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City Council Meeting: July 29, 2025 Santa Monica, California ORDINANCE NUMBER __________ (CCS)
(City Council Series)
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
SANTA MONICA APPROVING THE SECOND AMENDMENT TO THE RAND
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA MONICA, A
MUNICIPAL CORPORATION, AND THE RAND CORPORATION, A CALIFORNIA
NON-PROFIT CORPORATION
WHEREAS, pursuant to California Government Code Section 65864 et seq., and Chapter 9.60 of the Santa Monica Municipal Code (collectively, the “Development Agreement Statutes”), the City is authorized to enter into binding development agreements with persons or entities having a legal or equitable interest in real property for the development of such real property; and
WHEREAS, RAND and the City entered into that certain Development Agreement for construction of a Project dated November 23, 2000, and recorded in the Official Records of the County of Los Angeles on February 1, 2001, as Instrument No. 01-0176770 and that certain Amendment No. 1 to Development Agreement dated August 14, 2012, and recorded in the Official Records of the County of Los Angeles on February 6, 2013, as Instrument No. 20130191602 (collectively the “First Amended Agreement”); and
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WHEREAS, RAND’s original Development Agreement provided vested rights and permitted uses for a Project consisting of the construction of RAND’s headquarters building at 1776 Main Street in Santa Monica, CA; and
WHEREAS, the Project, including its approximately 314,355 square foot existing building with 799 parking spaces, has been constructed, maintained and occupied by RAND and its employees and invitees pursuant to the First Amended Agreement for over 20 years; and
WHEREAS, on August 1, 2023, an application to amend the First Amended Agreement (23ENT-0137, the “Second Amendment” or “Second Amendment to Development Agreement”) pursuant to the Development Agreement Statutes and an amendment to the Civic Center Specific Plan (23ENT-0142, the “CCSP Amendment” Application) to ensure consistency between the Second Amendment and the Civic Center Specific Plan (“CCSP”), were submitted by RAND and all necessary costs and fees associated with the City’s processing of both applications were paid by RAND; and WHEREAS, the primary purposes of the Second Amendment are to (a) broaden the permitted uses allowed within the Project and remove barriers to leasing and/or transfer of the Project Site consistent with City goals and policies to create a vibrant mixed-use environment in the Civic Center district, (b) provide the City with additional project and community benefits, (c) establish that future improvements, changes, and/or modifications to the Project shall be, with limited exceptions, governed by the SMMC in effect at the time the improvements, changes and/or modifications are proposed, and (d) extend the term of the Development Agreement; and
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WHEREAS, the City Council has (a) specifically considered and approved the impacts and benefits of the Second Amendment and has concluded that this Second Amendment is consistent with the objectives, policies, general land uses and programs specified in the General Plan and CCSP, (b) determined that the uses authorized by the Second Amendment are compatible with the uses authorized in the Civic Center Village Special Use District, (c) determined that the Second Amendment will not be detrimental to the health, safety or general welfare or adversely affect the orderly development of the Project Site, (d) concluded the Second Amendment will have a positive fiscal impact on the City, (e) determined that the City has complied with all procedures required by the Development Agreement Statutes with respect to this Second Amendment, and (f) duly authorized the City to enter into and perform its obligations under this Second Amendment; and
WHEREAS, on June 18, 2025, the City’s Planning Commission held a duly noticed public hearing on the Second Amendment and CCSP Amendment, and at such hearing, the Planning Commission recommended that the City Council (i) find the Second Amendment and CCSP Amendment to be exempt from CEQA pursuant to State CEQA Guidelines Section 15301 and (ii) approve the Second Amendment and CCSP Amendment; and
WHEREAS, on July 29, 2025, the City Council of the City of Santa Monica held a duly noticed public hearing on the Second Amendment and CCSP Amendment, and at such hearing the City Council (i) found the Second Amendment and CCSP Amendment to be exempt from CEQA pursuant to State CEQA Guidelines Section 15301, (ii) adopted Resolution No. _______ (CCS) approving the CCSP Amendment, and (iii) 4 of 9
introduced for First Reading Ordinance No. _______ (CCS) approving this Second Amendment and authorizing its execution by the City Manager; and WHEREAS, the proposed Second Amendment to the RAND Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the Land Use and Circulation Element (“LUCE”) and CCSP as described below and as detailed in the accompanying City Council staff report prepared for this Project and exhibits thereto, including but not limited to the following findings (“Findings”):
1) The proposed Second Amendment to Development Agreement for the RAND property is consistent with the objectives, policies, general land uses, and programs specified in the City’s General Plan. More specifically, the RAND property is located in the LUCE's Civic Center District. In addition to the district having government uses and expanded open space, the LUCE states that “commercial, retail, office, affordable, workforce and market-rate housing, and community facilities such as early childhood centers are also allowed in this mixed use area.” In this regard, LUCE Policy D15.1 states: "Create a diverse mix of uses and activities in the Civic Center, including government uses, parks and open space, affordable, workforce and market-rate housing, retail, office and cultural uses." RAND has proposed to expand permitted land uses for the property to allow different types of commercial uses such as business and professional and creative offices, media production, and limited life sciences research and development – all of which are similar in character to the building’s existing “institutional office” use.
This proposal also includes neighborhood-serving retail, restaurants, and business services. All of these land uses support the goals and vision for the Village Special Use District while also not impacting neighboring properties. RAND’s Second Amendment also focuses on the Civic Center through the commitment to support early childhood initiatives and to create an opportunity for sharing existing parking resources. Accordingly, this project is also consistent with the following LUCE goals and policies:
• “Create a diverse mix of uses and activities in the Civic Center, including government uses, parks and open space, affordable, workforce and market rate housing, retail, office and cultural uses.” (Policy D15.1.) • “Create an economic base that satisfies the commercial service needs to the City’s residents while providing employment opportunities and a strong fiscal infrastructure for the City.” (Goal E1.)
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• “Make land use decisions that respond to changing market conditions and meet the needs to City residents and visitors.” (Policy E1.1.) • “Judiciously manage the growth of existing and new uses that can generate the greatest potential for fiscal well-being and ensure financial support for a high level of public services.” (Policy E1.2.)
• “Support the continued viability of existing office uses and local-serving offices as a means of supporting high-quality public services.” (Goal E9.) 2) The proposed Second Amendment to Development Agreement for the RAND property is compatible with the uses authorized in the district in which the real property is located in the Civic Center District and with the existing uses on site.
More specifically, in addition to the district having government uses, open space, and multi-unit residential, the LUCE states that “commercial, retail, office, affordable, workforce and market-rate housing, and community facilities such as early childhood centers are also allowed in this mixed-use area.” RAND's proposal to establish additional permitted commercial uses including categories of offices, media production, limited life sciences research and development, and retail, restaurant, and business services is consistent with government uses, open space, and residential uses and is consistent with RAND’s existing office building on the property.
