Agenda packet — Santa Monica City Council, December 16, 2025 (part 5 of 7)

Additionally, pursuant to Public Resources Code Section 21099, aesthetic impacts of the Project shall not be considered significant impacts on the environment since it is considered an employment center project on an infill site within a transit priority area (see table below).
“Employment center project”
means a project located on
property zoned for commercial
uses with a floor area ratio of no
less than 0.75 and that is located
within a transit priority area.

The Project site is commercially zoned
Bayside Conservation and Transit
Adjacent Zone, have existing building
improvements with FAR greater than

0.75, and is located with a transit priority
area.
“Infill site” means a lot located
within an urban area that has been
previously developed, or on a
vacant site where at least 75
percent of the perimeter of the site
adjoins, or is separated only by an
improved public right-of-way from,
The Project site is fully developed with
urban uses.

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Packet Pg. 1012 Attachment: CEQA Analysis 1202 3rd St [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street parcels that are developed with
qualified urban uses.
“Transit priority area” means an
area within one-half mile of a major
transit stop that is existing or
planned, if the planned stop is
scheduled to be completed within
the planning horizon included in a
Transportation Improvement
Program or applicable regional
transportation plan.

The Project site is located within a transit
priority area as it is located within ½ mile
of the Downtown Station for the Metro E
Line at 4th Street and Colorado Avenue.

Energy Use
The Project would comply with Section 9.61.205(G)(6) of the Digital Display District Ordinance, which requires that all new digital displays utilize 100% renewable energy resources; therefore, the Project would not result in the inefficient, unnecessary, or wasteful consumption of energy.

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Packet Pg. 1013 Attachment: CEQA Analysis 1202 3rd St [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street o Prohibition of stroboscopic or flashing images, text, or lighting which rapidly change direction, oscillate, flash or reverse in contrast, and scrolling text With adherence to these requirements that are contained within the Ordinance, driver distraction effects associated with the Project would not be significant.

Furthermore, the City of West Hollywood recently commissioned a traffic safety study to address driver distraction effects that could occur due to the new digital billboards that have been installed on Sunset Boulevard.2 The study peer-reviewed existing research on the effects of full motion billboards on traffic safety conditions and collision rates, including a comparative collision analysis, comparing crash patterns on Sunset Boulevard with three other major corridors in the Los Angeles area. The study concludes that the “comparative collision analysis does not reveal any trends that suggest the presence of numerous billboards leads to a greater number of collisions compared with corridors in a similar urban environment with fewer billboards.”
The existing urban conditions of the District pose less traffic safety and driver distraction risks than in West Hollywood and other urban locations that the traffic safety study reviewed. The Ordinance’s permitted locations for digital displays, particularly the corner Promenade buildings, have lower posted travel speeds than on Sunset Boulevard and on freeways where digital billboards are common. Additionally, the adjacent roadways to the display locations have less capacity (1-2 travel lanes in each direction). Therefore, the risk of driver distraction effects is anticipated to be further reduced in comparison to the traffic safety study.
• The project would not damage scenic resources - There are no scenic resources or scenic highways within or adjacent to the District boundaries. Pacific Coast Highway (PCH), located west of the Downtown, is eligible for designation as scenic highway, but it is not currently designated as such by the State or the County of Los Angeles nor is the highway located within the same viewshed as the District. Therefore, the Project would not have impacts on scenic resources.
• The project is not located on a hazardous waste site - The following hazardous materials databases were checked in November 2025 to determine if the Project site 2 Appendix E1 of Addendum to the Final Initial Study/Negative Declaration Sunset Strip Off-Site Signage Policy, West Hollywood Updated Billboard Traffic Safety Study, Fehr & Peers, July 30th 2025.

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Packet Pg. 1014 Attachment: CEQA Analysis 1202 3rd St [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street is identified as a known hazardous materials site pursuant to Government Code Section 65962.5:
o Department of Toxic Substances Control’s (“DTSC”) Envirostor database for hazardous waste and substances sites;
o State Water Board’s Geotracker Database for cleanup program sites, land disposal sites, leaking underground storage tank sites, military sites, permitted UST sites, oil and gas monitoring sites, and National Pollutant Discharge Elimination System sites
o State Water Board’s list of solid waste disposal sites with waste constituents above hazardous waste levels;
o California Environmental Protection Agency’s Lists of active Cease and Desist Orders (“CDO”), Cleanup and Abatement Orders (“CAO”), Contaminated Solid Waste Disposal Sites.

The Project site is not listed on any of the above hazardous material databases compiled pursuant to Government Code Section 65962.5. Further, the installation of the Project’s digital display on an existing building would not include significant ground-disturbing activities, such as foundation work, grading, or excavation, such that subsurface contamination could be encountered. Therefore, no impacts related to hazardous waste site listing pursuant to Government Code Section 65962.5 would occur as a result of the Project.

The project would not cause a substantial adverse change in the significance of a historical resource – As indicated above, the Project would not cause a material change in the significant of a historical resource.

Based on the above analysis, this Project is categorically exempt per Sections 15301, 15303, 15311, 15331, and 15332 of the CEQA Guidelines.

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Packet Pg. 1015 Attachment: CEQA Analysis 1202 3rd St [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street

HISTORICAL RESOURCE TECHNICAL REPORT
1202 3RD STREET PROMENADE, SANTA MONICA
DECEMBER 2025
556 S Fair Oaks Avenue, Suite 101-514
Pasadena, CA 91105

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Packet Pg. 1016 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street prepared for
City of Santa Monica
City Planning Division
1685 Main Street
Santa Monica, CA 90401
Cover Photo: J. C. Penny, 1949. Santa Monica History Museum

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Packet Pg. 1017 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street

TABLE OF CONTENTS

1.0 EXECUTIVE SUMMARY .......................................................................................................... 2

2.0 PROJECT SUMMARY .............................................................................................................. 3 PROJECT LOCATION .................................................................................................................................................. 3 PROJECT DESCRIPTION ............................................................................................................................................ 3

3.0 REGULATORY FRAMEWORK ................................................................................................ 5 HISTORICAL RESOURCES UNDER CEQA ......................................................................................................... 5 HISTORIC DESIGNATIONS ....................................................................................................................................... 5 Landmark and Historic District Ordinance of the City of Santa Monica ..................................................... 5

4.0 IDENTIFICATION OF HISTORICAL RESOURCES ................................................................. 7

5.0 DESCRIPTION OF HISTORICAL RESOURCES ....................................................................... 8 PHYSICAL DESCRIPTION .......................................................................................................................................... 8 ALTERATIONS ................................................................................................................................................................ 8 CHARACTER-DEFINING FEATURES .................................................................................................................... 8

6.0 ANALYSIS OF POTENTIAL IMPACTS ................................................................................. 10 FRAMEWORK FOR ANALYSIS ............................................................................................................................ 10 Significance Threshold ................................................................................................................................................ 10 The Secretary of the Interior’s Standards for Rehabilitation ........................................................................ 10 Preservation Brief 25: The Preservation of Historic Signs ............................................................................. 11 ANALYSIS OF POTENTIAL IMPACTS ............................................................................................................... 12 Standards Analysis........................................................................................................................................................ 12 CEQA Analysis ............................................................................................................................................................... 15

7.0 CONCLUSION ......................................................................................................................... 17

8.0 REFERENCES ......................................................................................................................... 18 APPENDIX A ................................................................................................................................ 19

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1.0 EXECUTIVE SUMMARY
United XYZ LLC (the Applicant) proposes to add a digital display screen (the Project) to the existing commercial building located at 1202 3rd Street Promenade in the City of Santa Monica (the Project Site). The building, formerly a J. C. Penney department store constructed in 1949, was designated a Santa Monica Landmark in 2008 and is therefore considered a “historical resource” as defined by the California Environmental Quality Act (CEQA)1 for the purpose of this report. The purpose of this report is to identify potential impacts to historical resources as defined by CEQA that may be caused by the Project.

The Landmark and Historic District Ordinance of the City of Santa Monica (Code of Ordinances, Chapter 9.56) requires a certificate of appropriateness for any proposed alteration, restoration, construction, removal, relocation, or demolition of or to a Landmark (9.56.140) and requires the Landmarks Commission to use the Secretary of the Interior’s Standards for the Treatment of Historic Properties to evaluate any such proposed alteration, restoration, or construction (9.56.140.G). Therefore, this report evaluates the Project against the Standards for Rehabilitation to identify potential impacts to 1202 3rd Street Promenade. The evaluation includes a review of existing documentation on the property; observation of the site; and review of architectural drawings of the proposed alterations. A site visit was conducted in September 2025 to observe existing features and conditions on the Project Site. Research, field inspection, and analysis were performed by John LoCascio, AIA, Principal Architect, a qualified professional who meets the Secretary of the Interior’s Professional Qualifications Standards in Architecture and Historic Architecture. A resume is provided in Appendix A.

This report has determined that, because the proposed digital display screen will obscure most of the fluted corner tower that is the principal architectural feature of the former J. C. Penney building, the Project does not fully conform with Standards 2 and 9; therefore, the Project does not follow the Secretary of the Interior’s Standards for Rehabilitation. However, the Project will not materially alter the J. C. Penney building such that its significance would be materially impaired; all the physical characteristics that convey the building’s significance will remain intact behind the screen. The fluted corner tower and its component features will be obscured when viewed at a distance from Wilshire Boulevard and Third Street but will remain visible on closer view behind the digital display screen which will be offset from the building’s façades; and the building’s other features will remain fully visible, including its scored plaster walls, ribbon windows, blade sign, canopy, storefronts and display windows. Therefore, the Project will not cause a substantial adverse change in the significance of 1202 3rd Street Promenade and will not have a significant effect on the environment as defined by CEQA. 1 California PRC, Section 21084.1.

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2.0 PROJECT SUMMARY
Project Location
The Project Site (AIN 4291-002-001) is located at the southwest corner of the intersection of 3rd Street Promenade and Wilshire Boulevard in the City of Santa Monica. It is bounded by Wilshire Boulevard to the north, 3rd Street Promenade to the east, an adjacent commercial property to the south, and a service alley (2nd Court) to the west. A location map is included in Figure 1, below.

FIGURE 1: LOCATION MAP
Project Site outlined in red
Project Description
The Project consists of a new, 1,000-square-foot LED digital display/billboard to wrap around the corner of the east and north façades of the existing City-designated landmark at 1202 3rd Street Promenade. The display will be bracketed by architectural trim. The Project will also re-activate the blade sign at the southeast corner of the building. Renderings of the proposed digital display are provided in Figures 2 and 3, below.

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Packet Pg. 1020 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 4 FIGURE 2: PROJECT RENDERING, DAY VIEW
View southwest from Wilshire Boulevard and 3rd Street. Orange Barrel Media FIGURE 3: PROJECT RENDERING, NIGHT VIEW
View southwest from Third Street at Wilshire Boulevard. Orange Barrel Media

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3.0 REGULATORY FRAMEWORK
Historical Resources Under CEQA
The California Environmental Quality Act (“CEQA”) is the principal statute governing environmental review of projects occurring in the state and is codified in Public Resources Code (PRC) Section 21000 et seq. CEQA requires lead agencies to determine if a proposed project would have a significant effect on the environment, including significant effects on historical or unique archaeological resources. Under CEQA Section 21084.1, a project that may cause a substantial adverse change in the significance of a historical resource is a project that may have a significant effect on the environment.

CEQA Guidelines Section 15064.5 recognizes that historical resources include: (1) resources listed in, or determined to be eligible by the State Historical Resources Commission, for listing in the California Register of Historical Resources; (2) resources included in a local register of historical resources, as defined in PRC Section 5020.1(k) or identified as significant in a historical resource survey meeting the requirements of PRC Section 5024.1(g); and (3) any objects, buildings, structures, sites, areas, places, records, or manuscripts which a lead agency determines to be historically significant or significant in the architectural, engineering, scientific, economic, agricultural, educational, social, political, military, or cultural annals of California by the lead agency, provided the lead agency’s determination is supported by substantial evidence in light of the whole record.

Historic Designations
Historical and cultural resources fall within the jurisdiction of several levels of government. The framework for the identification and, in certain instances, protection of cultural resources is established at the federal level, while the identification, documentation, and protection of such resources are often undertaken by state and local governments. As described below, the principal federal, State, and local laws governing and influencing the preservation of historical resources of national, State, regional, and local significance include:
 The National Historic Preservation Act of 1966, as amended;  The Secretary of the Interior’s Standards for the Treatment of Historic Properties (Secretary’s Standards);
 The California Environmental Quality Act (CEQA);
 The California Register of Historical Resources (California Register);  The California Public Resources Code;
 The Landmark and Historic District Ordinance of the City of Santa Monica (Code of Ordinances Chapter 9.56, added by Ord. No. 2486CCS§§ 1, 2, adopted June 23, 2015).

