
Executive Director
Sarah Letts
September 15, 2D23
Ms. Ayala Scott
Senior Development Analyst
City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
Chap\er, I Cov&rt..-11ao,,
Re: City of Santa Monica RFP for properties located at 1217 Euclid Street, 1211 -1217 Fourteenth Street and 1146 Sixteenth Street
Dear Ms. Scott:

It is with great pleasure that we submit our proposal for the creation of 130 units of affordable and permanent supportive housing (PSH) on three city-owned parking lots. The "we" includes professionals from four organizations who have decades of experience and authentic connections to Santa Monica. Hollywood Community Housing Corporation (HCHC), as the nonprofit developer and owner. will be responsible for the development and long-term operation of these sites and is the lead contact for this proposal. Our partners include Kevin Daly Architects (kdA). Morley Builders (Morley), and The People Concern (TPC).

Ultimately, every development team member views this as a long-term partnership with the City of Santa Monica. Every team member is committed to the creation of beautifully designed and thoughtfully managed affordable housing. This t eam is aligned with the City's progressive values and long-term commitment to addressing the housing needs of all people.

I personally developed a deep appreciation for Santa Monica when I had the opportunity to serve as the Executive Director of Community Corporation of Santa Monica {CCSM) from 2011 to 2016. While at CCSM, we partnered with kdA, who designed o.ne of my favorite buildings, Broadway Affordable Housing, whose image is included in the RFP. Soon after moving to HCHC, I partnered again with kdA on another award-winning building called Gramercy Place Apartments.

Similar to this proposal. Gramercy Place Apartments is on City-owned land and was awarded through an RFP process. HCHC entered into a ground lease with the City of Los Angeles and now the site is home to a 64-unit building that serves low-income households and people experiencing homelessness.

During my tenure with CCSM, we hired Morley Builders to construct several affordable housing developments including 430 Pico, 2802 Pico and High Place East and West. For this proposal, Morley provided construction estimating services, and will be invited to be considered as the ultimate general contractor once the project is out to bid. Based upon prior experience. we know that Morley will be an excellent partner to build high quality buildings, comply with City of Santa Monica requirements, and proactively address the concerns of neighbors who are impacted during the construction phase.

As proposed, TPC will provide intensive case management services (ICMS) for people experiencing homelessness. I got to know John Macari, the CEO of TPC, when he was the Executive Director of Ocean Park Community Center {OPCC).

For this proposal, he put us in touch with TPC's Chief Program Officer {and Santa Monica resident), Julie OeRose, who joined HCHC and kdA in meetings Hallywwd'~mm1,u,lty Hou,lr,g Corpomion 7
Chaplar1 I C<w~rUltter
sowe could think through details to ensure the design will support the provision of services to residents. In summary, if the City of Santa Monica chooses our proposal, they can rest assured they have selected a team of committed prolessioMls who work very well together.

This proposal reflects our collective best thinking and deep understanding of both affordable housing and Santa Monica. We propose to develop 130 units of affordable housing that will count towards your Regional Housing Needs Assessment. We propose to include 40 units of permanent supportive housing IPSH) on the Euclid site because homes end homelessness - a~d 40 people experiencing homelessness in Santa Monica will have an opportunity to end their cycle of homelessness and access the services they may need.

This proposal also asks for the opportunity to work with the City to evaluate options for public parking. HCHC has experience in this realm through a City of Los Angeles owned site bounded by Venice Blvd to the north and south. Pacific Avenue to the west and Dell Avenue to the east {the "Venice Dell Commul"\ity~ or "VDC"). The proposed VDC project must replace 196 public parking spaces currently operated by the City's Department o1 Transportation. Based upon this current experience, HCHC anUcipates an iterative process with the City of Santa Monica to determine how many public parking spaces should be crealed and how to pay for it. Fortunately, Morley has been engaged to provide construction estimating services for VDC so they have current information for pricing for public parking lacilities.

On behalf of kdA, Morley and TPC, we want to express our collective respect for the City of Santa Monica. You have a legacy of inclusiveness and innovation and we share those same values. We are grateful to be considered for this opportunity, and we hope the quality of our proposal reflects our commitment to do our best work and to be long term stakeholders in the Santa Monica community.

We invite you to reach out to our lead contact person for the proposal if you have any questions related to the information we have provided. The lead contact person 1or this proposal is:

Victoria Senna
Director of Housing Development
Hollywood Community Housing Corporation
5020 Santa Monica Boulevard
Los Angeles, CA
Phone: {323) 454-6211/[email protected]
Thank you so much for your consideration.