3) RAND’s proposal to expand permitted land uses to allow different types of commercial uses such as general and creative offices, media production, and limited life sciences research and development – all of which are similar in character to the “institutional office” use – along with neighborhood-serving retail, restaurants, and services support the goals and vision for a vibrant, diverse, and active Village Special Use District while also not impacting neighboring properties. 4) The proposed Second Amendment to Development Agreement for the RAND property is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that objectives for the Civic Center District are supported by the expansion of permitted uses for the RAND building and the associated community benefits that have been negotiated. More specifically, by specifying additional permitted office uses for the property, the RAND building has the opportunity for greater utilization and occupancy which in turn will support commerce and activity in the Civic Center. A significant community benefit contribution in the sum of $5.5 Million will be made to support City services. In addition, a $40,000 annual contribution from RAND to the Santa Monica Early Childhood Lab School will continue and be extended ten additional years. These community benefits will support City services and early childhood initiatives and will also benefit the public and Civic Center District. 6 of 9
5) The proposed Second Amendment to Development Agreement for the RAND property will not be detrimental to the health, safety and general welfare, in that the amendment would allow for a broader range of permitted uses for the project site, including business and professional office, creative office, banks and financial institutions, business services, limited life sciences research and development, media production support facilities, retail, and restaurant uses. These uses are consistent with existing uses in the Civic Center District – and are compatible with and consistent in character with the RAND’s existing institutional office building. No new construction or Floor Area is proposed.
6) The proposed Second Amendment to Development Agreement for the RAND property will not adversely affect the orderly development of the property.
Specifically, the additional permitted land uses proposed for the property would integrate seamlessly into RAND’s existing institutional office building on the property and within the Civic Center District. The building has been well maintained since its construction in 2004 and the additional permitted land uses authorized by the Second Amendment do not require additional floor area or building height. 7) The proposed Second Amendment to Development Agreement for the RAND property will have a positive fiscal impact on the City in that a significant community benefit contribution in the sum of $5.5 Million will be made to support City services.
In addition, a $40,000 annual contribution from RAND to the Santa Monica Early Childhood Lab School will continue and be extended ten additional years to the new Agreement expiration in November 23, 2065.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. The above referenced recitals are true and correct and incorporated herein by reference.
SECTION 2. Based upon Findings 1-7, the Second Amendment to Development Agreement attached hereto as Exhibit 1 and incorporated herein by reference by and between the City of Santa Monica, a municipal corporation, and the RAND Corporation, a California non-profit corporation, is hereby approved. 7 of 9
SECTION 3. Each and every term and condition of the Second Amendment to Development Agreement approved in Section 2 of this Ordinance shall be and is made a part of the Santa Monica Municipal Code and any appendices thereto. The City Council of the City of Santa Monica finds that public necessity, public convenience, and general welfare require that any provision of the Santa Monica Municipal Code or appendices thereto inconsistent with the provisions of this Second Amendment to Development Agreement, to the extent of such inconsistencies and no further, be repealed or modified to that extent necessary to make fully effective the provisions of this Second Amendment to Development Agreement.
SECTION 4. Any provision of the Santa Monica Municipal Code or appendices thereto, inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, are hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance.
SECTION 5. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional.
SECTION 6. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official 8 of 9
newspaper within 15 days after its adoption. This Ordinance shall be effective 30 days from its adoption.
APPROVED AS TO FORM:
______________________________
DOUGLAS SLOAN
City Attorney
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EXHIBIT 1
DEVELOPMENT AGREEMENT
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Recording Requested By:
City of Santa Monica
When Recorded Mail To:
City of Santa Monica
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: City Attorney
No Recording Fee Required
California Government Code Section 27383
Space Above Line For Recorder’s Use
AMENDMENT NO. 2 TO DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF SANTA MONICA
AND
THE RAND CORPORATION
__________________, 2025
1 AMENDMENT NO. 2 TO DEVELOPMENT AGREEMENT
THIS AMENDMENT NO. 2 TO DEVELOPMENT AGREEMENT (“Second
Amendment”), dated for reference purposes only ______________, 2025, is entered into by and between THE RAND CORPORATION, a California non-profit corporation ("RAND" or "Owner") and THE CITY OF SANTA MONICA, a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica (“City”), with reference to the following facts:
RECITALS
A. Pursuant to California Government Code Section 65864 et seq. and Chapter 9.60 of the Santa Monica Municipal Code (collectively, the “Development Agreement Statutes”), the City is authorized to enter into binding development agreements and amendments thereto with persons or entities having a legal or equitable interest in real property for the development of such real property.
B. RAND is a mission-driven, non-profit research organization that develops solutions to public policy challenges to help make communities throughout the world safer and more secure, healthier and more prosperous. RAND strives to be careful stewards of its resources to maximize the funding available to support its research and analysis.
C. RAND and the City entered into that certain Development Agreement dated November 23, 2000 and recorded in the Official Records of the County of Los Angeles on February 1, 2001 as Instrument No. 01-0176770 and that certain Amendment No. 1 to Development Agreement dated August 14, 2012 and recorded in the Official Records of the County of Los Angeles on February 6, 2013 as Instrument No. 20130191602 (collectively the “2012 Amended Agreement”).
D. In accordance with Section 2.5.2 of the 2012 Amended Agreement, the City’s Community Development Director (formerly referred to as the Planning and Community Development Director and/or Planning Director) approved Minor Modifications to the 2012 Amended Agreement on June 16, 2011 and January 20, 2023 (the “Minor Modifications”). The 2012 Amendment Agreement and Minor Modifications are collectively referred to herein as the “First Amended Agreement.”
E. The First Amended Agreement vests in RAND the right to build and use certain improvements described therein (the “Project”) subject to satisfaction of certain conditions, obligations and restrictions set forth therein. When RAND sought City approval for the Project in 2000, it envisioned the Project would be its “forever home” in Santa Monica.
F. The Project, including its approximately 314,355 square foot existing building with 799 parking spaces, has been constructed, maintained and occupied by RAND and its employees and invitees pursuant to the First Amended Agreement for over 20 years. 2 G. The Project is located on land owned by RAND and located in the City of Santa Monica, County of Los Angeles, State of California, commonly known as 1776 Main Street, Santa Monica, as more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (collectively, the “Project Site”).
H. The Project Site is located in (1) the Land Use and Circulation Element’s (“LUCE”) Civic Center District, (2) the Civic Center Specific Plan (“CCSP”) area’s “The Village Special Use District”, (3) the Zoning Ordinance’s Civic Center district, and (4) the Coastal Zone.
I. The LUCE calls for a diverse mix of uses in the Civic Center District where the Project is located. (LUCE Chapter 2.1, p. 2.1-57.) In this regard, LUCE Policy D15.1 states:
"Create a diverse mix of uses and activities in the Civic Center, including government uses, parks and open space, affordable, workforce and market-rate housing, retail, office and cultural uses.”