LANDMARK AND HISTORIC DISTRICT ORDINANCE OF THE CITY OF SANTA MONICA The Landmark and Historic District Ordinance was adopted to establish procedures and provide regulations to protect elements of the City’s cultural, social, economic, political and architectural history; safeguard the City’s historic, aesthetic, and cultural heritage; foster civic pride; protect and enhance the City’s aesthetic and historic attractions as a stimulus to business

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Packet Pg. 1022 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 6 and industry; and promote the use of Landmarks, Structures of Merit and Historic Districts for the education, pleasure and welfare of the City’s residents.

The Ordinance established a Landmarks Commission with the power to, among others, designate Structures of Merit, Landmarks and Landmark Parcels (9.56.060.A); and regulate and control the alteration, restoration, construction, removal, relocation or demolition of or to the same, or to a building or structure within a Historic District (9.56.060.C). The Landmarks Commission may approve the landmark designation of a structure, improvement, natural feature or an object if it finds that it meets one or more of the following criteria:

1. It exemplifies, symbolizes, or manifests elements of the cultural, social, economic, political or architectural history of the City.

2. It has aesthetic or artistic interest or value, or other noteworthy interest or value.

3. It is identified with historic personages or with important events in local, state or national history.

4. It embodies distinguishing architectural characteristics valuable to a study of a period, style, method of construction, or the use of indigenous materials or craftsmanship, or is a unique or rare example of an architectural design, detail or historical type valuable to such a study.

5. It is a significant or a representative example of the work or product of a notable builder, designer or architect.

6. It has a unique location, a singular physical characteristic, or is an established and familiar visual feature of a neighborhood, community or the City.

The Ordinance requires a certificate of appropriateness for any proposed alteration, restoration, construction, removal, relocation, or demolition of or to a Landmark (9.56.140) and requires the Landmarks Commission to use the Secretary of the Interior’s Standards for the Treatment of Historic Properties to evaluate any such proposed alteration, restoration, or construction (9.56.140.G).

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4.0 IDENTIFICATION OF HISTORICAL RESOURCES
The Project Site is occupied by a two-story commercial building originally constructed in 1949 as a J.C. Penney Co. department store. The property was designated a Santa Monica Landmark in 2008 under Criteria 1 and 6.

The former J.C. Penney building was constructed during the economic prosperity of Santa Monica in the early post-World War II years when expansion of commercial activity along 3rd Street was occurring. The building’s size and prominence on the corner of Wilshire Boulevard and 3rd Street continues to manifest and exemplify the economic development of the City’s Central Business District during the late 1940s. The property also exemplifies a particular and short-lived stylistic phase in the architectural history of the City, the Late Streamline Moderne. Character-defining features of the former J.C. Penney building that are indicative of the Late Streamline Moderne style include its pronounced horizontal northeast corner comprised of its storefront, broad flat curved canopy, and soaring circular fluted tower.2
J. C. Penny, 1949 (Santa Monica History Museum)
2 City of Santa Monica, “Historic Landmark Viewer,”
https://smgov.maps.arcgis.com/apps/instant/attachmentview er/index.html?appid=56607b6926724058aa5822c3d24023eb
(accessed September 5, 2025).

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5.0 DESCRIPTION OF HISTORICAL RESOURCES
Physical Description
The former J.C. Penney department store building at 1202 3rd Street Promenade occupies the entire parcel, with zero setback on all sides. It is a two-story building of concrete construction with a rectangular plan, simple massing, and asymmetrical composition. It has a flat roof with parapets. The exterior walls are of banded cement plaster at the first floor and scored cement plaster at the second floor, over the original honed concrete surface. The upper portion of the north and east wall planes terminate short of the northeast corner, each folding forward into fins that frame a tall, cylindrical concrete tower with fluted walls and a reeded base. A flat, angled metal canopy with curved corners wraps the north and east façades at the base of the tower, sheltering the storefronts and display windows below. A similar, smaller canopy shelters a secondary entrance on the west end of the north façade. Fenestration consists of glazed metal storefront systems and display windows at the first floor, and bezeled ribbon windows at the second floor. There is a continuous base of glazed ceramic tile on the east and north façades, which continues around the display windows on the south end of the east façade and clads the column supporting the canopy over the primary entrance. The primary entrance is asymmetrically located on the east façade and consists of a pair of glazed metal doors flanked by single doors, set within the recessed storefront. The apron in front of the entrance is paved in terrazzo. The secondary entrance on the north façade consists of a pair of glazed metal doors recessed within the storefront. There is a recessed, flush egress door at the south end of the east façade, below a concrete blade sign.

Alterations
The former J. C. Penney department store building has undergone some alterations since its initial construction in 1949. The building has been remodeled twice, first for Banana Republic in 2007 and then for its conversion into Gold’s Gym in 2023. Exterior alterations include the application of scored and banded plaster veneer over the original honed concrete exterior walls; replacement of the storefronts, doors, and show windows on the east and north façades; removal of some of the glazed ceramic tile veneer around the storefronts and show windows; modification of the south show window on the east façade to accommodate an added egress door; addition of three new first-floor windows on the north façade; replacement of the secondary north entrance and display windows with new storefront glazing and entrance doors; and addition of a canopy over the secondary north entrance.

Tenant identification was removed from the blade sign after J. C. Penney vacated the building.

It has remained dormant ever since. In 2015, the Santa Monica Landmarks Commission approved reactivating the blade sign for Banana Republic (14ENT-5031) but that reactivation was never implemented.

Character-defining Features
Every historic building is unique, with its own identity and its own distinctive character.

Character-defining features are those visual aspects and physical elements and materials, constructed or deposited during the property’s period of significance, that give the building its

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Packet Pg. 1025 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 9 historic character and contribute to its historic integrity. Character-defining features should be considered in the planning and design of a project so that they are preserved to the maximum extent possible.

In general, retaining character-defining features retains the integrity of the historic property and thus maintains the property’s eligibility as an historical resource. Removal or alteration of a single feature does not necessarily impact the eligibility of an historical resource; significant impacts on an historical resource result from major change or from the cumulative effect of many incremental changes.

The former J. C. Penney Co. department store building is listed as a City Landmark under Criterion 1 as an example of the economic prosperity of Santa Monica in the early post-World War II years and the expansion of commercial activity along 3rd Street at that time; and as an example of a particular and short-lived stylistic phase in the architectural history of the City, the Late Moderne. The property is listed under Criterion 6 as a local icon and defining feature of Santa Monica’s downtown. A period of significance is not identified in the Landmark designation but is presumed to be 1949, the year in which construction was completed and the store opened for business. Therefore, the exterior character-defining features are those that survive from the building’s initial construction and include the following:
 Rectangular plan, simple two-story massing, and asymmetrical composition  Flat roof with parapets
 Solid wall planes on the upper portion of the north and east façades, terminating in fins  Tall, cylindrical concrete tower with fluted walls and reeded base  Flat, angled metal canopy with curved corners wrapping the north and east façades  Bezeled ribbon windows at the second floor
 glazed ceramic tile base, surrounds, and column
 Terrazzo entrance apron
 Concrete blade sign on east façade

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6.0 ANALYSIS OF POTENTIAL IMPACTS
Framework for Analysis

SIGNIFICANCE THRESHOLD
A significant effect under CEQA would occur if a project results in a substantial adverse change in the significance of a historical resource as defined in CEQA Guidelines Section 15064.5(a).

Substantial adverse change is defined as “physical demolition, destruction, relocation, or alteration of the resource or its immediate surroundings such that the significance of a historical resource would be materially impaired.”3 According to CEQA Guidelines Section 15064.5(b)(2), the significance of a historical resource is materially impaired when a project demolishes or materially alters in an adverse manner those physical characteristics that:

A. Convey its historical significance and that justify its inclusion in, or eligibility for, inclusion in the California Register; or
B. Account for its inclusion in a local register of historical resources pursuant to PRC Section 5020.1(k) or its identification in a historical resources survey meeting the requirements of PRC Section 5024.1(g) Code, unless the public agency reviewing the effects of the project establishes by a preponderance of evidence that the resource is not historically or culturally significant; or
C. Convey its historical significance and that justify its eligibility for inclusion in the California Register as determined by a Lead Agency for purposes of CEQA.

According to CEQA Guidelines Section 15064.4(d)(1-3), in evaluating the significance of the potential environmental effect of a project on historical resources, both direct physical changes to the environment and reasonably foreseeable indirect physical changes are considered:

1. A direct physical change in the environment is a physical change in the environment which is caused by and immediately related to the project.

2. An indirect physical change in the environment is a physical change in the environment which is not immediately related to the project, but which is caused indirectly by the project. If a direct physical change in the environment in turn causes another change in the environment, then the other change is an indirect physical change in the environment.

3. An indirect physical change is to be considered only if that change is a reasonably foreseeable impact which may be caused by the project. A change which is speculative or unlikely to occur is not reasonably foreseeable.4
THE SECRETARY OF THE INTERIOR’S STANDARDS FOR REHABILITATION The relationship of the Secretary of the Interior’s Standards to the CEQA process are discussed under CEQA Guidelines Section 15064.5(b)(3):

Generally, a project that follows the Secretary of the Interior’s Standards for the Treatment of Historic Properties with Guidelines for Preserving, Rehabilitating, Restoring, and Reconstructing Historic Buildings or the Secretary of the Interior’s Standards for 3 State CEQA Guidelines, Section 15064.5(b)(1).
4 State CEQA Guidelines, Section 15064.4(d)(1-3).

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Packet Pg. 1027 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 11 Rehabilitation and Guidelines for Rehabilitating Historic Buildings” (1995), Weeks and Grimmer, shall be considered as mitigated to a level of less than a significant impact on the historical resource.

The Secretary of the Interior’s Standards for the Treatment of Historic Properties (“the Standards”) provide guidance for reviewing proposed projects that may affect historic resources. The Standards and associated guidelines address four distinct historic “treatments,” including: (1) preservation; (2) rehabilitation; (3) restoration; and (4) reconstruction. The specific Standards and guidelines associated with each of these possible treatments are provided on the National Park Service’s website regarding the treatment of historic resources.

The intent of the Standards is to assist the long-term preservation of a property’s significance through the preservation, rehabilitation, and maintenance of historic materials and features.

The Standards pertain to historic buildings of all materials, construction types, sizes, and occupancy and encompass the exterior and interior of the buildings. The Standards also encompass related landscape features and the building’s site and environment, as well as attached, adjacent, or related new construction.

The Standards for Rehabilitation (36 CFR 67) address the most prevalent treatment. “Rehabilitation” is defined as “the process of returning a property to a state of utility, through repair or alteration, which makes possible an efficient contemporary use while preserving those portions and features of the property which are significant to its historic, architectural, and cultural values.” As stated in the definition, the treatment “rehabilitation” assumes that at least some repair or alteration of the historic building will be needed in order to provide for an efficient contemporary use; however, these repairs and alterations must not damage or destroy materials, features or finishes that are important in defining the building’s historic character.

PRESERVATION BRIEF 25: THE PRESERVATION OF HISTORIC SIGNS In addition to the Guidelines for Rehabilitating Historic Buildings, the National Park Service has published Preservation Briefs to provide information on preserving, rehabilitating, and restoring historic buildings and help owners recognize and resolve common problems. The Briefs recommend methods and approaches for rehabilitating historic buildings that are consistent with their historic character.

Preservation Brief 25: The Preservation of Historic Signs makes recommendations for the repair and re-use of historic signs and also addresses the design of appropriate new signs for historic buildings. Preservation Brief 25 encourages businesses to fit their sign programs to the building, and presents the following considerations for the design and construction of new signs for historic buildings:

Signs should be viewed as part of an overall graphics system for the building. They do not have to do all the “work” by themselves. The building’s form, name and outstanding features, both decorative and functional, also support the advertising function of a sign.

Signs should work with the building, rather than against it.

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Packet Pg. 1028 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 12 New signs should respect the size, scale and design of the historic building. Often features or details of the building will suggest a motif for new signs.

Sign placement is important: new signs should not obscure significant features of the historic building. (Signs above a storefront should fit within the historic signboard, for example.)
New signs should also respect neighboring buildings. They should not shadow or overpower adjacent structures.

Sign materials should be compatible with those of the historic building. Materials characteristic of the building’s period and style, used in contemporary designs, can form effective new signs.