Sincerely,
~~
Sarah Letts, Executive Director
Hollywood Cornmunity Housing Corporation
5020 Santa Monica Blvd., Los Angeles, CA 90029 Phone: 323-454-6210 / Email: [email protected] Hollywood Cornmurllty Ho,,i:s!ng COrp1:.r tlon 9
DocuSign Envelope ID: 97FAEEA9·8A7B-4567-9956-B 104A 1351 E7F

EXHIBITC

SCHEDULE OF PERFORMANCE

MILESTONES
ENA executed
Developer conducts community input process
Developer submits design concept plan to City staff
for feedback
DDA Negotiations
City Council Approval of DDA
DDA Execution
Anticipated dates subject to change.

April 2024
May - July 2024
August2024
August - October 2024
November 2024
January 2025
Exhibit C to ENA
DocuSigo Er.valoµ• 10: 97FAEEA9-8A7S-4567-9956-B",04/\1351E7F

EXRTBITD
F'OR\1 OF LICENSE AGREE:vlENT
rafter this page]
E)(]ubit. D to IJNA
DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F Exhibit D to ENA

LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made as of ___ _ _ ("Effective Date"), by and between CITY OF SANTA MONICA, a public body corporate and politic, ("City"), and Hollywood Community Housing Corporation ("Licensee"), (collectively, "Parties").

RECITALS
A. The City is the current owner or master lessee of certain real properties located in the City of Santa Monica, Los Angeles County, California, as more particularly shown on the sites map attached hereto as Exhibit "A" ("Sites").

B. The Sites are the subject of that certain Exclusive Negotiation Agreement by and between the City and Licensee. The purpose of the Exclusive Negotiation Agreement is to set forth the terms of an exclusive negotiation period between the Parties regarding the Sites to set forth the terms and conditions under which City and Licensee ("Developer" therein) shall work together in developing the scope of the Project and any actions required to be taken by Licensee or City with respect thereto and to negotiate diligently and in good faith to prepare a Disposition and Development Agreement to be entered into between the City and Licensee with respect to the Project, subject to all of the terms and conditions of the Exclusive Negotiation Agreement. The term "Project" as used herein shall mean a residential project on the Sites including residential uses and associated parking, any replacement public parking, open space improvements, and associated infrastructure.

C. Subject to the covenants and conditions set forth below, the Parties desire to enter into this Agreement to provide Licensee with access to the Sites for the purposes and in accordance with the terms and provisions set forth herein.

TERMS

1. Grant of License. The City hereby grants to Licensee and its affiliates and Licensee's consultants ("Consultants") a temporary, nonexclusive license and right of entry to perform the following acts on the Sites: (1) obtain soil samples and make surveys and tests necessary to determine the suitability of the Sites for the development of the Project; (2) conduct reasonable investigations on and beneath the Sites to determine the presence of Hazardous Materials; and (3) other studies reasonably approved by City Manager or designee as requested by Licensee to assess the feasibility of the Project ( collectively, "Permitted Purpose"), subject to all licenses, easements, encumbrances and claims of title affecting the Sites for the period of time set forth in this Agreement ("License"). As used herein the phrase "Hazardous Materials" means any substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any governmental requirements is defined as "hazardous" or harmful to the environment. Licensee agrees that the Permitted Purpose shall be completed in accordance with any permits and authorization issued by the City or any other governmental entity having jurisdiction over the Sites in connection with the Permitted Purpose. Licensee's or its duly authorized employees', agents', consultants', independent contractors' (collectively, "Licensee's Representatives") use of the Sites shall D-1
DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351E7F

2. 3.

4. 5.

6. 7.

Exhibit D to ENA
not interfere with the use and enjoyment of the Sites by the City or its directors, officers, members, employees, agents and independent contractors (collectively, "City's Representatives"), or anyone claiming under or through them. Licensee shall not permit any other party associated with Licensee, except Licensee's Representatives, to enter onto the Sites during the term of this Agreement without the prior written consent of the City Manager or his designee, which may be withheld in their sole and absolute discretion.

Licensee and Licensee's Representatives shall not perform any work other than the Permitted Purpose upon the Sites.

Term. This Agreement shall commence upon the date the City executes this Agreement ("Effective Date") and shall automatically expire upon the earliest to occur of: (i) conveyance of the ground leasehold estate in the Sites to Licensee; (ii) termination of the Exclusive Negotiation Agreement; or (iii) termination of this Agreement ( "Term").