J. Similar to the LUCE, the CCSP envisions a “vibrant mixed-use neighborhood” in The Village Special Use District where the Project Site is located. (CCSP, p. 61.) Moreover, one of the CCSP’s established Planning Principles is to "recycle underutilized lands with complementary new uses that help to diversify and energize the area and enhance its role and meaning in the [C]ity.” (CCSP, p. 8.) The CCSP (Policy VD-29) provides that the Project Site is subject to a development agreement.
K. Since approval over 24 years ago of the original development agreement in 2000, RAND’s employee and visitor utilization/occupancy of the Project has fundamentally changed, in large part due to “work-from-home” mandates resulting from the COVID-19 pandemic that ultimately led to dramatic and permanent changes in RAND employee work location policy and employee and visitor occupancy/utilization of the Project. Notably, only an average of 225 employees come to the Project on any given day (less than 25% of the Project’s employee capacity). Such low utilization of the Project represents inefficient use of RAND’s financial capital, and with so few employees in a relatively large facility, the work environment is uninviting and uninspiring. The unnecessary spending on facilities reduces resources that could be used directly for research, thus harming RAND’s nonprofit mission.
L. The Project's underutilization results in a significant decrease in daily office visits, foot traffic, and patronage of local businesses, harming the vitality of the Civic Center and Downtown areas and conflicting with the LUCE and CCSP goals and polices for the Civic Center District. It is also harmful to the area businesses and civic amenities that formerly benefited from the patronage of RAND’s full workforce.
M. RAND’s First Amended Agreement has a fifty-five (55) year term through November 22, 2055, and, among other things, on its face restricts use of the Project and Project Site to RAND (with very limited exceptions) and includes significant limitations on RAND's ability to lease and transfer/sell the Project and Project Site absent an amendment to the First Amended Agreement.
3 N. On August 1, 2023, after monitoring the Project’s occupancy/utilization data since “work-from-home” mandates were lifted and more than a year after RAND permanently changed its employee work location policy to allow most employees to work remotely when they desire to do so, RAND filed the following applications: (a) an application to amend the First Amended Agreement pursuant to the Development Agreement Statutes to terminate the First Amended Agreement before its original 55-year term subject to the satisfaction of certain conditions (23ENT-0137, the “Second Amendment Application”), (b) an application to amend the CCSP to contemplate a broader range of uses within the Project and a non-RAND property owner (23ENT-0142, the “CCSP Amendment”), and (c) an application to amend the Zoning Ordinance to allow a broader range of uses within the Project (23ENT-0143, the “Zoning Amendment”). As more fully described herein, the Second Amendment Application and the CCSP Amendment have been revised since the initial filing. Notably, the Second Amendment Application has been revised to, among other things, amend the First Amended Agreement (rather than terminate the agreement) to (i) expand the scope of allowable users/uses of the Project and Project Site, (ii) revise the transfer provisions to allow lease and/or sale of the Project and Project Site, (iii) add project and community benefits accruing to the City, and (iv) extend the term of the Agreement. After the Second Amendment Application was revised to amend rather than terminate the First Amended Agreement, the City determined that the Zoning Amendment was no longer necessary. Upon approval of the Second Amendment Application and CCSP Amendment, RAND will withdraw the Zoning Amendment.
O. RAND has paid all necessary costs and fees associated with the City’s processing of the Second Amendment Application and the CCSP Amendment.
P. The primary purposes of the Second Amendment are to (a) broaden the permitted uses allowed within the Project and remove barriers to leasing and/or transfer of the Project Site consistent with City goals and policies to create a vibrant mixed-use environment in the Civic Center district, (b) provide the City with additional project and community benefits, (c) establish that future improvements, changes, and/or modifications to the Project shall be, with limited exceptions, governed by the SMMC in effect at the time the improvements, changes and/or modifications are proposed, and (d) extend the term of the Agreement.
Q. The Parties desire to enter into this Second Amendment in conformance with the Development Agreement Statutes in order to remove barriers to full occupancy of the Project and leasing and/or transfer of the Project and Project Site.
R. The City Council has (a) specifically considered and approved the impacts and benefits of the Second Amendment and has concluded that this Second Amendment is consistent with the objectives, policies, general land uses and programs specified in the General Plan and CCSP, (b) determined that the uses authorized by the Second Amendment are compatible with the uses authorized in the Civic Center district, (c) determined that the Second Amendment will not be detrimental to the health, safety or general welfare or adversely affect the orderly development of the Project Site, (d) concluded the Second Amendment will have a positive fiscal impact on the City, (e) determined that the City has complied with all procedures required by the Development Agreement Statutes with respect to this Second Amendment, and (f) duly authorized the City to enter into and perform its obligations under this Second Amendment. 4 S. The City Council has found that the provisions of this Second Amendment are consistent with the relevant provisions of the City’s General Plan, including the LUCE, the CCSP, and the Local Coastal Program, Land Use Plan in effect on the Second Amendment Effective Date.
T. On June 18, 2025, the City’s Planning Commission held a duly noticed public hearing on the Second Amendment and CCSP Amendment, and at such hearing, the Planning Commission recommended that the City Council (i) find the Second Amendment and CCSP Amendment to be exempt from CEQA pursuant to State CEQA Guidelines Section 15301 and (ii) approve the Second Amendment and CCSP Amendment.
U. On July 29, 2025, the City Council of the City of Santa Monica held a duly noticed public hearing on the Second Amendment and CCSP Amendment, and at such hearing the City Council (i) found the Second Amendment and CCSP Amendment to be exempt from CEQA pursuant to State CEQA Guidelines Section 15301, (ii) adopted Resolution No. _______ (CCS) approving the CCSP Amendment, and (iii) introduced for First Reading Ordinance No. _______ (CCS) approving this Second Amendment and authorizing its execution by the City Manager.
V. On August 12, 2025, the City Council adopted on Second Reading Ordinance No. _______ (CCS) approving the Second Amendment.
NOW THEREFORE, in consideration of the foregoing and the covenants and conditions hereinafter set forth, the City and RAND hereby agree as follows:
1. Definitions.
1.1 “Agreement” means the First Amended Agreement as modified by this Second Amendment entered into between the City and Owner as of the Second Amendment Effective Date. This definition replaces the definition of Agreement in Section 1.1 of the First Amended Agreement.
1.2 “RAND” or “Owner” shall both be construed to mean the owner of the Project Site, regardless of whether such owner is RAND unless the context requires otherwise. In anticipation of a future transfer of the Project Site and to avoid future confusion, this Second Amendment (other than in the Recitals) utilizes the short title “Owner” for the owner of the Project Site.