New signs should be attached to the building carefully, both to prevent damage to historic fabric, and to ensure the safety of pedestrians. Fittings should penetrate mortar joints rather than brick, for example, and signloads [sic] should be properly calculated and distributed.5
Analysis of Potential Impacts

STANDARDS ANALYSIS
The Project proposes a new, 1,000-square-foot LED digital display/billboard to wrap around the corner of the east and north façades of the former J. C. Penney & Co. department store. The display will be bracketed by architectural trim. The Project will also re-activate the blade sign at the southeast corner of the building. The Project is evaluated below against the Standards for Rehabilitation.

Standard 1: A property will be used as it was historically or be given a new use that requires minimal change to its distinctive materials, features, spaces, and spatial relationships.

The Project does not propose to change the existing use of the former J. C. Penney & Co. department store building. The Project follows Standard 1.

Standard 2: The historic character of a property will be retained and preserved. The removal of distinctive materials or alteration of features, spaces, and spatial relationships that characterize a property will be avoided.

The Project proposes to alter features that characterize the former J. C. Penney & Co. department store building by obscuring them behind a new, 1,000-square-foot LED digital display/billboard that will wrap the northeast corner of the building, above the historic entrance canopy. The LED screen will be approximately 54 feet 10 inches wide by 18 feet 6 inches high and will be framed at each end by architectural trim that will be furthered detailed through the City’s plan check process. The trim conceals structural elements and provides a clean finish at the edges of the LED screen. The bottom of the screen will approximately align with the 5 Michael J. Auer, “The Preservation of Historic Signs,” U. S.

Department of the Interior, National Park Service, October 1991, 11,
https://home.nps.gov/orgs/1739/upload/preservation-brief25-signs.pdf (accessed October 2025).

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Packet Pg. 1029 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 13 junction of the fluted tower with its reeded base and will extend above the flanking parapets to leave exposed the top seven feet of the tower, approximately 27% of its height from its junction with the reeded base. The new digital display will obscure most of the corner tower and its relationship with the flanking fins and blank wall planes. That architectural composition is collectively the primary and most distinctive feature of the J. C. Penney building, designed to catch the eye of passing motorists and pedestrians on Wilshire Boulevard and 3rd Street. The overall composition and its component parts will remain intact behind the LED screen structure, which will be offset from the face of the building, and will be partially visible from certain vantage points at close proximity; however, the added structure will obscure most of the historic composition from general view. As such, it does not follow the recommendation provided by the NPS in Preservation Brief 25 that new signs should not obscure significant features of a historic building and will alter the visual character of the J. C. Penney building at its most prominent point. Therefore, the Project does not fully comply with Standard 2.

Standard 3: Each property will be recognized as a physical record of its time, place, and use.

Changes that create a false sense of historical development, such as adding conjectural features or elements from other historic properties, will not be undertaken.

The Project does not propose to add conjectural features or elements from other historic properties or make any changes that create a false sense of historical development. The Project follows Standard 3.

Standard 4: Changes to a property that have acquired significance in their own right will be retained and preserved.

No previous alterations to the former J. C. Penney & Co. department store building have acquired significance in their own right. The Project follows Standard 4.

Standard 5: Distinctive materials, features, finishes, and construction techniques or examples of craftsmanship that characterize a property will be preserved.

The Project will install a new LED display/billboard that will wrap the northeast corner of the former J. C. Penney & Co. department store building. The new digital display will obscure most of the building’s fluted corner tower and its relationship with the flanking fins and blank wall planes, which collectively form the building’s most distinctive architectural feature. However, the tower, fins, and blank walls will remain intact behind the display, which will be offset from the face of the building, and the Project will not affect the building’s other distinctive features and materials including its rectangular plan, simple two-story massing, and asymmetrical composition; flat roof with parapets; flat, angled metal canopy with curved corners wrapping the north and east façades; bezeled ribbon windows; glazed ceramic tile base, surrounds, and column; terrazzo entrance apron; and the dormant concrete blade sign which will be reactivated with current tenant identification lettering. Therefore, the Project follows Standard 5.

Standard 6: Deteriorated historic features will be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature will match the old in design, color, texture, and, where possible, materials. Replacement of missing features will be substantiated by documentary and physical evidence.

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Packet Pg. 1030 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 14 The former J. C. Penney & Co. department store building has been generally well maintained and appears to be in overall good condition. The Project does not propose to replace deteriorated or missing historic features. Therefore, Standard 6 is not applicable to this Project.

Standard 7: Chemical or physical treatments, if appropriate, will be undertaken using the gentlest means possible. Treatments that cause damage to historic materials will not be used.

The Project does not propose to undertake chemical or physical treatments that cause damage to historic materials. The Project follows Standard 7.

Standard 8: Archeological resources will be protected and preserved in place. If such resources must be disturbed, mitigation measures will be undertaken.

The Project Site is located in an urbanized area and has been previously disturbed for development; moreover, the Project does not propose excavation that might uncover unknown archaeological resources on the site. Therefore, Standard 8 is not applicable to this Project.

Standard 9: New additions, exterior alterations, or related new construction will not destroy historic materials, features, and spatial relationships that characterize the property. The new work shall be differentiated from the old and will be compatible with the historic materials, features, size, scale and proportion, and massing to protect the integrity of the property and its environment.

The Project does not propose new additions or related new construction. The Project proposes exterior alterations to the former J. C. Penney & Co. department store building. The Project will install a new LED display/billboard that will wrap the northeast corner of the building. The new digital display will obscure most of the building’s fluted corner tower and its relationship with the flanking fins and blank wall planes, which collectively form the building’s most distinctive architectural feature, designed to catch the eye of passing motorists and pedestrians on Wilshire Boulevard and 3rd Street. The Project will not destroy historic materials or features; the tower, fins, and blank walls will remain intact behind the display, which will be offset from the face of the building, and will be partially visible from certain vantage points at close proximity.

However, the added structure will obscure most of the historic composition from general view.

As previously noted, it does not follow the guidance provided by the NPS in Preservation Brief 25 which recommends that new signs should not obscure significant features of historic buildings. The proposed new digital display/billboard is thus not compatible with the historic features, size, scale and proportion of the former J. C. Penney building. Therefore, the Project does not fully comply with Standard 9.

Standard 10: New additions and adjacent or related new construction will be undertaken in such a manner that, if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired.

The proposed new LED sign will be supported on a steel subframe. The primary structural loads will be suspended from existing concrete beams below the roof deck. Secondary attachments at the perimeter of the structure will be to the concrete wall and will be minimal and reversible.

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Packet Pg. 1031 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 15 No penetrations or attachments will be made to the fluted tower. Thus, if the structure were to be removed in the future, the essential form and integrity of the former J. C. Penney & Co. department store building would be unimpaired. Therefore, the Project follows Standard 10.

CEQA ANALYSIS
The preceding analysis demonstrates that the Project does not conform with Standards 2 and 9 and therefore does not entirely follow the Secretary of the Interior’s Standards for Rehabilitation. Projects that comply with the Standards benefit from a regulatory presumption that they would have a less than significant effect on a cultural resource under CEQA.6 However, projects that do not comply with the Standards are not automatically presumed to have a significant effect under CEQA. As discussed previously, a significant effect would occur if a project results in a substantial adverse change in the significance of a historical resource.

Substantial adverse change is defined as the physical demolition, destruction, relocation, or alteration of the resource or its immediate surroundings such that the significance of the resource would be materially impaired. The significance of a historical resource is materially impaired when a project demolishes or materially alters in an adverse manner those characteristics that convey its historical significance and justify its inclusion in, or eligibility for inclusion in, the California Register or that account for its inclusion in a local register.7 The Project will install a new LED display/billboard that will wrap the northeast corner of the former J. C. Penney building and will obscure most of the building’s fluted corner tower and its relationship with the flanking fins and blank wall planes, which collectively form the building’s most distinctive architectural feature. However, in order for this alteration to be considered a substantial adverse change, it must be shown that the integrity and/or significance of the J. C.

Penney building would be materially impaired by the proposed alteration. A resource is not materially impaired unless it is altered in an adverse manner to the point that its physical characteristics fail to convey its historical significance.8 The ability of a historical resource to convey its historical significance is based on an analysis of the resource’s historic integrity. Integrity is defined as “the authenticity of a property’s historic identity, evidenced by the survival of physical characteristics that existed during the property’s historic period.”9 The National Park Service identifies seven aspects that, in various combinations, convey a property’s historic integrity. These seven aspects are location, design, setting, materials, workmanship, feeling, and association. The Project is evaluated below against the seven aspects of integrity to determine if it will alter the former J. C. Penney & Co. building in an adverse manner to the point that its physical characteristics fail to convey its historic significance.

The Project does not propose to relocate the J. C. Penney building or alter its physical environment. Therefore, the property will retain integrity of location and setting. As previously discussed, the Project will obscure most of the building’s fluted corner tower and its relationship with the flanking fins and blank wall planes, which collectively form the building’s most distinctive architectural feature, designed to catch the eye of passing motorists and pedestrians on Wilshire Boulevard and 3rd Street. However, the tower, fins, and blank walls will 6 CEQA Guidelines, § 15064.5(b)(3); see also § 15331.
7 CEQA Guidelines, § 15064.5(b)(2).
8 CEQA Guidelines, § 15064.5(b)(1).
9 California PRC, § 5023.1(d).

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Packet Pg. 1032 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 16 remain intact behind the display, which will be offset from the face of the building, and will be partially visible from certain vantage points at close proximity. The Project will not affect the building’s other distinctive features and materials including its rectangular plan, simple twostory massing, and asymmetrical composition; flat roof with parapets; flat, angled metal canopy with curved corners wrapping the north and east façades; bezeled ribbon windows; glazed ceramic tile base, surrounds, and column; terrazzo entrance apron; and concrete blade sign. All will remain intact and fully visible. Therefore, the building will retain integrity of materials and workmanship, and sufficient integrity of design to continue to convey its Late Moderne architectural style. Because the J. C. Penney building will retain integrity of location, setting, materials, and workmanship, and sufficient integrity of design, it will continue to express the aesthetic and historic sense of a post-World War II department store and its direct link to the economic development of Santa Monica’s Central Business District during the late 1940s.

Therefore, it would retain integrity of feeling and association.

According to National Park Service guidance, “to retain historic integrity a property will always possess several, and usually most, of the [seven] aspects” of integrity;10 and that in order to remain eligible for designation historic properties “must not only retain their essential physical features, but the features must be visible enough to convey their significance.”11 After completion of the Project, the former J. C. Penney & Co. department store building will retain integrity of location, setting, materials, workmanship, feeling, and association, and sufficient integrity of design to convey its historic Late Moderne architectural style. Although the Project will obscure some essential physical features, all of the features will remain intact and visible enough that, together with those features unaffected by the Project, they will continue to convey the building’s historic significance and justify its designation as a local Landmark.

Therefore, the Project will not materially impair the J. C. Penney building such that its physical characteristics fail to convey its historic significance and thus will not result in a substantial adverse change in the significance of a historical resource. 10 National Register Bulletin 15: How to Apply the National Register Criteria for Evaluation (Washington, D.C.: U. S.

Department of the Interior, National Park Service, 1990; revised for internet 1995), 44.
11 National Register Bulletin 15, 46.

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Packet Pg. 1033 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 17

7.0 CONCLUSION
The Project proposes to install a new, 1,000-square-foot LED digital display/billboard that will wrap the northeast corner of the former J. C. Penney & Co. department store building located at 1202 3rd Street Promenade in the City of Santa Monica. The building was designated a Santa Monica Landmark in 2008 and is therefore considered a “historical resource” as defined by CEQA for the purpose of this report.

The Landmark and Historic District Ordinance of the City of Santa Monica requires a certificate of appropriateness for any proposed alteration, restoration, construction, removal, relocation, or demolition of or to a Landmark and requires the Landmarks Commission to use the Secretary of the Interior’s Standards for the Treatment of Historic Properties to evaluate any such proposed alteration, restoration, or construction. Therefore, this report evaluates the Project against the Standards for Rehabilitation to identify potential impacts to 1202 3rd Street Promenade.

The fluted corner tower and its component features will be obscured when viewed at a distance from Wilshire Boulevard and Third Street but will remain visible on closer view behind the digital display screen which will be offset from the building’s façades; and the building’s other features will remain fully visible, including its scored plaster walls, ribbon windows, blade sign, canopy, storefronts and display windows. The dormant existing concrete blade sign will be reactivated with current tenant identification lettering. The building will retain integrity of location, setting, materials, workmanship, feeling, and association, and sufficient integrity of design to convey its historic Late Moderne architectural style. Therefore, the Project will not cause a substantial adverse change in the significance of 1202 3rd Street Promenade and will not have a significant effect on the environment as defined by CEQA.