No Possessory Interest. Licensee acknowledges and agrees that City's grant of this License to use the Sites creates no possessory interest in the Sites and therefore Licensee shall abandon the use of the Sites without the necessity of a judicial proceeding by the City no later than the expiration of this Agreement, or, in the event of an earlier termination of this Agreement, Licensee shall abandon the use of the Sites immediately upon such earlier termination. Licensee further acknowledges and agrees that any failure to abandon the use of the Sites upon expiration or termination of this Agreement shall constitute a trespass.

This Agreement is intended to be for a short term duration.

Purpose of License. Subject to the provisions of this Agreement, Licensee and Licensee's Representatives may, during the Term, enter onto the Sites at reasonable times to perform the Permitted Purpose in a good, substantial and workmanlike manner. Once undertaken, the Permitted Purpose shall be diligently pursued to completion.

Permits: Comi:,liance with Laws and Regulations. Any and all work undertaken by Licensee pursuant to this Agreement shall be performed in conformance with all laws, ordinances, codes, and regulations of, or approved by, the applicable federal, state and local governments with respect to Licensee's or Licensee's Representatives use of and activities upon the Sites. Licensee, at Licensee's sole cost and expense, shall obtain all required governmental permits and authorizations for Licensee's use of and activities upon the Sites pursuant to this Agreement, and Licensee's use of and activities upon the Sites shall be in conformance with any such permits and authorizations. City, in its capacity as owner or master lessee of the Sites, shall cooperate with Licensee in applying for such permits and authorizations, subject to the approval of City Manager or designee.

Reports and Studies. In consideration of the City's granting of this License, Licensee shall promptly provide the City with a copy of all reports and test results arising from this License, without creating any liability for Licensee or the preparer of such reports.

Condition of the Prooerties. The Sites are licensed to Licensee in an "as is" condition, existing as of the Effective Date of this Agreement. Licensee shall not construct any temporary or permanent improvements or make any material changes to the Sites as part D-2
DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F

8. 9.

10. 11.

Exhibit D to ENA
of Licensee's use of the Sites without City's prior written consent, which may be withheld in its sole and absolute discretion. Such prohibition on construction of improvements or material changes to the Sites shall include but shall not be limited to any signs, paving, construction of fencing, retaining walls, buildings or structures, or the removal of any living trees.

Maintenance and Condition of the Sites. Licensee shall at all times cause its use of and activities upon the Sites to be conducted in a safe, neat and orderly fashion. Licensee shall be responsible for clean-up of the Sites from any activities undertaken by Licensee or any Licensee Representative on the Sites, including any improvements thereon, in compliance with all zoning, building, safety, health, environmental and other laws, codes, ordinances, regulations, orders, requirements, permits or authorizations of any federal, state or local government applicable to the Permitted Purpose.

Restoration of Sites. Upon the termination or expiration of this Agreement, and provided that the Sites have not been conveyed to Licensee, Licensee shall at its sole cost and expense, cause the Sies to be restored from any damage or material change caused by Licensee or any Licensee Representative to substantially the same condition as the Sites were in prior to Licensee's entry onto the Sites under this Agreement. Licensee shall be responsible for any damage done to the Sites by Licensee or Licensee's Representatives.

Within forty-eight (48) hours of the termination or expiration of this Agreement, and provided that the Sites have not been conveyed to Licensee, Licensee shall at Licensee's sole cost and expense, remove, or cause to be removed, any garbage and debris on the Sites caused by Licensee or any Licensee Representative and restore the Sites to substantially the same condition as the Sites were in prior to Licensee's entry onto the Sites under this Agreement caused by activities of Licensee or any Licensee Representative.

Liens. Licensee shall not suffer or permit to be enforced against the Sites, or any part thereof, any mechanics', materialmen' s, contractors' or subcontractors' liens or any claim for damage arising from any work performed by Licensee or Licensee's Representatives or Licensee or Licensee's use of and activities upon the Sites pursuant to this Agreement.

Subject to any contest undertaken by Licensee in accordance with the requirements of this Paragraph IO to challenge payment, Licensee shall pay, or cause to be paid, all said liens, claims or demands before any action is brought to enforce the same against the Sites. The City reserves the right at any time and from time to time to post and maintain on the Sites, or any portion thereof or improvement thereon, such notices of non-responsibility as may be necessary to protect City against any liability for all such liens, claims or demands. In the event Licensee undertakes a contest of any lien, claim or demand to challenge payment, Licensee· shall first deliver to the City bonds or other adequate security in form and amount approved in writing by City Manager or designee.