2. The First Amended Agreement Terms and Conditions Deleted and Superseded.
The First Amended Agreement shall remain in effect, except as expressly modified by this Second Amendment. It is the intent of the Parties to construe and interpret this Second Amendment as: (i) implementing the Second Amendment; (ii) preserving the Owner’s vested rights for the Project and providing vested rights for changes in use on the Project Site consistent with this Second Amendment; and (iii) not authorizing any other vested rights.
3. Conflicts. If there is a conflict or inconsistency between (a) this Second Amendment and (b) the First Amended Agreement, this Second Amendment shall prevail. 5 4. Project Description and Future Improvements/Modifications.
4.1 The Project is an existing non-residential building with parking and related open space. As of the Second Amendment Effective Date, the Project has 314,355 square feet of Floor Area.
4.2 Section 2.8 (Parking) of the First Amended Agreement is hereby deleted and replaced with the following:
“Except for the drop-off vehicle zones reserved at the entry court, all parking shall be located in the Project’s subterranean levels. The Project provides 799 parking spaces.”
4.3 Any future improvements, modifications and/or changes to the Project shall be governed by the SMMC in effect at the time the improvement, change, and/or modification is sought except as modified by Section 6 (Authorized Uses) of this Second Amendment below. Notwithstanding the foregoing, conversion and/or creation of up to 11,814 square feet of additional Floor Area as allowed by First Amended Agreement Section 2.2 may be processed through a Minor Modification pursuant to Section 4.4 of this Second Amendment provided that (a) the Community Development Director confirms the additional Floor Area meets all applicable requirements in the SMMC in effect at the time other than the maximum allowed Floor Area Ratio for the Project Site and (b) no building permit allowing such conversion and/or creation of additional Floor Area shall be issued by the City until either (i) the California Coastal Commission or its staff, as applicable, has approved such development or (ii) the City has approved such development pursuant to a certified Local Coastal Program and approval by the California Coastal Commission is not required for such development.
4.4 Minor Modifications. No Minor Modification or amendment to this Agreement shall be required for any future improvements, modifications and/or changes to the Project that are consistent with Sections 4.3 and 6 of this Second Amendment. Owner with the approval of the Community Development Director, may make other minor changes to the Project (“Minor Modifications”) without amending this Agreement; provided that the Community Development Director makes the following specific findings that the Minor Modifications: (i) are consistent with the Project’s approvals as approved by the City Council; (ii) are consistent with the provisions, purposes and goals of this Agreement; (iii) are not detrimental to the public health, safety, convenience or general welfare; and (iv) will not significantly and adversely affect the significant project features and community benefits included in Section 7 of this Second Amendment. The Community Development Director shall not unreasonably withhold, condition or delay approval of a request for a Minor Modification.
4.5 Modifications Requiring Amendment to this Agreement. Any proposed future improvements, modifications and/or changes to the Project which would conflict with the applicable development standards as established in this Section 4 shall require either (a) an amendment of this Second Amendment or (b) an amendment to the SMMC then in effect. 6 5. Other Government Approvals. Owner may apply for such other permits and approvals as may be required for development and/or use of the Project in accordance with this Second Amendment from other governmental or quasi-governmental agencies having jurisdiction over the Project Site including, without limitation, applying for issuance of a Coastal Development Permit(s) by the California Coastal Commission. The City shall express support for and reasonably cooperate with Owner in its endeavors to obtain such permits and approvals, consistent with this Second Amendment.
6. Authorized Uses and Vested Rights. The City approves the authorized uses for the Project as described in this Section 6, and Owner has the vested right to use and occupy the Project Site for the authorized uses as set forth in this Section. For the purposes of this Section 6, “SMMC” means the Santa Monica Municipal Code, including the Zoning Ordinance, in effect on the Effective Date of this Second Amendment unless specifically stated to refer to the Santa Monica Municipal Code as it may be in effect at some other time.
6.1 Permitted Uses. Permitted Uses in the Project are as specified below:
(a) Business and Professional offices and Creative offices as defined in SMMC Section 9.51.030(B)(19)(a) and (b), respectively. (b) Media Production, Support Facility as defined in SMMC Section
9.51.030(C)(6)(a).
(c) Facilities for scientific research and the design, development, and testing (but not production, assembly or manufacturing) of components and productions related pharmaceutical, biotechnology-based food and medicines, medical devices, biomedical technologies, nutraceuticals, cosmeceuticals, food processing, and other products that improve the lives of organisms; provided that (i) all such activities/uses permitted by this Section 6.1(c) shall occur within an enclosed building, (ii) in no such event shall the laboratory Floor Area exceed 40% of the Project’s Floor Area; and (iii) the Community Development Director makes a finding that such proposed uses conform with all applicable regulatory state, county or local regulatory requirements then in effect.
(d) Within the Project’s ground floor:
(i) Business Services as defined in SMMC Section
9.51.030(B)(6).
(ii) General Retail Sales, Small-Scale as defined in SMMC Section 9.51.030(B)(22)(b).
(iii) Restaurants, Full-Service and Limited Service & Take-Out as defined in SMMC Section 9.51.030(B)(8)(b) and (c) with Outdoor Dining and Seating Area as defined in SMMC Section 9.51.030(B)(8)(f) so long as each individual Restaurant tenant space(s) (not including Outdoor Dining and Seating Area) is 5,000 square feet or less. 7 (iv) Banks and Credit Unions as defined in SMMC Section
9.51.030(B)(4)(a) so long as each individual Banks and Credit Union tenant space(s) is 7,500 square feet or less.
(v) Convenience Market as defined in SMMC Section
9.51.030(B)(10)(a).
(vi) General Personal Services as defined in SMMC Section
9.51.030(B)(21)(a).
(e) Any other uses that are designated as permitted uses on the Project Site by the SMMC in effect at the time the use is established. (f) Uses accessory to any of the permitted uses in this Section 6.1 consistent with SMMC Section 9.52.020.2490.
Except as specifically provided herein, Owner will not be required to obtain any additional Discretionary Approvals for any of the Permitted Uses. Permitted Uses may commence in the Project upon issuance of a City business license and without any discretionary planning approvals for such uses.
6.2 RAND is a Permitted Use. City acknowledges and agrees that RAND is a permitted Business and Professional office use as defined by Section 6.1(a) of this Second Amendment above.
6.3 Uses Permitted through Minor Use Permit. A minor use permit shall be required for uses identified as requiring a Minor Use Permit in the SMMC in effect at the time the use is sought to be established, with the exception of any uses that are defined as Permitted Uses in Section 6.1 of this Second Amendment above. Uses requiring a Minor Use Permit may commence operating at the Project upon issuance of a Minor Use Permit in accordance with the procedures established in the SMMC and the issuance of a business license.