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Packet Pg. 1034 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 18

8.0 REFERENCES
Auer, Michael J. “The Preservation of Historic Signs.”
Washington, D.C.: U. S. Department of the Interior,
National Park Service, October 1991,
https://home.nps.gov/orgs/1739/upload/preservationbrief-25-signs.pdf (accessed October 2025).

City of Santa Monica. “Findings and Determination of the Landmarks Commission of the City of Santa Monica in
the Matter of the Designation of a Landmark:

Designation of a Commercial Structure Located at 1202
3 rd Street Promenade as a City Landmark,” 08-LM-005,
September 8, 2008.

Santa Monica History Museum Photo Archives.

Santa Monica Public Library. Santa Monica Image
Archives.

State of California, Department of Parks and Recreation. “California Office of Historic Preservation Technical
Assistance Series #6: California Register and National
Register: A Comparison.” Sacramento, CA: Office of
Historic Preservation, 2011.

U.S. Department of the Interior. National Register Bulletin 15: How to Apply the National Register Criteria for
Evaluation. Washington D.C.: National Park Service,
1997.

U.S. Department of the Interior. National Register Bulletin 16: How to Complete the National Register Registration
Form. Washington, D.C.: National Park Service, 1997.

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Packet Pg. 1035 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Historic Resources Group 1202 3rd Street Promenade, Santa Monica 19

APPENDIX A

RESUMES OF AUTHORS/CONTRIBUTORS

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Packet Pg. 1036 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street

JOHN LOCASCIO, AIA
Principal Architect
Experience Profile
Years of Experience: 32
California Architect license no: C24223
John LoCascio lives in Altadena, CA and has been with Historic Resources Group since 2011, involved in historic preservation since 2002, and a licensed, practicing architect since 1993.

John’s areas of focus at HRG include historic architecture and technology, building conservation, historic structure reports and federal historic rehabilitation tax credit projects. He provides technical assistance for construction documents; advises on compliance with the Secretary of the Interior’s Standards for Rehabilitation and state regulatory/building code; provides construction monitoring; and prepares paint and materials sampling and analysis services.

John has worked on a wide variety of buildings and structures throughout the United States. He is currently advising on historic tax credit projects in Los Angeles and the San Francisco Bay area and Washington State. In addition, John regularly provides historic architecture consultation for numerous Los Angeles United School District campus modernization projects.

Prior to joining HRG, John served as Executive Director of Claremont Heritage, which included reviewing environmental documents and advising the City of Claremont on planning and design issues. John also worked for 14 years as a project architect in private practice, specializing in custom residential projects.

John LoCascio meets the Secretary of the Interior’s Professional Qualifications Standards in Architecture and Historic Architecture. 556 S Fair Oaks Ave, Suite 101-514
Pasadena, CA 91105
Tel 626-793-2400
historicresourcesgroup.com

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Packet Pg. 1037 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Selected Projects
28th Street YMCA Rehabilitation and Adaptive Reuse, Los Angeles Academy Museum of Motion Pictures Rehabilitation
Angelus Funeral Home Historic Tax Credit Project, Los Angeles Climate Pledge Arena Historic Tax Credit Project, Seattle Chapman University VPO Packing House Rehabilitation, Orange Grand Central Air Terminal Rehabilitation & Adaptive Reuse, Glendale Kennedy High School Comprehensive Modernization, Granada Hills Los Angeles International Airport Preservation Plan and HSRs Taft High School Comprehensive Modernization, Woodland Hills University of Southern California Religious Center Rehabilitation Venice High School Comprehensive Modernization, Los Angeles Education
Master of Historic Preservation, University of Southern California Bachelor of Architecture, University of Southern California Honors and Awards
National Trust for Historic Preservation, Richard H. Driehaus Foundation National Preservation Award
Angelus Funeral Home/Paul Williams Family Apartments, 2022 Los Angeles Conservancy Preservation Awards
Academy Museum of Motion Pictures, 2022
Angelus Funeral Home/Paul Williams Family Apartments, 2021 Grand Central Air Terminal, 2017
CBS Columbia Square, 2016
California Preservation Foundation Preservation Design Awards Sandi Simon Center for Dance, 2023
Angelus Funeral Home/Paul Williams Family Apartments, 2021 CBS Columbia Square, 2017
Grand Central Air Terminal, 2016
City of Pasadena Historic Preservation Award
Constance Hotel, 2015
AIA Institute Honor Award
28th Street YMCA, 2015
Professional Affiliations
American Institute of Architects
556 S Fair Oaks Ave, Suite 101-514
Pasadena, CA 91105
Tel 626-793-2400
historicresourcesgroup.com

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Packet Pg. 1038 Attachment: HRG_Report_1202 3rd St_Dec 2025 (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:50 PM
To: councilmtgitems; Rachel Kwok
Subject: District Ordinance, 301 Arizona Avenue, and 1202 Third Street Promenade (Items 10A, 12B, and 12C)
Attachments: Digital Display Development Agreements Support Dec2025.pdf

EXTERNAL
Good Afternoon,
The attached letter was submitted to Council on December 4th, in support of items 10A, 12B, and 12C, prior to the posting of the agenda items. Being that it was submitted prior to the cut off for written public comment, we kindly request that it be included in the relevant council files.

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Packet Pg. 1039 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street December 4, 2025
Councilmembers
Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401
Re: Digital Display Development Agreements
Santa Monica Promenade
Dear Santa Monica City Councilmembers,
I am writing in support of the proposed large format digital display signs on the Third Street Promenade located at 301 Arizona Avenue and 1202 Third Street Promenade as well as the approval of the Digital Display District Ordinance scheduled for a hearing on December 16, 2025.

These are prominent corners of the Promenade chosen to help highlight the area that has languished over the past decades and to invite others to enter the Promenade from the north. The proposed digital signage program can help re-energize this and other blocks of the Santa Monica Promenade and the downtown business district.

The signage will benefit the City with advertising revenues as well as provide time set aside for City content.

The Promenade is an ideal place for these digital displays, and a very talented firm has been preparing these designs including reviews with interested groups. The signs are in keeping with the vibrant tone and active use that the City should want for this special shopping district and tourist attraction at the heart of downtown Santa Monica.

As a long time citizen that utilizes the businesses on the Promenade we strongly support this approach to digital signage for the Third Street Promenade that enhances a community resource and benefits all downtown businesses.

Thank you,
David Kaplan
2419 Pier Avenue
Santa Monica 90405
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1040 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:44 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays Attachments: PROMENADE DIGITAL DISPLAY.docx

EXTERNAL
Good Afternoon,
This letter was submitted prior to the agenda items being posted for 1202 Third Street and 301 Arizona (Items 12B & 12C). It was submitted prior to the cutoff and we therefore request that it be added to the Council file.

Thanks,
Gaby
Gaby Ghermezi
Associate Development Director
310-890-5773 | [email protected]
Atlanta | Baltimore | Boston | Charlotte | Chicago | Cincinnati Cleveland | Columbus | Dallas | Denver | Detroit | Houston Kansas City | Los Angeles | Miami | Minneapolis | Nashville New York City | Norfolk | Philadelphia | Phoenix | Pittsburgh Raleigh | San Antonio | San Diego | San Francisco Bay Area St. Louis | Tampa | Washington DC | West Palm Beach
---------- Forwarded message ---------
From: Fernando Martin <[email protected]>
Date: Fri, Dec 12, 2025 at 12:42 PM
Subject: Re: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays To: [email protected] <[email protected]>, [email protected] <[email protected]>, [email protected] <[email protected]>, [email protected] <[email protected]>,
[email protected] <[email protected]>, [email protected] <[email protected]>, [email protected] <[email protected]> Cc: [email protected] <[email protected]>
Dear Members of the Santa Monica City Council,
On behalf of Casa Martin, I am writing to express our strong support for the proposed digital display at 301 Arizona Ave (25ENT-0021). As a proud tenant of this iconic location, we are deeply committed Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1041 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 2 to the continued vitality of the Promenade and the long-term economic health of the community it anchors.

Our dynamic office location inspires our employees, as the Promenade reflects our company values of authenticity, ambition, and innovation. Therefore, we believe the proposed digital display will be a creative tool that reenergizes the block, enhances the pedestrian experience, and drives meaningful economic activity, allowing us and neighboring businesses to thrive.

With increased traffic and activity in the area, the digital display reinvigorates the public realm and supports the City’s broader efforts to ensure the Promenade remains a vibrant, safe, and welcoming destination for residents and visitors alike. Additionally, the revenue generated by the display creates a new stream of funding that can be reinvested directly into the district’s ongoing improvements.

We urge you to approve this proposal and help unlock its potential benefits for the entire community. Thank you for your time and thoughtful consideration. Please reach out if additional information is needed.

Sincerely,
Fernando Martin
Co-Owner

CASA MARTIN - AUTHENTIC MEXICAN
casamartinsm.com
1251 THIRD ST PROMENADE
SANTA MONICA, CA 90401
424-268-4756
1654 OCEAN AVE UNIT B & C
SANTA MONICA, CA 90401
310-663-1732
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1042 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street

CASA MARTIN
1251 3RD ST PROMENADE
SANTA MONICA CA 90401
[email protected]
12/12/2025
Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401
Re: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays Dear Members of the Santa Monica City Council,
On behalf of Casa Martin, I am writing to express our strong support for the proposed digital display at 301 Arizona Ave (25ENT-0021). As a proud tenant of this iconic location, we are deeply committed to the continued vitality of the Promenade and the long-term economic health of the community it anchors.

Sincerely,

FERNANDO MARTIN

CO-OWNER
CASA MARTIN – Santa Monica
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1043 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 3 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:43 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: City Council Letter
Attachments: City Council Letter.docx

Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401

Re: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays

Dear Members of the Santa Monica City Council,
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1044 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 4 On behalf of Museum Of Illusions, I am writing to express our strong support for the proposed digital display at 301 Arizona Ave (25ENT-0021). As a proud tenant of this iconic location, we are deeply committed to the continued vitality of the Promenade and the long-term economic health of the community it anchors.

Claudia Franco
General Manager
US: +1 323 304-5891
[email protected]
www.museumofillusions.com

The contents of this email as well as any file attached to it are confidential and intended solely for individuals or entities whom they are addressed to.

Any copying, distribution, modification or disclosure of any part of information contained herein is prohibited. If the recipient of this message is not intended and/or authorized recipient, please notify the sender and permanently remove the message and all attached files from your system without reading. Although we have taken reasonable step to ensure that this email and attachments are free from any virus, the receipt of such we can not exclude.

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1045 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Claudia Franco
1232 Third St Promenade
[email protected]
December 11th, 2025
Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401
Re: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays Dear Members of the Santa Monica City Council,
On behalf of Museum Of Illusions, I am writing to express our strong support for the proposed digital display at 301 Arizona Ave (25ENT-0021). As a proud tenant of this iconic location, we are deeply committed to the continued vitality of the Promenade and the long-term economic health of the community it anchors.

Claudia Franco
General Manager
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1046 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:41 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: 24ENT-0233 Development Agreement at 301 Arizona Avenue/1253 Third Street Promenade and 25ENT-0021 Development Agreement at 1202 Third Street Promenade Attachments: 20251209181929_001.pdf

Dear Members of the Santa Monica City Council,
I am writing to express my support for the proposed large format digital displays on the Third Street Promenade located at 301 Arizona Avenue/1253 Third Street Promenade (24ENT-0233) and 1202 Third Street Promenade (25ENT-0021).

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1047 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 2 These projects present a timely and valuable opportunity to bring renewed energy to the Promenade, especially the 1200 block, which is uniquely suited for this type of activation. The proposed displays will add vibrancy and visual interest while providing a dynamic platform for public art, cultural programming, and community-driven content that reflects Santa Monica’s creative identity.

Importantly, these projects have been thoughtfully designed to integrate seamlessly into the urban environment and to generate meaningful, ongoing revenue for the City. This new funding stream can support essential City services and programs, making the displays not only an aesthetic improvement but a significant public benefit. They also take a huge initiative to feature and support nonprofit arts programs and I am one of those 501c3 mission driven theaters! It would be incredible to have more eyes on our nonprofit arts programs that Santa Monica has to offer.

Given that the Promenade is currently underutilized and in need of revitalization, these displays have the potential to attract foot traffic, enhance engagement, and contribute to placemaking efforts that will strengthen the Promenade’s role as a cultural, social, and commercial destination. By combining artistic expression, technological innovation, and economic value, the proposed signs align fully with the City’s goals for revitalization.

Thank you for your time and consideration. Please feel free to contact me if additional information would be helpful.