Indemnification. Licensee shall indemnify, defend and hold harmless the City of Santa Monica (the "City"), members of the City Council, the City's boards and commissions, the City, City Representatives and their officers, agents, contractors, employees and volunteers from and against any and all loss, liabilities, damages, judgments, actions, costs, claims and expenses arising out of or resulting from (i) any acts or omissions, negligence, fault or D-3
DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A 1351 E7F Exhibit D to ENA
violation of law or ordinance by Licensee or its officers, representatives, employees, agents, subcontractors, patrons or invitees, (for this Section only, hereinafter collectively, "Licensee") or any Licensee Representative entering or using the Sites with the permission of Licensee; and (ii) from and against any and all loss, liabilities, damages, judgments, actions, costs, claims and expenses arising in connection with Licensee's use of the Sites.

Notwithstanding the forgoing, Licensee has no obligations to indemnify the City, City Representatives and their officers, agents, contractors, employees and volunteers against the City's and City Representative's gross negligence or willful misconduct. Licensee shall give to the City prompt and timely written notice of any claim made or suit instituted related to the subject matter of this Agreement to its knowledge which may in any way directly or indirectly, contingently or otherwise affect either party. Approval of insurance policies by the City shall in no way affect or change the terms and conditions of the indemnification obligations of Licensee described herein.

12. Waiver Of Subro1?ation. Licensee hereby waives any and every claim which arises or may arise in its favor and against the City during the term of this Agreement or any extension or renewal hereof for any and all loss or damage to Licensee's property, or property of Licensee's officers, representatives, employees, agents, subcontractors, patrons or invitees covered by valid and collectible property insurance policies to the extent that such loss or damage is covered under such insurance policies. Such waiver shall be in addition to, and not in derogation of, any other waiver or release contained in this Agreement. Licensee also agrees that any insurer providing worker's compensation coverage for Licensee shall agree to waive all rights of subrogation against the City and City Representatives for losses arising from activities and operations of Licensee and the use of the Sites pursuant to this Agreement.

13. Liabilit,, For Loss, Injurv Or Damage. In addition to any other assumption ofliability set forth herein, and excluding any loss or damage to the extent resulting from the City's negligence or willful misconduct, Licensee agrees that it assumes the sole risk and responsibility for any damage, destruction or theft of Licensee's equipment, materials or personal property placed on the Sites and for any injury to persons which occurs on the Sites as a result of Licensee's permitted use of the Sites pursuant to Section 1, above, of this Agreement.

14. Insurance. Prior to commencing work, Licensee shall procure, maintain, and pay for insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services hereunder by Licensee, its agents, representatives, employees or subcontractors for the duration of the License Agreement. The insurance requirements are set forth in the Insurance Requirements and Verifications, which is attached as Exhibit "B".

15. Termination. In the event that Licensee or Licensee's Representatives violate any of the terms or conditions set forth in this Agreement, the City Manager or designee, after giving Licensee written notice of such violation and a thirty (30) calendar day period within which to cure the same, shall have the right to immediately terminate this Agreement by providing written notice to Licensee of said termination. No termination or expiration of this D-4
DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F Exhibit D to ENA
Agreement shall relieve Licensee of performing any of its obligations required hereW1der which were either required prior to or which survive such termination or expiration.

16. Licensee As Independent Contractor. Licensee is, and at all times during the term of this Agreement shall be deemed to be, an independent contractor. City shall not be liable for any acts or omissions of Licensee, or its officers, representatives, employees, agents, subcontractors, patrons or invitees and nothing herein contained shall be construed as creating the relationship of employee and employer between Licensee and City. Licensee shall be solely responsible for all matters relating to payment of its employees, including payment of Social Security taxes, withholdings and payment of any and all federal, state and local personal income taxes, disability insurance, unemployment, and any other taxes for such employees, including any related assessments or contributions required by law or any other regulations governing such matters.
17 Assignability. This Agreement may not be assigned or transferred without the express written consent of the City Manager (which may be withheld in their sole and absolute discretion), whether volW1tarily or involuntarily, and Licensee shall not permit the use of the Sites, or any part thereof, except in strict compliance with the provisions hereof, and any attempt to do otherwise shall be null and void; provided, however, that Licensee may assign this Agreement without the City's consent or approval to (a) an entity that is controlled by or under common control with such Licensee, and (b) an affiliated entity that will develop the Project. Any approved assignee of this Agreement shall enter into an assignment and assumption agreement in a form reasonably approved by the City Manager.