6.4 Conditionally Permitted Uses. “Conditionally Permitted Uses” include (a) all uses that are identified as Conditionally Permitted Uses in the SMMC in effect at the time the use is sought to be established, with the exception of any uses that are defined as Permitted Uses in Section 6.1 of this Second Amendment above. Conditionally Permitted Uses may commence operating at the Project upon issuance of a Conditional Use Permit (“CUP”) in accordance with the procedures established in the SMMC and the issuance of a business license.
6.5 Other Uses Subject to Discretionary City Planning Approvals. In addition to Permitted Uses, Minor Use Permit Uses, and Conditionally Permitted Uses, Owner may seek City discretionary planning approval for uses in the ground floor space and Subterranean Space that are allowed by any other City discretionary process as provided in the Zoning Ordinance in effect when the use is sought to be established. Such use(s) may not commence until the requisite City discretionary planning approval and a business license are obtained. 8 7. Significant Project and Community Benefits. Set forth below in this Section 7 are the significant project and community benefits to be achieved in accordance with the terms of this Second Amendment.
7.1 Monetary Contribution. Owner shall pay to the City FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000) (“Monetary Contribution”) as follows:
7.1.1 Three Million Five Hundred Thousand Dollars ($3,500,000) to the City on or prior to the Second Amendment Effective Date (as defined below), and
7.1.2 Two Million Dollars ($2,000,000) (the “Second Installment”) to the City prior to the earlier of (a) within fifteen (15) days after Coastal Commission approval of the Second Amendment and modification/amendment to the Project’s Coastal Development Permit, if Coastal Commission approval is legally required, (b) Owner exercising its rights (as defined in SMMC Section 9.37.090(B)) to use the Property for any of the vested uses authorized by this Second Amendment other than RAND’s continued use of the Property for Permitted Uses in Section 2.6.1 of the First Amended Agreement; or (c) Owner transferring its ownership interest in the Project Site, or any portion thereof.
If Owner has not applied to the Coastal Commission for approval of the Second Amendment and modification/amendment to the Project’s Coastal Development Permit, for any reason, within ninety (90) days of the Second Amendment Effective Date or if Coastal Commission approval is not legally required, then Owner shall pay the Second Installment to the City within 180 days of the Second Amendment Effective Date; or If Owner applies to the Coastal Commission for approval of the Second Amendment and does not obtain Coastal Commission approval for any reason within three (3) years of the Second Amendment Effective Date, then this Second Amendment, and any vested rights granted herein, shall automatically terminate on the third anniversary of the Second Amendment Effective Date without any further action required from the City unless Owner pays the Second Installment to the City before the third anniversary of the Second Amendment Effective Date. In the event of such termination, the First Amended Agreement shall remain in full force and effect.
7.1.3 Owner understands, acknowledges and agrees that the Monetary Contribution, or any portion thereof, shall not be interpreted or deemed as a “fee” within the meaning of Government Code Section 66006(c).
7.2 Additional Monetary Contribution If First Sale/Transfer of Project Site is Exempt from Measure GS.
7.2.1 Definition of Transfer. For purposes of this Section 7.2, the term “transfer” shall be interpreted to be any transfer of beneficial ownership of the Project Site, or portions thereof, or any sale or transfer of the Project Site, or portion thereof, that would be subject to taxation under California Revenue and Taxation Code Section 11911(a) and is not exempt from taxation under Sections 11921 (instrument securing debt), 11923 (conveyances under reorganization or adjustment plans), or 11924 (conveyances under order of securities and 9 exchange commission). For purposes of this Section 7.2, the term “transfer” includes, without limitation, any deed, instrument or writing to which the United States or any agency or instrumentality thereof, any state or territory, or political subdivision thereof, is acquiring title to the Project and/or Project Site.
7.2.2 Definition of Measure GS Transfer. For purposes of this Section
7.2, the term “GS Transfer” means a transfer of the Project and/or Project Site, or portion thereof, which is subject to taxation under the City’s Third Tier Tax Rate, as defined in SMMC Section 6.96.015.
7.2.3 Additional Monetary Contribution. Solely in connection with the first transfer of the Project and/or Project Site, or portion thereof, if such first transfer does not constitute a GS Transfer for any reason, the Owner shall pay an additional monetary contribution to City in the amount of 4.6% of the amount of consideration or value paid for the transfer of the Project and/or Project Site, or portion thereof.
7.2.4 No Change to Applicability of SMMC Chapter 6.96.
Notwithstanding anything to the contrary herein, nothing in this Section 7.2 shall be interpreted to alter, modify, negate, reduce or void the applicability of SMMC Chapter 6.96 to any first or subsequent transfers of the Project and/or the Project Site, or any portion thereof, it being the mutual intent of the parties hereto to allow the City to capture additional revenue that the City would not otherwise be entitled to receive under SMMC Chapter 6.96 for the first transfer of the Project and/or Project Site, or portion thereof, if the transfer is exempt from SMMC Chapter 6.96 pursuant to SMMC Section 6.96.050.
7.2.5 Payment. Payment of the amount of any contribution due under this Section 7.2 shall be made to the City on the date the deed or other transfer document is recorded and will be payable in such manner as the City may require. Owner shall ensure that any applicable escrow instructions are consistent with this requirement.
7.2.6 Bona Fide Purchaser. Any sale or transfer of the Project Site to an affiliate of Owner or to a third party who is not a bona fide purchaser for value shall not be considered a first sale or transfer.
7.2.7 Confirmation of Satisfaction or Termination of Condition. After the first sale or transfer of the Project Site and payment of either (a) the transfer tax under SMMC Chapter 6.96 or (b) the Additional Monetary Contribution under this Section 7.2, as applicable, this Section 7.2 shall be satisfied and of no further force and effect. City shall, within thirty (30) days of written request by the Owner and proof of payment of the transfer tax under SMMC Chapter 6.96 or the Additional Monetary Contribution under this Section 7.2, as applicable, execute and record a notice against title to the Project Site in the Official Records of the County of Los Angeles confirming satisfaction of this Section 7.2. Such notice shall be in a form reasonably deemed satisfactory by Owner’s title insurer.
7.2.8. Subdivision. Notwithstanding the foregoing, if Owner pursues a subdivision of the Project Site prior to the first sale or transfer of the Project Site then, prior to recordation of the final map, City and Owner shall enter into an operating memorandum pursuant 10 to Section 15.21 of the First Amended Agreement clarifying application of this Section 7.2 to any future partial transfers of the Project Site. The Parties agree that the intent of the operating memorandum is to ensure that the Owner makes a contribution to the City under this Section 7.2 for the sale or first transfer of each portion of the Project Site (e.g. if Owner subdivides the Project Site into two airspace parcels – Parcels A and B – and sells or transfers Parcel A in 2028 to a governmental agency and such transfer is not a GS Transfer and then sells or transfers Parcel B in 2029 to a governmental agency and such transfer is not a GS Transfer then the contribution under this Section 7.2 shall be applied to both of these sales or transfers but not to any subsequent sales or transfers).