Sincerely,
Nicole Blaine
Founder, CEO
(Attached copy with signature)
·Nicole Blaine·
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Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1048 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1049 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 3 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:41 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: 24ENT-0233 Development Agreement at 301 Arizona Avenue/1253 Third Street Promenade and 25ENT-0021 Development Agreement at 1202 Third Street Promenade Attachments: Support Letter Digital Billboard.pdf

Dear Santa Monica City Council Members,
Please see attached letter in support of the proposed digital displays.

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1050 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 4 Best,
Sheyda Semnani| In House Counsel

THE NOW
Office Tel: (855) 300-2708 ext. 114
Direct: (310) 208-9929
9815 National Blvd.

Los Angeles, CA 90034
[email protected]
https://www.thenow.la/

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1051 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street

VIA E-MAIL
Santa Monica City Council
1685 Main Street, Room 102
Santa Monica, CA 90401
Re: 24ENT-0233 Development Agreement at 301 Arizona Avenue/1253 Third Street Promenade and 25ENT-0021 Development Agreement at 1202 Third Street Promenade
Dear Members of the Santa Monica City Council,
On behalf of The Now, I am writing to express my support for the proposed large format digital displays on the Third Street Promenade located at 301 Arizona Avenue/1253 Third Street Promenade (24ENT-0233) and 1202 Third Street Promenade (25ENT-0021).

Thank you for your time and consideration. Please feel free to contact me if additional information would be helpful.

Sincerely,
Jeff Appel, CEO
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1052 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Mario Fonda-Bonardi <[email protected]>
Sent: Tuesday, December 16, 2025 10:00 AM
To: councilmtgitems
Cc: kaitlin; Nina Fresco; Ruthann Lehrer
Subject: 12/16/25 Agenda Items 12 B-E Displays on Landmarked Promenade Buildings

EXTERNAL
DATE: December 16, 2025
RE: Item 12 B-E Digital Displays on the Promenade
The Santa Monica Conservancy supports the City’s initiatives addressing our needs for economic recovery and reinvigorating the Promenade and Santa Monica Place as an entertainment zone.

Our comments concern the role of the City’s Landmarks Commission, as there are a number of designated landmarks located in the project area. The implementing resolution proposes that the required Certificate of Appropriateness be reviewed and issued by staff, rather than the normal process, with the Landmarks Commission assessing whether the design proposal meets the Secretary of the Interior’s Standards for the Rehabilitation of Historic Buildings.

While we understand that reversibility will be required of these projects, that is just one of the conditions for approval. The Landmarks Commission has an important role to play in ensuring that our landmarks continue to convey their historic significance as they evolve to meet current needs. It’s the responsibility of the Landmarks Commission to consider how the digital signage may affect the historically defining architectural features of the façade as articulated in the Standards, and the public experience of that historic building.

The Commissioners have the expertise to assess all the factors that enter into the design of particular digital signs in relationship to the significant features of specific landmarks, and their approval through the usual Certificate of Appropriateness process should continue, with the support of the Planning Commission.

Please require, in the final Ordinance, that the Landmark's Commission approval be required for these displays on landmarked buildings in the Promenade.

Thank you,
Mario Fonda-Bonardi
President of the Board
Santa Monica Conservancy
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1053 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Kristen de Guzman <[email protected]> Sent: Tuesday, December 16, 2025 9:58 AM
To: councilmtgitems; Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Subject: 25ENT-0021 Development Agreement at 1202 Third Street Promenade Attachments: Santa Monica Support Letter.pdf

EXTERNAL
Hi Santa Monica Councilmembers,
As a Santa Monica resident, I would like to express my support of the large format displays throughout the city.

Attached is my official letter of support. Thank you for all that you do to make Santa Monica the best city! Gratefully,
---

KRISTEN DE GUZMAN

BOARD MEMBER
[email protected] | CP: 702.443.1769
legacyyouthleadership.org | follow us: @legacyyouthleadership 5482 Wilshire Blvd, PMB 1904, Los Angeles, California 90036 Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1054 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Kristen de Guzman
1033 3rd St
Santa Monica, CA 90403
[email protected]
December 16, 2025
Santa Monica City Council
1685 Main Street, Room 102
Santa Monica, CA 90401
Re: 24ENT-0233 Development Agreement at 301 Arizona Avenue/1253 Third Street Promenade and 25ENT-0021 Development Agreement at 1202 Third Street Promenade Dear Members of the Santa Monica City Council,
I am writing to express my support for the proposed large format digital displays on the Third Street Promenade located at 301 Arizona Avenue/1253 Third Street Promenade (24ENT-0233) and 1202 Third Street Promenade (25ENT-0021).

These projects present a timely and valuable opportunity to bring renewed energy to the Promenade, especially the 1200 block, which is uniquely suited for this type of activation. The proposed displays will add vibrancy and visual interest while providing a dynamic platform for public art, cultural programming, and community-driven content that reflects Santa Monica’s creative identity. In addition, these displays will serve as a vital resource for nonprofit organizations and the arts community by offering increased visibility, expanded reach, and ongoing support through featured public benefit content.

Thank you for your time and consideration. Please feel free to contact me if additional information would be helpful.

Sincerely,
Kristen de Guzman
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1055 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Bradley Ewing <[email protected]>
Sent: Tuesday, December 16, 2025 11:44 AM
To: Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: councilmtgitems; Armine Chaparyan; Rachel Kwok; Santa Monica Forward; Carl Hansen Subject: Support for Items 10.A, 12.B, and 12.C
Follow Up Flag: Follow up
Flag Status: Completed

EXTERNAL
Dear Mayor Torosis and Council,
We support city staff's recommendation to adopt the proposed ordinance to establish a digital display district. Our support is based on the following factors:

1. Economic Recovery
The displays present an opportunity to revitalize 3rd St Promenade and support its economic recovery.

The displays can help draw new foot traffic and contribute to the perception that the Promenade has turned the corner.

2. Revenue Generation
The displays will create a durable, long-term revenue stream for the city. These revenues will be instrumental in helping the city balance the budget and support the Revitalization Plan.

3. Community Benefits
As proposed, 20% of the total content time has been set aside for non-commercial content. The displays will provide space for civic messaging, emergency alerts, art and can advertise local businesses.

Council may also wish to consider providing reduced rates to local businesses to spur their growth, and ensure that precautions are taken to limit light pollution and distracted driving around the signs.

We urge you to move the ordinance forward, thank you for reading.

Sincerely,
Brad Ewing and Carl Hansen
SMF Co-Chairs
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1056 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Tyrone Nance <[email protected]>
Sent: Monday, December 15, 2025 5:56 PM
To: councilmtgitems; Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: Rachel Kwok
Subject: 25ENT-0021 Development Agreement at 1202 Third Street Promenade Attachments: 25ENT-0021_Development_Agreement_at_1202_Third_Street_Promenade.pdf

EXTERNAL
Hi Councilmembers,
My name is Tyrone Nance, Founder & CEO of It’s Bigger Than Us (IBTU) — and a proud Angeleno committed to strengthening our communities across Los Angeles.

I’m writing to submit the attached letter of support regarding the proposed development agreement at 1202 Third Street Promenade (25ENT-0021). As reflected in the letter, I believe this project presents a meaningful opportunity to bring renewed vitality, inclusive economic activity, and community-serving impact to the Promenade.

Thank you in advance for your time and thoughtful consideration.

Please feel free to reach out if any additional information would be helpful.

Warmly,
Tyrone
--
Tyrone Nance | He/His/Him | Founder and Chief Executive Officer It's Bigger Than Us, Los Angeles, CA
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Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1057 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street It’s Bigger Than Us
3650 W Martin Luther King Jr Blvd, Suite 224, Los Angeles, CA 90008 (323) 304-9011 • itsbiggerthanusla.org • EIN: 85-3136505 Web/IG: itsbiggerthanusla.org | @itsbiggerthanusla
Santa Monica City Council
1685 Main Street, Room 102
Santa Monica, CA 90401
Re: 24ENT-0233 Development Agreement at 301 Arizona Avenue/1253 Third Street Promenade and 25ENT-0021 Development Agreement at 1202 Third Street Promenade
Dear Members of the Santa Monica City Council,
I am writing to express my support for the proposed large format digital displays on the Third Street Promenade located at 301 Arizona Avenue/1253 Third Street Promenade (24ENT-0233) and 1202 Third Street Promenade (25ENT-0021).

These projects present a timely and valuable opportunity to bring renewed energy to the Promenade, especially the 1200 block, which is uniquely suited for this type of activation.

The proposed displays will add vibrancy and visual interest while providing a dynamic A platform for public art, cultural programming, and community-driven content that reflects Santa Monica’s creative identity.

Thank you for your time and consideration.

Please feel free to contact me if additional
Information would be helpful.

Tyrone Nance | He/His/Him | Founder and Chief Executive Officer of It’s Bigger Than Us Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1058 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Richard Orton <[email protected]>
Sent: Monday, December 15, 2025 10:28 PM
To: Richard Orton; councilmtgitems
Cc: Caroline Torosis; Dan Hall; Ellis Raskin; Barry Snell; Natalya Zernitskaya; Jesse Zwick Subject: Agenda items 10.A, 12.B and 12.C | Digital Signs

EXTERNAL
Dear Santa Monica City Council,
I think the proposed digital signs on the 3rd St Promenade are a good idea.  They bring an excitement to the entertainment/shopping district  They bring much needed revenue to the city
 They will provide a percentage of community information  They will offer reduced rates to local businesses for unsold space.

However, if you approve this, please incorporate my 2 concerns in the rules:
 Never be a sound component
 Never have obnoxious light entering homes of downtown district dwellers (maybe an 11pm curfew). Nobody wants to live next door to the Griswald's Christmas lights.

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1059 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 2 Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1060 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 3 Thanks,
Richard Orton
Ocean Park
[email protected]
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1061 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Clay Collett <[email protected]>
Sent: Monday, December 15, 2025 3:41 PM
To: Caroline Torosis; Lana Negrete; Jesse Zwick; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: Gaby Ghermezi; councilmtgitems; Oliver Chi; Jing Yeo; Roxanne Tanemori; Rachel Kwok Subject: Support for Digital Display Ordinance and DAs - Items Attachments: OBM Support Letter - Council - 2025.12.15.pdf

EXTERNAL
Dear Mayor Torosis and Councilmembers,
Please see attached letter of support for the digital display ordinance and development agreement proposals at 1202 Third Street and 301 Arizona on tomorrow night’s council agenda, under items 10A, 12B and 12C, respectively.

We are eager to partner with Daniel Negari and the City on these projects, which will deliver vibrancy, public art, and city content to the Promenade, as well as revenue to the City. We look forward to your deliberation tomorrow, and if you have any questions, please do not hesitate to reach out.

Thank you all.

12.B.f
Packet Pg. 1062 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street December 15, 2025

VIA E-MAIL
Santa Monica City Council
Re: Proposed Digital Displays/Signs at 301 Arizona Avenue and 1202 Third Street Promenade (24ENT-0233 and 25ENT-0021)
Agenda Items 10-A, 12-B and 12-C – Support
Dear Mayor Torosis and Councilmembers:

We are writing in full support of the digital display district ordinance being brought forward by staff under Item 10-A, as well as the two development agreement proposals for signage at 1202 3rd Street and 301 Arizona, which are covered by Items 12-B and 12-C, respectively. As the media company partnering with the property owner, UNITED XYZ, LLC/Daniel Negari, on the proposed digital signs, we believe that our signage proposals will be a compelling addition to the Promenade.

We at Orange Barrel Media (OBM) are a leading national media company with substantial experience designing, operating and maintaining signs of this type in many cities throughout the nation.

OBM’s portfolio includes unique displays in top urban markets across the nation, including New York, Los Angeles, Atlanta, Houston, Miami and West Hollywood. We work closely with property owners and local municipalities to permit and develop advertising properties that the public finds fun, attractive and exciting. In each city, we deliver high-end, high-value projects like the ones before you on December 16, and we have experience across the country working with cities in developing sign programs that offer unique designs, content and community benefit.

The sign district ordinance prepared by staff reflects a thoughtful approach that we believe will support a vibrant sign district on the Promenade, with reasonable safeguards that will prevent over proliferation of signs or lighting impacts to residents. Staff’s approach draws from best practices developed in nearby cities, including nearby West Hollywood, to deliver a signage program that has clear standards of operation, lighting, siting and content. We think the ordinance will achieve the City Council’s goal of introducing vibrant, revenue-generating signage in a careful way. We applaud city staff for their hard work.