No legal title or leasehold interest in the Sites is created or vested on Licensee. Following such assignment, the assignor shall be relieved of all obligations hereunder, provided that the assignee expressly assumes all such obligations.

18. Governing Law. The laws of the State of California shall govern this Agreement.

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

20. Attorneys' Fees. If any action, proceeding, or arbitration arising out of or relating to this Agreement is commenced by either party to this Agreement, then the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs and expenses incurred in the action, proceeding or arbitration by the prevailing party.

21. City's Proprietary Capacity. Licensee agrees that City, in making and entering into this Agreement, is acting and shall be deemed to be acting solely in City's proprietary capacity for all purposes and in all respects; and nothing contained in this Agreement shall be deemed directly or indirectly to restrict or impair in any manner or respect whatsoever any of City's governmental powers or rights or the exercise thereof by City, whether with respect to the Sites or Licensee's use thereof or otherwise. It is intended that Licensee shall be obligated to fulfill and comply with all such requirements as may be imposed by any D-5
DocuSign Envelope ID: 97FAEEA9-8A 7B-4567-9956-B 104A 1351 E? F Exhibit D to ENA
governmental City or authority of the City having or exercising jurisdiction over the Sites in its governmental capacity.

22. Authorit:v to Sim . Licensee hereby represents that the persons executing this Agreement on behalf of Licensee have full authority to do so and to bind Licensee to perform pursuant to the terms and conditions of this Agreement.

23. Notice. Any notice provided for in this Agreement shall be given by mailing such notice by certified, return receipt mail addressed as follows:

If to Licensee:

Ifto City:

Hollywood Community Housing Corporation
5020 Santa Monica Blvd.

Los Angeles, CA 90029
Attn: Executive Director
City of Santa Monica
1685 Main Street, CH-209
Santa Monica, CA 90401
Attn: City Manager

24. Time is of the Essence. Time is of the essence as to every term and condition of this Agreement.

25. Recordation. Neither party shall record this Agreement.

27. SeverabiliLv. In the event that any provisions of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of the Agreement.

D-6
DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351 E7F Exhibit D to ENA
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.

ATTEST:

Nikima Newsome
Interim City Clerk
APPROVED AS TO FORM:

By: __ _
Douglas Sloan
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: __
David White
City Manager
Hollywood Community Housing Corporation,
a California nonprofit corporation
D-7
By: - ---------- Sarah Letts
Executive Director
DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F I I
City of
Santa Monica 121
Lincoln Middle School
..
•
License Agreement Exhibit
Exhibit "A"

SITES MAP
St., 211 121714th St., 1146 6th St.
1146 16th St
UCLA Medical Center
121l-1217 14th St
1211 Euoio.Si
~~ ....

Esri Community Maps Contributors, County of Los Angele~ C.lifornia S1ate Parks, t> o·penSueetMap, Mi·crosofl, Esri, HERE, Ga11nin, SofeGreph, GeoT•chnologies, tnc. METI/NASA, USGS, A 8ureoo of Land Maoagemeni EPA, NPS, US Census Bureau. USDA DocuSign Envelope ID: 97FAEEA9-8A 7B-4567-9956-B 104A 1351 E7F License Agreement Exhibit
Exhibit "B"
Insurance Requirements
Licensee and its Consultants shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Licensee and its Consultants and their respective agents, representatives, employees or subcontractors.

Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering GCL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits ofno less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 ( any auto), or if the Licensee has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of no less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate.

5. Pollution Legal Liability: Insurance for environmental hazards with limits of no less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate.

If the Licensee maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F License Agreement Exhibit
Other Insurance Provisions

1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Licensee including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Licensee's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85. Licensee will also name the City of Santa Monica, its officers, officials, employees and volunteers as an additional insured on the Pollution Legal Liability policy. Should the Licensee use a Subconsultant to provide evidence of Pollution Legal Liability Insurance, the Licensee will require the Subconsultant to name the Licensee and the City of Santa Monica, its officers, officials, employees and volunteers as an additional insured on the Pollution Legal Liability policy. b. Primary Coverage: For any claims related to this contract, the Licensee's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Licensee's insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Licensee hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Licensee may acquire against the City of Santa Monica by virtue of payment of any loss.

Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Licensee, its employees, agents and subcontractors.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Licensee to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F License Agreement Exhibit
to pay losses and related investigations, claim administration. and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability or Pollution Legal Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Licensee must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Licensee shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences.

However, failure to obtain required documents prior to the work beginning shall not waive the Licensee's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Licensee, for any reason, fails to maintain or cause to be maintained insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Licensee resulting from said breach.

Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Licensee, the City may deduct from sums due to the Licensee any premium costs advanced by the City for such insurance.

DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A 1351 E7F License Agreement Exhibit
Subcontractors
Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F

LICENSE AGREEMENT
5/31/2024
This LICENSE AGREEMENT ("Agreement") is made as of ______ ("Effective Date"), by and between CITY OF SANTA MONICA, a public body corporate and politic, ("City"), and Hollywood Community Housing Corporation ("Licensee"), ( collectively, "Parties").

TERMS

1. Grant of License. The City hereby grants to Licensee and its affiliates and Licensee's consultants ("Consultants") a temporary, nonexclusive license and right of entry to perform the following acts on the Sites: (1) obtain soil samples and make surveys and tests necessary to determine the suitability of the Sites for the development of the Project; (2) conduct reasonable investigations on and beneath the Sites to determine the presence of Hazardous Materials; and (3) other studies reasonably approved by City Manager or designee as requested by Licensee to assess the feasibility of the Project (collectively, "Permitted Purpose"), subject to all licenses, easements, encumbrances and claims of title affecting the Sites for the period of time set forth in this Agreement ("License"). As used herein the phrase "Hazardous Materials" means any substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any governmental requirements is defined as "hazardous" or harmful to the environment. Licensee agrees that the Permitted Purpose shall be completed in accordance with any permits and authorization issued by the City or any other governmental entity having jurisdiction over the Sites in connection with the Permitted Purpose. Licensee's or its duly authorized employees', agents', consultants', independent contractors' (collectively, "Licensee's Representatives") use of the Sites shall DocuSign Envelope ID: 97FAEEA9-8A78-4567-9956-B104A1351E7F

2. 3.

4. 5.

6. 7.
not interfere with the use and enjoyment of the Sites by the City or its directors, officers, members, employees, agents and independent contractors (collectively, "City's Representatives"), or anyone claiming under or through them. Licensee shall not permit any other party associated with Licensee, except Licensee's Representatives, to enter onto the Sites during the term of this Agreement without the prior written consent of the City Manager or his designee, which may be withheld in their sole and absolute discretion.

Licensee and Licensee's Representatives shall not perform any work other than the Permitted Purpose upon the Sites.

No Possessor;.► Interest. Licensee acknowledges and agrees that City's grant of this License to use the Sites creates no possessory interest in the Sites and therefore Licensee shall abandon the use of the Sites without the necessity of a judicial proceeding by the City no later than the expiration of this Agreement, or, in the event of an earlier termination of this Agreement, Licensee shall abandon the use of the Sites immediately upon such earlier termination. Licensee further acknowledges and agrees that any failure to abandon the use of the Sites upon expiration or termination of this Agreement shall constitute a trespass.

This Agreement is intended to be for a short term duration.

Puroose of License. Subject to the provisions of this Agreement, Licensee and Licensee's Representatives may, during the Term, enter onto the Sites at reasonable times to perform the Permitted Purpose in a good, substantial and workmanlike manner. Once undertaken, the Permitted Purpose shall be diligently pursued to completion.

Permits: Comnliance with Laws and Regulations. Any and all work undertaken by Licensee pursuant to this Agreement shall be performed in conformance with all laws, ordinances, codes, and regulations of, or approved by, the applicable federal, state and local governments with respect to Licensee's or Licensee's Representatives use of and activities upon the Sites. Licensee, at Licensee's sole cost and expense, shall obtain all required governmental permits and authorizations for Licensee's use of and activities upon the Sites pursuant to this Agreement, and Licensee's use of and activities upon the Sites shall be in conformance with any such permits and authorizations. City, in its capacity as owner or master lessee of the Sites, shall cooperate with Licensee in applying for such permits and authorizations, subject to the approval of City Manager or designee.

B&P.orts and Studies. In consideration of the City's granting of this License, Licensee shall promptly provide the City with a copy of all reports and test results arising from this License, without creating any liability for Licensee or the preparer of such reports.