7.3 Right of First Offer for Parking for Off-Site Users.
7.3.1 Right of First Offer. Owner may make any unused parking within the Project available for reservation by lease or license to one or more off-site user(s) (the "Available Parking"); provided however that prior to entering into any agreements for the Available Parking to be used by off-site user(s), Owner shall first offer to lease or license the Available Parking to the City by delivery of written notice to City (the "Availability Notice").
The Availability Notice shall set forth the terms upon which Owner would be willing to lease to City the Available Parking (e.g., number of parking spaces, frequency of use of parking – days of the week and ongoing vs. occasional or specified dates, hours parking would be available, requirements for parkers to provide identification and/or be subject to background checks or other clearance process, insurance requirements, etc.), as determined by Owner in its sole discretion. City shall have thirty (30) days after receipt of the Availability Notice to accept or reject in writing the terms set forth in the Availability Notice, it being understood that City's failure to respond within the foregoing period shall be deemed a rejection of such terms. If City does not accept in writing the terms set forth in the Availability Notice within such thirty (30) day period, then City's rights under this Section shall lapse and terminate and Owner shall be entitled to lease the Available Parking to any other party on such terms as Owner desires; provided that the rental rate (taking into account adjustments for any differences between socalled "net" leases and "gross" leases) shall be at least ninety-five percent (95%) of that originally offered to City, unless Owner has first again offered the Available Parking to City for lease on the terms offered to the third party in accordance with the procedures specified above in this Section. If City accepts in writing the terms set forth in the Availability Notice, then for the period starting on the date of City's delivery of the Availability Notice to City and ending sixty (60) days thereafter (the "Waiting Period"), Owner shall not enter into any binding agreement to lease the Available Parking to any other party, provided Owner shall have the right to market the Available Parking for lease. During the Waiting Period, Owner and City shall negotiate in good faith the terms of a lease or license, consistent with the terms set forth in the Availability Notice and otherwise consistent with the terms and conditions reasonably acceptable to Owner and City.
If City and Owner fail to execute and deliver a lease or license within the Waiting Period, then City's rights under this Section shall lapse and terminate, and Owner shall be entitled to lease or license the Available Parking to any other party on such terms as Owner desires; provided that the rental rate shall be at least ninety-five percent (95%) of that originally offered to City during the Waiting Period, unless Owner has first again offered the Available Parking to the City for lease or license on the terms offered to the third party in accordance with the procedures specified above in this Section. For the avoidance of doubt, the City’s Right of First Office under 11 this Section 7.3 does not apply to any agreements, leases, or licenses for parking used by Project employees, contractors, and/or visitors (a/k/a on-site parking users).
7.3.2 Right of First Offer Assignable. Owner understands, acknowledges, and agrees that the City’s rights under this Section 7.3 are assignable by City, in whole or in part, to any third party designated, in writing, by City as the assignee.
7.3.3 Potential School Employee Parking. Owner may allow the Santa Monica Early Childhood Lab School located at 1802 4th Street (the “Early Childhood Lab School”) to utilize up to forty (40) spaces of Available Parking, whether or not for charge, for its employees (the “Potential School Employee Parking”) without first offering such Potential School Employee Parking to the City through the Right of First Offer process required by this Section 7.3.
7.4 Early Childhood Initiatives Contribution.
7.4.1 Effective January 1, 2026 and continuing annually thereafter for the Term, Owner shall contribute forty thousand dollars ($40,000) to the then-current non-profit operator of the Early Childhood Lab School for the purpose of offsetting tuition costs for lowincome Santa Monica resident families pursuant to guidelines established by the City (the “donation”). If City determines that the Early Childhood Lab School is either (a) not utilizing the donation as intended or (b) is no longer operating, then upon at least thirty (30) days advance written notification to the Owner, any outstanding annual payments under this Second Amendment shall be made to the City instead of to the Early Childhood Lab School. Owner shall have no obligation to ensure the Early Childhood Lab School utilizes the donation for the intended purpose.
7.4.2 Upon the Second Amendment Effective Date, Owner and City acknowledge and agree that the $125,000 being held in an account by the Early Childhood Lab School for tuition subsidies for Owner’s employees shall no longer be restricted for tuition subsidies for Owner’s employees.
7.4.3 This Section 7 replaces all Owner obligations relating to early childhood development programs under the First Amended Agreement.
8. Transfers/Assignments. Article 13 of the First Amended Agreement is hereby deleted and replaced with the following:
8.1 Transfers and Assignments.
8.1.1 Not Severable from Ownership Interest in Project Site. This Agreement shall not be severable from Owner’s 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.
12 8.1.2 Transfer Rights. Owner may freely sell, ground lease, transfer, exchange, hypothecate, encumber or otherwise dispose of its interest in the Project Site (collectively referenced herein as “transfer”), without the consent of the City.
8.1.3 Transfer of Rights to the Project Site. The rights and obligations of the Owner and City under this Agreement apply to the entire Project Site upon transfer. Owner shall, however, give written notice to the City, in accordance with Section 15.1 of the Agreement (as amended by Section 11 of this Second Amendment), of any transfer of the Project Site, disclosing in such notice (a) the identity of the transferee of the Project Site (the “Property Transferee”) and (b) the address of the Property Transferee as applicable.
8.2 No Release Upon Transfer if Transferor Remains Owner. Upon the transfer of any rights and interests of Owner to the Project Site, all owners of any parcel on the Project Site shall be jointly and severally liable for compliance with this Agreement along with any and all Property Transferee(s). Upon the transfer of the entire Project Site which results in the transferor no longer having any ownership in any portion of the Project Site, then the transferor shall be released from its obligations under this Agreement once the executed Assumption Agreement is provided to the City in accordance with Section 8.3 of this Second Amendment.
8.3 Assignment to Property Transferee. Prior to any transfer, Owner shall provide written notice of such transfer to City; and the Property Transferee shall execute and deliver to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations jointly and severally with all other owners of the Project Site in the form of Exhibit "B" attached hereto (the “Assumption Agreement”). Upon transfer of the Project Site and the express assumption of Owner’s obligations under this Agreement by the Property Transferee, the City shall look to all owners of any parcel on the Project Site and/or any and all Property Transferees for compliance with the provisions of this Agreement. Any such Property Transferee shall be entitled to the benefits of this Agreement as “Owner” hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 8.1 of this Second Amendment, provided that the transferor shall remain jointly and severally liable under this Agreement along with the new Property Transferee and any other owners of the Project Site unless and until the executed Assumption Agreement is delivered to the City.
9. Extension of Term. The Parties hereby agree to extend the term of the Agreement to November 22, 2065 (the “Term”). This Section 9 of this Second Amendment modifies the definition of Term in Section 9.2.1 of the First Amended Agreement.