We also respectfully request that the City Council authorize the two development agreements for signs at 1202 3rd Street and 301 Arizona (Items 12-B and 12-C), which we are bringing forward with our partner Daniel Negari/XYZ, who owns both properties. Daniel and XYZ are significant stakeholders on the Promenade and have a clear vision of investing in their properties and revitalizing the Promenade. We’re excited to partner with both XYZ and the City in helping support this goal through innovative signage.

Our signs will display a mix of commercial advertising, public art and City content. The City will also participate in the revenues generated by the sale of advertising. Taken together, the signs will enhance and enliven the economic environment of the Promenade and generate substantial general fund revenue to the City on an expedient basis. This revenue share with the City includes $1 million per OBM
9165 Sunset Blvd.

West Hollywood, CA 90069
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1063 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street sign guaranteed during the first of operation, and ongoing revenue sharing thereafter each year of the development agreement.

Each of our two signs has been uniquely designed to be in conversation with its respective building. To make sure the projects fit with context, over the last year we’ve engaged in discussions with preservation architect Robert Chattel, the Santa Monica Conservancy, city urban design staff, tenants at both properties and on the Promenade generally, and we held a public community meeting to review the sign designs and our proposed operational program. Over this period, we’ve had the opportunity to refine our designs, and we believe that the proposals before you capture the vibrant spirit of Santa Monica and the Promenade.

Again, we ask that the City Council authorize the digital display district ordinance and the development agreements for these two properties. Thank you for your time and consideration. We look forward to discussion at the hearing.

Best regards,

Clay Collett
Vice President, West Coast Development
Orange Barrel Media, LLC

cc: Oliver Chi
Jing Yeo
Roxanne Tanemori
Rachel Kwok
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1064 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 3 David Yakobson
From: Daniel Negari <[email protected]>
Sent: Monday, December 15, 2025 3:14 PM
To: councilmtgitems; Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: Rachel Kwok
Subject: 301 Arizona and 1202 Third Street Promenade Digital Displays (Items 12-B and 12-C) and Digital Display Ordinance (Item 10-A) – Applicant Letter Attachments: from UNITED XYZ 2025.12.15.pdf

EXTERNAL
Please see my attached letter.

Looking forward to seeing our community shine bright into the future.

Daniel
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1065 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street

UNITED XYZ, LLC
2800 Olympic Boulevard, #1
Santa Monica, CA 90404
December 15, 2025

VIA EMAIL
Santa Monica City Council
Re: Proposed Digital Displays/Signs at 301 Arizona Avenue and 1202 Third Street Promenade (24ENT-0233 and 25ENT-0021)
Agenda Items 10-A, 12-B and 12-C – Support
Dear Mayor Torosis and Councilmembers:

My name is Daniel Negari, I am the founder and CEO of XYZ. I was born in Santa Monica and have been in the area for most of my life. Over the past several years, I’ve invested more than $100 million into revitalizing Downtown Santa Monica and the Third Street Promenade - a place I deeply care about and believe in. I’m proud to now be the largest property owner on the Promenade, with even more long-term investment planned.

As the owner of the properties located at 301 Arizona (northeast corner of Third Street Promenade and Arizona) and 1202 Third Street Promenade (southwest corner of Third Street Promenade and Wilshire), and the applicant for the digital displays proposed at these properties, I respectfully urge you to authorize the Digital Display District Ordinance and the development agreements for the proposed digital displays as recommended by City Staff and the Planning Commission.

As we all know, the Promenade - especially the 1200 block - is in urgent need of reinvention. The Council’s recent creation of the Entertainment Zone was a critical step forward. These digital displays are the next. They will generate much needed revenue the City in year one, with a long-term revenue platform to support public safety, enhance the Entertainment Zone, provide vital resources to DTSM, and improve City services.

Through another property owner that has digital displays on his property in West Hollywood, I was fortunate to connect with Orange Barrel Media (OBM) and learn about their custom digital displays. OBM creates value for property owners, municipalities, and the general public by designing and operating iconic out of home media displays that add to the quality and character of urban places. They pride themselves on incorporating ongoing advances in design and technology of these displays; and they continually generate a diverse and captivating programming mix of commercial messages, public art, and community content. I was particularly impressed with OBM’s focus on architecturally distinctive signs and prior experience with designing and installing digital displays on historic buildings. As an owner of over 10 landmarks in the city, this is one of the most important points for me as a preservation minded steward of these assets.

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1066 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Santa Monica City Council
December 15, 2025

Page 2 ends

After learning more about the revenue generation potential of these signs and OBM’s public art program, I reviewed my real estate portfolio with OBM and we identified 301 Arizona (Foot Locker building) and 1202 Third Street Promenade (John Reed Fitness building, a City-designated landmark) as the top two locations for the digital displays.

OBM has embraced the opportunity to work in this marketplace and has designed creative entablature to frame these two digital displays. On the historic 1202 Third Street site, OBM’s design team has collaborated with preservation architect Robert Chattel. In addition to the digital display, the project includes activating the existing blank blade sign for the tenant John Reed Fitness and will also design and install a historic interpretative exhibit to be located at the ground level. And, on the 301 Arizona site, OBM intentionally designed and positioned the sign to avoid impacts on residential tenants living across Arizona Avenue.

For each sign, we are proposing revenue sharing with the City, starting with a minimum of $1,000,000 in year 1 of operations ($500,000 “go live” bonus and $500,000 minimum annual guarantee to the City). That means the City will receive at least $2,000,000 in the first year both signs are installed (assuming they are installed in the same year), and ongoing revenue sharing to the City thereafter.

The displays will also include other community benefits such as incorporation of public art, community announcements, and public service announcements and alerts that will be interspersed throughout the commercial advertisement loop.

I realize that the concept of off-premises advertising on private property, particularly in the digital format, is a new concept to Santa Monica. Our development agreements propose creative, captivating, thoughtful, rewarding and proven approaches to this opportunity.

We filed these development agreement applications for the digital displays in November 2024 (301 Arizona) and January 2025 (1202 Third Street Promenade) and seek your recommendation of approval to the City Council. Timely action is critical, as we’ve already missed the window to be live in time for the 2026 World Cup and further delays could cause us to miss alignment with major upcoming events such as the 2027 Super Bowl and 2028 Olympics – opportunities that will not return anytime soon.

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1067 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Santa Monica City Council
December 15, 2025

Page 3 ends

I hope the City Council will agree that the time is ripe for the City to move forward with expeditiously approving these two development agreements.

Sincerely,
Daniel Negari
Property Owner and Founder & CEO

UNITED XYZ, LLC
cc: Oliver Chi
Jing Yeo
Roxanne Tanemori
Rachel Kwok
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1068 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Phyllis Hamilton <[email protected]>
Sent: Monday, December 15, 2025 11:47 AM
To: councilmtgitems; Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: Rachel Kwok
Subject: Digital Sign Display - 1202 Third Street Promenade (25ENT-0021) Attachments: John Reed SaMo - Digital Sign Display Support 12.15.25.pdf

EXTERNAL
Hello,
Please see attached support for the revised digital display proposed for the exterior of our space. If you have any questions or if I may be of help, please feel free to reach out.

Thank you!

PHYLLIS HAMILTON

REAL ESTATE MANAGER
5420 LYNDON B JOHNSON FREEWAY
SUITE 300, DALLAS, TX 75240
C: 972-824-5180
Email: [email protected]
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1069 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Phyllis Hamilton <[email protected]>
Sent: Monday, December 15, 2025 11:47 AM
To: councilmtgitems; Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: Rachel Kwok
Subject: Digital Sign Display - 1202 Third Street Promenade (25ENT-0021) Attachments: John Reed SaMo - Digital Sign Display Support 12.15.25.pdf

EXTERNAL
Hello,
Please see attached support for the revised digital display proposed for the exterior of our space. If you have any questions or if I may be of help, please feel free to reach out.

Thank you!

PHYLLIS HAMILTON

REAL ESTATE MANAGER
5420 LYNDON B JOHNSON FREEWAY
SUITE 300, DALLAS, TX 75240
C: 972-824-5180
Email: [email protected]
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1070 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street RSG Group | John Reed Fitness
5240 LBJ Frwy., Suite 300
Dallas TX 75240
December 15, 2025
Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401
Re: Digital Display Development Agreements
Dear Members of the Santa Monica City Council,
On behalf of John Reed Fitness, I am writing to express our strong support for the proposed digital display at 1202 Third Street Promenade (25ENT-0021). As a tenant in this iconic building, we are deeply invested in the ongoing vitality of the 1200 block and the long-term success of our business within it.

The proposed digital display will not only enhance the energy and appeal of the area, it will also provide a canvas for us to promote our business. Like many businesses in the area, we face the challenge of maintaining foot traffic and visibility in a changing retail landscape, and signage is a useful tool to attract customers. This project offers a creative, impactful way to address that challenge.

By bringing in interest and engagement to the block, the digital display will not only help attract new customers to our gym, but the increased traffic will help other nearby businesses as well. Moreover, the signs will generate revenue for the City which can be reinvested back into the Promenade.

Thank you for your time and consideration. Please don’t hesitate to reach out if additional information is needed.

Sincerely,
Phyllis Hamilton
Real Estate Manager
John Reed Fitness – Santa Monica
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1071 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street 1 David Yakobson
From: Judy Abdo <[email protected]>
Sent: Saturday, December 13, 2025 3:35 PM
To: Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell; councilmtgitems; Armine Chaparyan; Rachel Kwok; Oliver Chi Subject: Items 10.A, 12.B, and 12.C
Follow Up Flag: Follow up
Flag Status: Completed

EXTERNAL
Councilmembers,
I’m writing to express my support for the new sign ordinance and proposed digital displays at 301 Arizona and 1202 Wilshire, and to encourage you to move forward with Staff’s recommendations for adoption.

As a former Councilmember and Mayor, I appreciate the value the displays will bring to the community economically and culturally. The displays will create a meaningful and long-term revenue stream for the City, offer a platform to spotlight community programs, and serve as a virtual digital gallery for local artists. Altogether, they will add energy and creativity to the area, and help boost our ongoing economic recovery efforts.

Thank you,
Judy Abdo
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.f
Packet Pg. 1072 Attachment: Written Comments [Revision 1] (7400 : Introduction and First Reading of an Ordinance to Approve the 1202 Third Street Item 12-B
1202 3rd St Digital Display
Development Agreement
City Council
December 16, 2025
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.g
Packet Pg. 1073 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Agenda
• Development Agreement, 25ENT-0021
 1202 3rd Street Promenade – 1 full motion digital display  Applicant: United XYZ
Introduce first reading of an Ordinance for Development Agreement 25ENT-0021 for a Digital Display at 1202 3rd Street Promenade
Additional edits since publication of Council Staff Report are proposed and indicated in Green of this presentation
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

12.B.g
Packet Pg. 1074 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Background Information
• Digital Display District Ordinance
 Permits digital displays with off-premise content at specified locations, subject to a Development Agreement
 Ensures that all digital display operators and building owners are treated fairly and equally
• City has received 4 DA Applications for Digital Signage  24ENT-0024, Santa Monica Place - 4 digital displays
 24ENT-0233, 301 Arizona Ave – 1 digital display
 25ENT-0021, 1202 3rd Street Promenade – 1 digital display  25ENT-0086, 1310 3rd St Promenade – 1 digital display Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1075 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Background Information
• Staff has drafted a development agreement based on a template intended to apply universally to all DA applicants
 Ensures all applicants and building owners treated equally and fairly  Provides for full analysis of environmental impact in accordance with CEQA
• Each DA is modified with minor deviations to account for unique circumstances of specific site
• All DA’s for digital displays must comply with the Digital Display District Ordinance and will become effective upon effective date of Ordinance Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1076 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Council Consideration
Council should consider the following in its review/approval of the project

1. Consider how well the project and negotiated community benefits advances with the City’s vision of Downtown as a thriving economic and cultural center, consistent with the LUCE and DCP

2. The degree to which the project features and negotiated community benefits drives economic recovery and revitalization of the Third Street Promenade and the Downtown district as a whole

3. Whether the project design concept is appropriate to the existing building and surrounding context

4. Whether the proposed display provides innovation with civic responsibility

5. Whether the project and its community benefits supports the City’s public objectives for increasing economic investment, City revenue generation, cultural enrichment opportunities, and activation of public spaces to support community services and needs in Santa Monica
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1077 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Existing Project Site – 1202 3rd St Promenade
Address 1202 3rd Street Promenade
Corner Southwest corner of
Promenade/Wilshire
Parcel Size 14,990 sf
Zoning Bayside Commercial
Existing Use 44,949 sf four story
Landmark commercial
building
Building
Design
Late Streamline Moderne
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1078 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Existing Project Site – 1202 3rd St Promenade
One of the permitted
corner locations in the
draft District Ordinance
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1079 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Project Description – 1202 3rd St Promenade
Display Attributes
Size 1,000 sf
Type Building mount, full
motion
Dimensions 49’2” (w) x 18’6” (h)
Projections 5 ft into 3rd St ROW
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1080 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Project Description – 1202 3rd St Promenade
Reactivation of Historic Blade Sign
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1081 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Development Agreement
30-Year Term
• With option for two 10-year extensions
• Major modifications to the digital display subject to DA amendment (e.g., modifications not consistent with Ordinance)
• Must have building permit issuance for digital display within 2 years after effective date of DA (outside permit issuance date)  May be extended for 12 months with CDD director approval Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1082 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Advertising Content Standards
• Obscene Matter or Harmful Matter as those terms are defined by the California Penal Code Sections 311 or 313.
• False, misleading or deceptive material. Material that infringes on any copyright, trade or service mark, title, or slogan.
• Illegal activity and hate speech. Material that promotes or encourages unlawful or illegal behavior or activities under local, state, or federal laws. • Profanity and violence.
• Effects likely to cause driver distraction,
• Material that conflicts with any applicable federal, state, or local law, statute, or ordinance, including but not limited to laws and regulations regarding advertising of tobacco, alcohol, and cannabis products.
• Political advertisements designed to promote views of particular political groups or influence opinions of others on public policy issues.
• Predatory lending services, predatory solicitation, and/or displays false, misleading or deceptive content.