Condition of the Properties. The Sites are licensed to Licensee in an "as is" condition, existing as of the Effective Date of this Agreement. Licensee shall not construct any temporary or permanent improvements or make any material changes to the Sites as part 2 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351E7F

8. 9

10. 11.
of Licensee's use of the Sites without City's prior written consent. which may be withheld in its sole and absolute discretion. Such prohibition on construction of improvements or material changes to the Sites shall include but shall not be limited to any signs, paving, construction of fencing, retaining walls, buildings or structures, or the removal of any living trees.

Liens. Licensee shall not suffer or permit to be enforced against the Sites, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors' liens or any claim for damage arising from any work performed by Licensee or Licensee's Representatives or Licensee or Licensee's use of and activities upon the Sites pursuant to this Agreement.

Subject to any contest undertaken by Licensee in accordance with the requirements of this Paragraph 10 to challenge payment, Licensee shall pay, or cause to be paid, all said liens, claims or demands before any action is brought to enforce the same against the Sites. The City reserves the right at any time and from time to time to post and maintain on the Sites, or any portion thereof or improvement thereon, such notices of non-responsibility as may be necessary to protect City against any liability for all such liens, claims or demands. In the event Licensee undertakes a contest of any lien, claim or demand to challenge payment, Licensee shall first deliver to the City bonds or other adequate security in form and amount approved in writing by City Manager or designee.

Indemnification. Licensee shall indemnify, defend and hold harmless the City of Santa Monica (the "City"), members of the City Council, the City's boards and commissions, the City, City Representatives and their officers, agents, contractors, employees and volunteers from and against any and all loss, liabilities, damages, judgments, actions, costs, claims and expenses arising out of or resulting from (i) any acts or omissions, negligence, fault or 3 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F violation of law or ordinance by Licensee or its officers, representatives, employees, agents, subcontractors, patrons or invitees, (for this Section only, hereinafter collectively, "Licensee") or any Licensee Representative entering or using the Sites with the permission of Licensee; and (ii) from and against any and all loss, liabilities, damages, judgments, actions, costs, claims and expenses arising in connection with Licensee's use of the Sites.

12. Waiver Of Subro,gation. Licensee hereby waives any and every claim which arises or may arise in its favor and against the City during the term of this Agreement or any extension or renewal hereof for any and all loss or damage to Licensee's property, or property of Licensee's officers, representatives, employees, agents, subcontractors, patrons or invitees covered by valid and collectible property insurance policies to the extent that such loss or damage is covered under such insurance policies. Such waiver shall be in addition to, and not in derogation of, any other waiver or release contained in this Agreement. Licensee also agrees that any insurer providing worker's compensation coverage for Licensee shall agree to waive all rights of subrogation against the City and City Representatives for losses arising from activities and operations of Licensee and the use of the Sites pursuant to this Agreement.

13. Liability For Loss. Injurv Or Damaee. In addition to any other assumption of liability set forth herein, and excluding any loss or damage to the extent resulting from the City's negligence or willful misconduct, Licensee agrees that it assumes the sole risk and responsibility for any damage, destruction or theft of Licensee's equipment, materials or personal property placed on the Sites and for any injury to persons which occurs on the Sites as a result of Licensee's permitted use of the Sites pursuant to Section 1, above, of this Agreement.

15. Termination. In the event that Licensee or Licensee's Representatives violate any of the terms or conditions set forth in this Agreement, the City Manager or designee, after giving Licensee written notice of such violation and a thirty (30) calendar day period within which to cure the same, shall have the right to immediately terminate this Agreement by providing written notice to Licensee of said termination. No termination or expiration of this 4 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351 E7F Agreement shall relieve Licensee of performing any of its obligations required hereunder which were either required prior to or which survive such termination or expiration.

16. Licensee As Indeoendent Contractor. Licensee is, and at all times during the term of this Agreement shall be deemed to be, an independent contractor. City shall not be liable for any acts or omissions of Licensee, or its officers, representatives, employees, agents, subcontractors, patrons or invitees and nothing herein contained shall be construed as creating the relationship of employee and employer between Licensee and City. Licensee shall be solely responsible for all matters relating to payment of its employees, including payment of Social Security taxes, withholdings and payment of any and all federal, state and local personal income taxes, disability insurance, unemployment, and any other taxes for such employees, including any related assessments or contributions required by law or any other regulations governing such matters.