10. Effect of First Amended Agreement. As described in Sections 2-9 of this Second Amendment, the intent of this Second Amendment is to: (a) provide Owner with vested rights for certain additional uses of the Project Site, (b) provide the City with additional project and community benefits, (c) establish that future improvements, changes, and/or modifications to the Project shall, with limited exceptions, be governed by the SMMC in effect at the time the improvements, changes and/or modifications are proposed, (d) authorize future 13 transfers/assignments of the Project Site in accordance with this Second Amendment, and (e) extend the Term of the Agreement. For the avoidance of doubt and to avoid any confusion:
(a) Nothing in the First Amended Agreement, including the description of the Project and any height or Floor Area/square footage limitations in Sections 2.1 and 2.2 of the First Amended Agreement, precludes or restricts Owner from seeking future improvements, changes, and/or modifications to the Project in accordance with the SMMC then in effect.
(b) Section 2.5 (Vested Rights), including Section 2.5.2 (Minor Modifications to the Project) and Section 2.5.3 (Modifications Requiring Amendment to this Agreement), of the First Amended Agreement are hereby deleted.
(c) Section 2.6 (Uses) of the First Amended Agreement is hereby deleted except as specified in Second Amendment Section 7.1.2. (d) Nothing in this Second Amendment or the First Amended Agreement prevents Owner from utilizing any provision of State Law or the SMMC in effect at the time to improve, change or modify the Project.
(e) As of the Second Amendment Effective Date, the following sections of and exhibits to the First Amended Agreement are no longer applicable to the Project and/or any improvements, changes and/or modifications to the Project: Section 2.7 (Special Elements); Section 2.9 (Setbacks); Section 2.10 (Signage); Article 3 (Construction); Article 4 (Project Fees, Mitigation Measures and Conditions); Article 5 (Effect of Agreement on City Laws and Regulations); Article 6 (Architectural Review Board); Article 7 (City Technical Permits); Exhibits “A”-“C” and “E”-“N” to the First Amended Agreement; and Exhibit “D” to the First Amended Agreement except for Section 9.04.02.030.315 therein. (f) Notwithstanding any other provision of this Second Amendment, (i) the Parties agree that the Project Site’s Average Natural Grade is an elevation of 53 feet 4 inches (53' 4") above sea level as defined in Section 2.4.1 of the First Amended Agreement and (ii) Owner may continue to utilize the definition of Floor Area in Section 2.4.3 of the First Amended Agreement for purposes of calculating the Floor Area for the Project’s existing building (but not for additions to the existing building).
11. Notices. The addresses to be used hereafter for notices pursuant to Section 15.1 of the First Amended Agreement are hereby deleted and replaced with the following addresses:
To City:
City of Santa Monica
1685 Main Street, Room 204
Santa Monica, CA 90401
Attention: City Manager
14 With a copy to:
City of Santa Monica
1685 Main Street, Mail Stop 28
Santa Monica, CA 90401
Attn: Community Development Department Director
To Owner:
The RAND Corporation
1776 Main Street
Santa Monica, California 90401
Attn: Eric Peltz
With a copy to:
The RAND Corporation
1776 Main Street
Santa Monica, California 90401
Attn: Robert Case
Harding Larmore Kutcher & Kozal, LLP
1250 Sixth Street, Suite 200
Santa Monica, California 90401
Attn: Paula J. Larmore
12. Correction of Entity Name. The parties acknowledge that there was a scrivener’s error in Owner’s name in the First Amended Agreement and that Owner’s name is correctly “THE RAND CORPORATION, a California non-profit corporation”. [The remainder of this page is intentionally left blank.] 15 This Second Amendment is executed by the Parties on the date first set forth above and is made effective on and as of the date the ordinance approving this Second Amendment becomes effective (the “Second Amendment Effective Date”).
RAND:
THE RAND CORPORATION,
a California non-profit corporation
By: ____________________________
Name: __________________________
Title: ___________________________
CITY:
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
Name: ___________________________
Title: _____________________________
ATTEST:
By: _________________________________
Name: ______________________________
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Name: ______________________________
City Attorney
Exhibit “A”, page 1
EXHIBIT “A”
LEGAL DESCRIPTION
The Land referred to herein below is situated in the City of Santa Monica, County of Los Angeles, State of California, and is described as follows:
PARCEL 1:
ALL THAT CERTAIN PIECE OR PARCEL OF LAND SITUATE, LYING AND BEING IN
THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
BEING A PORTION OF THE RANCHO SAN VICENTE Y SANTA MONICA, AS PER MAP RECORDED IN BOOK 3, PAGES 30 AND 31 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND LOT 11, TRACT NO. 1347, AS PER MAP RECORDED IN BOOK 18, PAGE 89 OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF LOT 1 OF SCOTT'S ADDITION TO SANTA MONICA, AS PER MAP RECORDED IN BOOK 7, PAGES 58 AND 59 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID
POINT OF BEGINNING BEING ALSO THE POINT OF BEGINNING OF THE PARCEL OF LAND DESCRIBED IN PARCEL 1 IN THE DEED DATED MARCH 14, 1940 FROM
SOUTHERN PACIFIC COMPANY AND SOUTHERN PACIFIC RAILROAD COMPANY TO THE CITY OF SANTA MONICA, RECORDED ON MAY 08, 1940 IN BOOK 17489, PAGE 151 OF OFFICIAL RECORDS; THENCE NORTH 45° 15' 00" EAST, ALONG THE SOUTHEASTERLY LINE OF THE LAND DESCRIBED IN PARCEL 1 IN SAID DEED DATED MARCH 14, 1940, ALSO THE NORTHWESTERLY LINE OF SAID LOT 1 AND THE NORTHEASTERLY PROLONGATION THEREOF 170.00 FEET TO A POINT IN A LINE THAT IS PARALLEL WITH AND DISTANT 20.00 FEET NORTHEASTERLY, AT RIGHT ANGLES, FROM THE NORTHEASTERLY LINES OF LOTS 1 TO 18, BOTH
INCLUSIVE OF SCOTT'S ADDITION TO SANTA MONICA, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 44° 45' 00" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF 1145.69 FEET MORE OR LESS TO THE MOST SOUTHERLY CORNER OF SAID LOT 11; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LOT NORTH 45° 15' EAST 82.94 FEET TO A POINT IN THE
SOUTHWESTERLY LINE OF THE LAND DESCRIBED IN DEED RECORDED IN BOOK 1033, PAGE 296 OF DEEDS, SAID POINT BEING ALSO THE MOST EASTERLY CORNER OF SAID LOT 11; THENCE ALONG SAID SOUTHWEST LINE NORTH 12° 57' 30" WEST
58.23 FEET TO THE MOST SOUTHERLY CORNER OF THE LAND DESCRIBED IN THE
DEED FROM SOUTHERN PACIFIC RAILROAD COMPANY TO PACIFIC ELECTRIC RAILWAY COMPANY, RECORDED IN BOOK 3950, PAGE 81 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WEST LINE OF SAID LAST MENTIONED LAND, NORTH 4° 59' 10" EAST 163.50 FEET TO THE NORTHERLY TERMINUS OF THE COURSE DESCRIBED AS NORTH 14° 45' EAST 108.45 FEET IN THE DEED FROM
PACIFIC ELECTRIC RAILWAY COMPANY TO SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 3960, PAGE 211 OF SAID
Exhibit “A”, page 2
OFFICIAL RECORDS; THENCE ALONG THE BOUNDARY LINE DESCRIBED IN SAID DEED, NORTH 0° 34' WEST 75.93, FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 528.34 FEET; THENCE NORTHERLY ALONG SAID CURVE, 23.43 FEET; THENCE NORTH 3° 06' 30" WEST 64.02 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF MAIN STREET, 80 FEET WIDE, AS DESCRIBED IN THE DECREE IN CASE NO. 131082, SUPERIOR COURT, A CERTIFIED COPY OF SAID DECREE BEING RECORDED IN BOOK 4818, PAGE 195 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID SOUTHWESTERLY LINE, NORTH 44° 45' 56" WEST 871.06 FEET TO THE MOST EASTERLY CORNER OF THE LAND DESCRIBED IN SAID PARCEL 1 IN SAID DEED DATED MARCH 14, 1940; THENCE SOUTH 45° 15' 00" WEST, ALONG THE SOUTHEASTERLY LINE OF THE LAND DESCRIBED IN SAID PARCEL 1, ALSO THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF SAID LOT 1, A DISTANCE OF 349.80 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING.