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1083 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Financial Community Benefits per DA
• Must include financial community benefits consisting of:
 One-time contribution $500,000 to be paid upon display completion (escalates 3% annually if not paid by June 30, 2027)  Annual community benefit payment equal to greater of:
 20% annual gross revenues from advertising
 Minimum Annual Guarantee (MAG) of $500,000, with 3%
escalation annually starting on June 30, 2027. Additionally, a saturation discount rate of MAG starts when 10th Display receives its permit and by an additional 3% for every display thereafter
 City has right to audit twice a year
$
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1084 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Building Occupancy
• Minimum Building Occupancy thresholds start at the commencement date of the digital display (i.e. when the sign receives its final inspection):
 50% of the rentable floor area within the existing building  The entire ground floor of existing building
• If the occupancy thresholds are not met:
 For more than 12 months, MAG increased by 25% on (noncompounded) pro-rata daily basis  Within 4 years, City has right to shut off display
 Within 5 years, City can terminate DA
• Exceptions if building is undergoing major repair, remodeling, or reconstruction
• Must notify City of vacancies quarterly & define “occupied” to mean physically occupied (not vacant) and open for business Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1085 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading City and Art Content
• Each Digital Display must allocate 20% of total annual operating time to City and Art Content (12 minutes per hour)
• City can combine allocation into blocks to create coordinated display times for special events
• Content will be curated through City administered program • Digital displays could expand community access to public art and strengthen the creative economy
Allocated community content (e.g. civic news, PSA, emergency notifications, cultural arts)
 Dynamic media allowing rotation of local highlights,
cultural event promotions, and seasonal showcases
 Visually activate Promenade storefronts
 Create an evolving outdoor public art museum
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1086 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Key Considerations
Historic – 1202 3rd St Promenade • Digital display at 1202 3rd Street Promenade would wrap around
bottom of the fluted tower of the
Landmark building
• In collaboration with historic
preservation consultant, display
has been carefully designed to
ensure upper portion of tower
remains visible
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1087 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Historic Findings – City Manager Certification
Historic – 1202 3rd St Promenade
• The Digital Display is installed in a
manner that is reversible as defined by
the Secretary of the Interior Standards
for the Treatment of Historic Properties
• The Digital Display will not materially
alter the Existing Building such that its
significance would be materially
impaired; and
• All physical characteristics that convey
the Existing Building’s significance will
remain intact behind the Digital Display
screen
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1088 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Amendments to DA - Findings

4. The Development Agreement will not be detrimental to the health, safety and general welfare of City residents, based on factors including but not limited to such factors as distracted driving, pedestrian and driver safety, light and glare, or aesthetics. The Development Agreement includes multiple safeguards to protect public health and safety.

Illumination levels, transition speeds, and display operations are regulated to minimize glare, driver distraction, and light spillover onto nearby residences. The display incorporates automatic dimming technology and is required to power off between 1:00 a.m. and sunrise. The Digital Display will not show flashing or scrolling text and other visual effects that could compromise driver safety. Collectively, these measures ensure the display operates safely and responsibly without detrimental impacts to the public or surrounding community.

6. The Development Agreement will have a positive fiscal impact on the City. Through a negotiated revenuesharing structure and minimum annual guarantee, the Development Agreement will provide an ongoing source of funding to support City programs, services, and public art initiatives. The Development Agreement will also include a one-time payment contribution to the City upon completion of the Digital Display. In addition, by activating a key intersection of the Promenade and attracting visitors, the DA will contribute to increased economic activity, benefiting nearby businesses and generating additional tax revenues for the City. These benefits would not otherwise accrue to the public in the absence of the installation of the Digital Display.

Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1089 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Recommendations

1. Adopt findings of categorical exemptions pursuant to Section 15301, 15303, Section 15311, Section 15331, and Section 15332 of the California Environmental Quality Act (CEQA) Guidelines; and

2. Introduce for first reading an ordinance to approve Development Agreement 25ENT-0021 for a Digital Display at 1202 3rd Street Promenade
• With amendments as stated by Staff
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1090 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading Recommended Action
Questions?
Thank you!
Item 12-B
December 16, 2025
Item 12-B
December 16, 2025

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Packet Pg. 1091 Attachment: PowerPoint Presentation [Revision 1] (7400 : Introduction and First Reading City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 12.C
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To: Mayor and City Council
From: Jing Yeo, Director, City Planning
Subject: Introduction and First Reading of an Ordinance to Approve a Development Agreement for a Digital Display Located at 301 Arizona Avenue/1253 Third Street Promenade
Recommended Action
Staff recommends that the City Council:
1) Adopt findings of categorical exemptions pursuant to Section 15301, 15303, Section 15311, and Section 15332 of the California Environmental Quality Act (CEQA) Guidelines; and
2) Introduce for first reading an ordinance to approve Development Agreement 24ENT-0233 for a Digital Display at 301 Arizona Avenue/1253 3rd Street Promenade.

Summary
Signage in the City of Santa Monica (“City”) is currently regulated under Chapter 9.61 of the Santa Monica Municipal Code. The Sign Code currently prohibits free-standing signs such as billboards and also prohibits off-premise signage. In recent years, the City’s signage regulations have been amended to accommodate advances in advertising technology, to allow for flexibility and creativity in on-premise signage on the Third Street Promenade and the Santa Monica Place shopping center, and to support revenue opportunities for wayfinding signs in the public right-of-way, subject to a license agreement with the City.

The Applicant, United XYZ, submitted Development Agreement (“DA”) application 24ENT-0233 on November 21, 2024, for installation and operation of a new full motion, digital display at 301 Arizona Avenue/1253 3rd Street Promenade (“the project”), located

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at the northeast corner of Arizona Avenue and Third Street Promenade. Since the City’s Municipal Code does not permit such large format, digital billboards that display offpremise advertising, a development agreement application was submitted for the installation of this Digital Display.

On June 10, 2025, City Council directed staff to proceed with establishing a new digital signage district for the Third Street Promenade and Santa Monica Place shopping center. Additionally, Council authorized City staff to initiate development agreement negotiations with the applicant of the new digital displays located at 301 Arizona Avenue and 1202 Third Street Promenade. The new digital signage district will be implemented through an ordinance (the “Digital Display District Ordinance”) that contemplates the installation of signs at strategically placed locations within the district boundaries to (1) create a visually stimulating and informative experience; (2) promote the City, and the arts, and attract visitors and patrons to the City’s Downtown; (3) complement the City’s Entertainment District; as well as (4) generate a new source of revenue for the City.

The Digital Display District Ordinance, which is posted on the City’s Planning website, and was discussed by the Planning Commission on October 29, 2025, requires that digital displays be approved by development agreement consistent with the ordinance’s provisions, so that all participating digital billboard operators and building owners are treated fairly and equitably, and to ensure that the full build-out scenario of all the digital displays allowed within the district can be analyzed for environmental impacts in accordance with state law.

To this end, staff has drafted a DA for the project based on a template that is intended to apply universally to all development agreement applicants, with some minor anticipated deviations due to the unique circumstances of certain individual locations, to (1) eliminate uncertainty in planning for the digital displays and facilitate the orderly development of the digital displays in accordance with the Digital Display District Ordinance, (2) preserve substantial City discretion in reviewing the design of digital displays, (3) secure improvements that benefit the public, (4) ensure the provision of community benefits as envisioned in the City’s Land Use and Circulation Element (LUCE), the Downtown Community Plan (DCP), and the Digital Display District

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Ordinance, and (5) otherwise achieve the goals and purposes for which the Development Agreement statutes were enacted.

Key Issues for Consideration
The City Council should consider the following key issues in their decision to approve the DA:
• Consider how well the project and negotiated community benefits advances with the City’s vision of Downtown as a thriving economic and cultural center, consistent with the City’s Land Use and Circulation Element and Downtown Community Plan;
• The degree to which the project features and negotiated community benefits drives economic recovery and revitalization of the Third Street Promenade and the Downtown district as a whole;
• Which project design concept is appropriate to the existing building and surrounding context;
• Whether the proposed display balances sign innovation with civic responsibility; and
• Whether the project and its community benefits support the City’s objectives for increasing economic investment, City revenue generation, cultural enrichment opportunities, and activation of public spaces to support community services and needs in Santa Monica.

Discussion
On September 13, 2022, Council directed staff to explore establishing a large-format digital signage pilot program at Santa Monica Place that supports placemaking and stimulates economic recovery efforts in the Downtown. Council further directed that the pilot program include a public art component, community messaging, and promotion of Santa Monica, and be supported by a revenue-sharing content opportunity to support community programs and services.

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On June 10, 2025, Council gave direction to staff to establish a Digital Display District in the Downtown, specifically encompassing the Third Street Promenade and Santa Monica Place shopping center (the District). The City Council directed that the following standards and requirements be established for new digital displays in the District:
• Community benefits, including revenue sharing or financial contributions to support Downtown and Citywide reinvestment and enhance City programs and services
• 20% display time allocation for community content, such as civic announcements, community-interest information, public safety and emergency alerts, public art programming, and local events
• Occupancy standards to ensure 100% ground floor occupancy and 50% total building occupancy for the existing building
• Illumination standards, including requiring that the displays be dimmed at night • Operational hours, generally consistent with the operational hours of the Promenade Entertainment Zone
• Maintenance standards
Digital Display District Ordinance
Pursuant to Council direction on June 10, 2025, staff prepared a Digital Display District Ordinance (Ordinance) that would establish a digital display district for the Third Street Promenade and Santa Monica Place shopping center. An initial draft of the Ordinance was published for public review on October 20, 2025 on the City’s website at https://www.santamonica.gov/digital-display-district-for-the-third-street-promenade-andsanta-monica-place. Revisions have been made to the Ordinance in response to public comments and comments provided by the Planning Commission.

The Ordinance provides an updated, innovative vision for the Promenade and Santa Monica Place shopping center and establishes a new regulatory framework to enable large-format digital displays. The Ordinance establishes standards that would be applicable to all new digital displays, including but not limited to:
• Community Benefits • Design Authority

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• Permitted Locations • Requirements for Landmark Buildings • Display Type • Energy
• Projections/Encroachments • Hours of Operation
• Maximum Display Area • Maintenance
• Content • Illumination
• Audio
The Ordinance restricts digital displays to a focused geographic area – the Third Street Promenade and the Santa Monica Place shopping center – where such displays would complement the existing entertainment, retail, dining, and visitor activities. Specifically, digital displays would only be permitted at the following locations:
• On corner buildings located on the Promenade with a maximum of one 1,000 sf display wrapping the corner of each building (or alternatively, two separate display faces may be permitted on each side of the corner not exceeding a total area of 1,000 sf)
• On the exterior facades of the Santa Monica Place shopping center with a maximum of 4 digital displays, each display not exceeding 1,000 sf By concentrating the displays to these locations, the City can minimize lighting impacts on residential uses and leverage the prime visibility of these high traffic corners to attract activity and investment. Based on these limited locations, up to sixteen (16) digital displays could be potentially installed in the District.

Each new digital display in the District is required to be processed through a development agreement and adhere to the requirements of the Ordinance. The proposed DA for the Digital Display at 301 Arizona Avenue is being processed pursuant to the Ordinance and is required to provide meaningful community benefits, which are enumerated below.