17. Assignability. This Agreement may not be assigned or transferred without the express written consent of the City Manager (which may be withheld in their sole and absolute discretion), whether voluntarily or involuntarily, and Licensee shall not permit the use of the Sites, or any part thereof, except in strict compliance with the provisions hereof, and any attempt to do otherwise shall be null and void; provided, however, that Licensee may assign this Agreement without the City's consent or approval to (a) an entity that is controlled by or under common control with such Licensee, and (b) an affiliated entity that will develop the Project. Any approved assignee of this Agreement shall enter into an assignment and assumption agreement in a form reasonably approved by the City Manager.

18. Governing Law. The laws of the State of California shall govern this Agreement.

19. Countemarts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

20. Attorne, s' Fees. If any action, proceeding, or arbitration arising out of or relating to this Agreement is commenced by either party to this Agreement, then the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs and expenses incurred in the action, proceeding or arbitration by the prevailing party.

21. City's Proprietary Capacity. Licensee agrees that City, in making and entering into this Agreement, is acting and shall be deemed to be acting solely in City's proprietary capacity for all purposes and in all respects; and nothing contained in this Agreement shall be deemed directly or indirectly to restrict or impair in any manner or respect whatsoever any of City's governmental powers or rights or the exercise thereof by City, whether with respect to the Sites or Licensee's use thereof or otherwise. It is intended that Licensee shall be obligated to fulfill and comply with all such requirements as may be imposed by any 5 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E?F governmental City or authority of the City having or exercising jurisdiction over the Sites in its governmental capacity.

22. Authority to Sign. Licensee hereby represents that the persons executing this Agreement on behalf of Licensee have full authority to do so and to bind Licensee to perform pursuant to the terms and conditions of this Agreement.

23. Notice. Any notice provided for in this Agreement shall be given by mailing such notice by certified, return receipt mail addressed as follows:

If to Licensee:

Ifto City:

Hollywood Community Housing Corporation
5020 Santa Monica Blvd.

Los Angeles, CA 90029
Attn: Executive Director
City of Santa Monica
1685 Main Street, CH-209
Santa Monica, CA 90401
Attn: City Manager

24. Time is of the Essence. Time is of the essence as to every term and condition of this Agreement.

25. Recordation. Neither party shall record this Agreement.

27. Severabilitv. In the event that any provisions of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of the Agreement.
6 DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B 104A 1351 E7F IN WITNESS WHEREOF. the parties have executed and delivered this Agreement as of the Effective Date.

ATTEST:
~
DocuSigned by:
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Nikima Newsome
Interim City Clerk
APPROVED AS TO FORM:
[nDocuSlgned by:

By;LE~2~~432$ (JJ-ifJ
Douglas Sloan
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
~ DocuSlgned by:

By: ~ F66A469 ...

David White
City Manager
Hollywood Community Housing Corporation,
a California nonprofit corporation
7 lrDacuSIQ:ned by:

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Sarah Letts
Executive Director
Docu Sign Envelope ID: 97 FAEEA9-8A7B-4567-9956-B 104A 1351 E7F License Agreement Exhibit A
Exhibit "A"

SITES MAP
Cityof
• Santa Monica 217 Euclid 1211-121714th 1 16th St.
lincolr. Middle Schou]
114616th St.

UClA Medical Center
1211-1217 14th St

1.217 Euclid St
(I; ...

Esri Community Maps Contrlbu!Dr.i. Counfy" of Los l\ogeles. California Slat• Parks, ti OpenStsef!tMep, M[aosoft, Esn, HERE.Garmin, SaleGraph, GeoTechnologil5. Inc, METI/NASA, USGs, ,\ I BureilU of Land.Management, EPA. NPS, US C,eosus Bur,,au. USDA t.\ DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351E7F License Agreement Exhibit B
Exhibit "B"
Insurance Requirements
Licensee and its Consultants shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Licensee and its Consultants and their respective agents, representatives, employees or subcontractors.

Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:

3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits ofno less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of no less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate.

5. Pollution Legal Liability: Insurance for environmental hazards with limits of no less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate.

DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A1351E7F License Agreement Exhibit B
Other Insurance Provisions

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Licensee, its employees, agents and subcontractors.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the Cjty of Santa Monica. The City of Santa Monica may require the Licensee to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A 1351 E7F License Agreement Exhibit B
to pay losses and related investigations. claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies
I. If the Professional Liability or Pollution Legal Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Licensee must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.

DocuSign Envelope ID: 97FAEEA9-8A7B-4567-9956-B104A 1351 E7F License Agreement Exhibit B
Subcontractors
Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Santa Monica City CouncilDecember 17, 2024

Santa Monica City Council
December 17, 2024