EXCEPT THEREFROM THAT PORTION DESCRIBED IN THE GRANT DEED TO CITY OF SANTA MONICA, A MUNICIPAL CORPORATION, RECORDED OCTOBER 28, 1957 AS INSTRUMENT NO. 271, OF OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM THAT PORTION DESCRIBED IN THE GRANT DEED TO
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, A PUBLIC AGENCY, CORPORATE AND POLITIC, RECORDED APRIL 11, 2000 AS INSTRUMENT NO. 00-0537418, OF OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM THAT PORTION DESCRIBED IN THE GRANT DEED TO THE CITY OF SANTA MONICA, A MUNICIPAL CORPORATION, RECORDED JULY 12, 2011 AS INSTRUMENT NO. 20110936256, OF OFFICIAL RECORDS.
PARCEL 2:
THAT PORTION OF A VACATED ALLEY, BEING A PORTION OF LOT 13 OF TRACT NO. 1347, IN THE CITY OF SANTA MONICA, LOS ANGELES COUNTY, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 18, PAGE 89 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THAT WAS VACATED BY RESOLUTION NO. 2425, RECORDED MARCH 17, 1961 AS INSTRUMENT NO. 3560, OF
OFFICIAL RECORDS, THAT WOULD PASS TO THE LEGAL CONVEYANCE OF SAID PARCEL 1 ABOVE DESCRIBED.
PARCEL 3:
A PORTION OF RANCHO SAN VICENTE Y SANTA MONICA, IN THE CITY OF SANTA
MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 30 AND 31 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT, SAID POINT BEING THE MOST NORTHERLY CORNER OF LOT 10, TRACT NO. 1347, AS PER MAP RECORDED IN BOOK 18, PAGE 89 OF MAPS, IN THE OFFICE OF SAID RECORDER;
Exhibit “A”, page 3
THENCE NORTH 12° 57' 04" WEST ALONG THE EASTERLY LINE OF LOT 11 IN SAID TRACT NO. 1347 AND ITS NORTHERLY PROLONGATION 57.97 FEET TO THE
SOUTHERLY CORNER OF THE LAND DESCRIBED IN THE DEED FROM SOUTHERN
PACIFIC RAILROAD COMPANY, TO PACIFIC ELECTRIC RAILWAY COMPANY, RECORDED IN BOOK 3950, PAGE 81, OFFICIAL RECORDS IN SAID OFFICE;
THENCE ALONG THE WESTERLY BOUNDARY LINE DESCRIBED IN SAID DEED, NORTH 4° 59' 36" EAST 163.50 FEET TO THE NORTHERLY TERMINUS OF THE COURSE DESCRIBED AS "NORTH 14° 45' EAST, 108.45 FEET" IN THE DEED FROM
PACIFIC ELECTRIC RAILWAY COMPANY TO SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 3960, PAGE 211 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG THE WESTERLY BOUNDARY LINE OF SAID LAST MENTIONED DEED, NORTH 0° 33' 34" WEST 75.93 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 528.34 FEET;
THENCE NORTHERLY ALONG SAID CURVE IN SAID WESTERLY LINE AN ARC DISTANCE OF 16.51 FEET; THENCE SOUTH 15° 45' 27" EAST ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF MAIN STREET, 80 FEET WIDE, DESCRIBED AS HAVING A BEARING OF NORTH 16° 00' WEST, IN DECREE IN CASE NO. 131082, SUPERIOR COURT RECORDED IN BOOK 4818, PAGE 195, OFFICIAL RECORDS OF SAID COUNTY, A DISTANCE OF 253.45 FEET MORE OR LESS, TO THE
NORTHEASTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LOT 11; THENCE SOUTH 45° 15' 26" WEST ALONG SAID NORTHEASTERLY PROLONGATION 96.79 FEET MORE OR LESS TO THE POINT OF BEGINNING.
PARCEL 4:
AN EASEMENT FOR STORM DRAIN AND EMERGENCY ACCESS AS SET FORTH ON THAT CERTAIN GRANT DEED, RECORDED JULY 12, 2011 AS INSTRUMENT NO. 20110936256 OF OFFICIAL RECORDS.
APN 4290-015-035, 4290-014-014 and 4290-014-015
Exhibit “B”, page 1
EXHIBIT “B”
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 8.2.]
A. The City of Santa Monica (“City”) and Assignor entered into that certain Development Agreement dated November 23, 2000 and recorded in the Official Records of the County of Los Angeles on February 1, 2001 as Instrument No. 01-0176770, that certain Amendment No. 1 to Development Agreement dated August 14, 2012 and recorded in the Official Records of the County of Los Angeles on February 6, 2013 as Instrument No. 20130191602, and that certain Amendment No. 2 to Development Agreement dated _________________ and recorded in the Official Records of the County of Los Angeles on _________________ as Instrument No. _________________ (collectively 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”).
Exhibit “B”, page 2
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.
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 8.3 of the Second Amendment. 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 Project Site.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below.
“ASSIGNOR”
_________________________________
“ASSIGNEE”
_____________________________
Exhibit “B”, 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