Project Description
The DA application (24ENT-0233) is for a new full motion, digital display (“Digital Display”) proposed to be installed on the upper level façade of the existing commercial

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building (Foot Locker retailer) at 301 Arizona Avenue/1253 3rd Street Promenade, at the northeast corner of Third Street Promenade and Arizona Avenue. This Digital Display would have a single display face that would comprise approximately 1,000 sf of area, wrapping the corner of the building above the storefront. The Digital Display would be full motion, with LED and would provide for paid on-premise and/or off-premise advertising, curated art, and City community content including but not limited to, civic announcements, local event information, local history, and emergency announcements.

Since submittal of the initial application of the Digital Display, the applicant has revised the design of the display in response to staff feedback. The revised design provides streamlined, modern edging elements that are intended to complement the building’s contemporary, terraced design.

Address 301 Arizona Avenue/1253 3rd Street Promenade
Parcel Size: 14,998 sf
Zoning District: Downtown – Bayside Conservation (BC)

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Existing On-Site
Improvements:
31,560 sf four-story commercial building
Display Type Building Mount - Attached corner wrap (southwest) Dimensions Varies across signage face
Option 1 – Max 51’5” width x 20’11’ height
Option 2 – Max 66’ width x 18’ 9” height
Figure 1: Digital Display at 301 Arizona

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The distance from grade to the top of display is approximately 36.5 feet. The Digital Display extends approximately 10 feet out into the existing public right-of-way on Third Street Promenade and 8 feet into the public right-of-way on Arizona Avenue, and therefore, an encroachment permit from the City Public Works Department would be required. This projection would be subject to Section 9.21.180 of the SMMC to ensure that it does not constitute a hazardous visual obstruction for drivers and pedestrians.

The Digital Display will be seen by those driving eastbound on Arizona Avenue, and by pedestrians walking along the Third Street Promenade. This Digital Display will be diagonally across from another 1,000 square foot digital display proposed at the southwest corner of the Third Street Promenade and Arizona Avenue (1310 3rd Street Promenade – AMC theater). As permitted in the Ordinance, up to four digital displays could be installed and operated at this corner of the Promenade and Arizona Avenue.

Development Agreement Overview
Development agreements are negotiated contracts between the City and an applicant that specify the design parameters, development standards, and requirements of a project. Development agreements provide some flexibility from local land use regulations in return for some level of public benefit. While a development agreement is an alternative to the standard development approval process; in practice, it is similar to other public review processes where Council makes the final decision. The City has more discretion in imposing conditions and requirements on the proposed project and since development agreements are negotiated contracts, both parties must agree to all terms. A development agreement is adopted by ordinance. Pursuant to a development agreement, the City can negotiate community benefits within the bounds of its police power and statutory authority.

The DA for the project is being processed in accordance with the Ordinance.

Terms of the Development Agreement

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The applicant will be required to provide community benefits pursuant to the DA throughout the 30-year term of the agreement. Section 2.5 of the DA enumerates the negotiated community benefits for the project, which have been largely guided by Council direction given on June 10, 2025. The applicant has proposed meaningful community benefits that include financial contributions and allocated display time for community content. The following discussion presents a summary of each community benefit that has been negotiated in good faith between the City and applicant.

Financial Contributions
The installation of large format, digital displays on the Promenade provides a valuable opportunity to generate financial revenue for the City and to stimulate commercial activity in the City’s Downtown District. Other cities such as West Hollywood, the City of Los Angeles, and the City of San Jose have recently permitted digital displays within public rights-of-way and on private properties in exchange for financial benefits to the jurisdiction.

Consistent with Council direction given on June 10, 2025 and the Ordinance, the DA for the project includes a revenue-sharing model along with a minimum annual guarantee (MAG) that will be paid to the City. The required revenue-sharing model and MAG guarantees a steady stream of proceeds that could be used for public improvements, citywide services, public arts programming, and City programming.

A market value and economic study has been completed, which estimated the future revenue generation potential of all 16 potential digital displays in the District and the appropriate percentage of revenue-share for this proposed Digital Display. Information contained in this market study was used to negotiate the financial community benefits of this DA.

Below is a general outline of the financial terms for this DA:
• One time community payment of $500,000 to be paid within 30 days of issuance of a Certificate of Occupancy or final building permit signoff of the Digital Display.

If this one-time payment is not made on or before June 30, 2027, then the

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amount will escalate by three percent (3%) on June 30, 2027 and annually by three percent (3%) each June 30 thereafter until it is made. • Ongoing community benefit payment in an amount equal to the greater of:
o The Revenue Share Contribution, which will be based on 20 percent of the annual gross revenues received for advertising on the display. This revenue share contribution shall be paid annually.
o Minimum annual guarantee or MAG of $500,000 which shall be paid quarterly, with a 3% annual escalation starting on June 30, 2027 over the 30-year term of the agreement. This escalation rate reflects an average annual rate of inflation. Additionally, to account for market saturation as more digital displays become operational in the District, the MAG would de-escalate by 3% when the 10th digital display in the District “go live”, and by an additional 3% for every display thereafter (e.g., 3% reduction for the 10th digital display, additional 3% reduction for the 11th digital display, etc.).
• City maintains the right to audit twice per year for records relevant to the determination of gross revenues
City and Art Content
One community benefit in the negotiated DA that does not provide direct monetary compensation to the City is allocated display time for curated City and Art content.

Consistent with the Ordinance, the digital display operator is required to allocate 20% of the total annual display time for community content such as civic news, public service announcements, emergency notifications, Amber Alerts, community event updates, storytelling, and/or cultural arts. Based on the permitted operational hours as established in the Ordinance, up to 12 minutes of City and Art content would be displayed per hour for the Digital Display. The City also has the reserved right to consolidate its allocated time into multiple blocks per hour to facilitate special promotional activities in the City.

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As required in the Ordinance, the operator of the Digital Display would be required to participate in a City-administered Digital Display City Content Program that will highlight civic information, cultural programming, local history, and public art. The program would ensure that City and Art content is displayed and managed in a coordinated manner through the City. This ensures that the Digital Display not only serves commercial purposes but also acts as public communication and cultural platforms, reflecting Santa Monica’s values of creativity, innovation, and civic pride.

Unlike traditional physical art installations, the proposed Digital Display offers the flexibility to continually refresh and rotate art content, creating opportunities for seasonal showcases, artist residencies, or themed collaborations. The required City and Art Content allocation of 12 minutes per hour ensures that the display regularly features community and art programming – such as short video art, digital sculpture, animation, or civic storytelling – bringing art to thousands of daily visitors on the Promenade and at Santa Monica Place.

Building Occupancy
The proposed Digital Display would also implement the City’s strategic economic development and placemaking goals, consistent with the objective of the Ordinance. As an additional community benefit, the Digital Display operator is required to adhere to minimum building occupancy standards. As specified in Section 2.5.4(a) in the DA for this Digital Display at 301 Arizona Avenue, (i) no more than fifty percent (50%) of the rentable floor area within the existing building or (ii) the entire ground floor level of the existing building is permitted to remain unoccupied for more than 12 months. If this occupancy threshold is not met, then the DA requires the MAG Contribution to be increased by 25% (non-compounded) on a daily prorated basis. Additionally, the DA provides the City the right to shut off the display if the occupancy threshold is not met within three years and the right to terminate the DA if threshold is not met within five years.

Key Issues

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Lighting – The proposed Digital Display at 301 Arizona Avenue wraps the corner of the building but has been carefully designed so that the display largely faces west onto the Promenade. Even with this design, a portion of the display will directly face upper-level residential uses to the south at 302 Arizona Avenue (Criterion Promenade Apartments).

Light trespass on these sensitive residential uses would be minimized through compliance with the illumination standards established in the Digital Display District Ordinance. The operator of this Digital Display would be required to implement project design features (such as sign louvers) to ensure compliance with the standards. These standards were developed based on a Lighting Study conducted for the Digital Display District. The Lighting Study conservatively analyzed all 16 potential digital displays that could be installed under the Ordinance, including the proposed Digital Display at 301 Arizona Avenue.

Consistent with the Ordinance, the Digital Display would adhere to strict brightness limits that vary by time of day:
• Daytime: From sunrise until sunset, luminance shall not exceed 6,000 candelas per meter squared.
• Evening: From sunset until 10:00 p.m., luminance shall not exceed 300 candelas per meter squared.
• Nighttime: From 10:00 p.m. to 1:00 a.m., luminance shall not exceed 200 candelas per meter squared.
• After Hours: From 1:00 a.m. until sunrise, Digital Display shall be powered off.

These standards would ensure that the Digital Display remains visible without producing excessive glare or light spill into nearby residential uses. In addition, the display would incorporate automatic dimming and photocontrol devices that continuously adjust brightness in response to changing ambient light conditions, reducing illumination by at least 65% when appropriate. Further, the Ordinance limits illuminance at nearby residential uses to no more than 3.0 foot-candles (measured at the residential property line), protecting nearby residential uses from intrusive light trespass. To ensure compliance with the illumination standards, the operator of the Digital Display would be

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required to submit a Photometric Report and illumination testing prior to issuance of a certificate of occupancy or commercial operation of the display.

Driver Distraction – Another common concern associated with the proposed Digital Display is the potential for driver distraction impacts, since drivers traveling eastbound on Arizona Avenue would have full view of the display. Driver distraction impacts, however, would be minimized as the Digital Display operator would be required to comply with the Ordinance’s prohibition of flashing, strobing, or scrolling text.

Additionally, controlled transition speeds (a minimum one-second fade between static images) would provide a visually comfortable and consistent viewer experience. Taken together, the technical standards in the Ordinance would ensure the proposed Digital Display is context-sensitive, safe environment that avoids driver distraction, protects public safety, and creates visual comfort.

Community Outreach
The applicant held an on-line community meeting for the project on April 3, 2025 via Zoom. The meeting was also noticed, including the meeting Zoom link, on the on-site signage, as well as on the home page of the website for the project. There were 12 attendees outside of the development team. Comments from attendees included questions on pedestrian safety, energy usage of the digital signage, advertising rates, and operational standards.

Hearing notices for the Council’s discussion were mailed 14 days prior to the hearing date to all residents and property owners within 750 feet of the subject property and mailed to community members who have previously attended meetings or requested to be placed on the project mailing list. A notice was also published in the Santa Monica Daily Press 14 days in advance of the Council meeting.

Planning Commission Comments
The project was presented to Planning Commission for their review on October 29, 2025. The Commission was generally in support of the project and expressed their preference for the revised design that is presented tonight (as compared to original

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design) noting that the geometric design of the display is in conversation with the angular structure of the existing building. The Commission also indicated that the building features shall be restored if the sign is removed in the future. One commissioner recommended minimizing the bottom cladding of this revised design. The Commission voted to recommend approval of the DA to City Council.

Development Agreement Findings
In order to approve the DA, the City must find that it meets the findings of Santa Monica Municipal Code (SMMC) Section 9.60.110 Development Agreements, and Section

9.61.205 (F)(16) of the Digital Display District Ordinance.

SMMC Section 9.60.110

1. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan. The 301 Arizona Avenue site is located in the LUCE’s Downtown District and has a Downtown Core General Plan Land Use Designation. Goals and policies in this District are geared primarily toward reinforcing the Downtown as the focus of the City, encouraging a broad mix of uses and new investment in the District that creates dynamic daytime and evening activity, and reinforces the Downtown as the place with the greatest concentration of activity in the City. The proposed Digital Display supports the City’s goals to encourage economic vitality, enhance placemaking, and promote creative, high-quality design within the Downtown. Goal LU2 establishes Downtown as a thriving creative and cultural center with a unique concentration of innovative businesses, performance spaces, museums and programmed events. The Development Agreement is consistent with Goal LU3, which imagines Santa Monica’s Downtown continues to be the economic center for the City, providing a diverse and flexible mix of uses that can meet future resident, business and visitor demand and also consistent with Goal CCP2 which calls for Downtown to be a thriving and diverse economic force that supports the city’s vitality, fiscal stability and high levels of community services. The Development Agreement is also aligned with Goal CCP5: The Third Street Promenade continues to anchor the Downtown’s retail and public space experience with updated features and activities. The 301 Arizona Avenue site is also located in the California Coastal Zone, and the

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Development Agreement is consistent with and implements various goals and policies of the 1992 Local Coastal Program Land Use Plan. The proposed digital display complements and supports the district’s retail and visitor-serving commercial uses consistent with LUP Policy 70. The Digital Display enhances the visual experience in the coastal zone including with public works of art consistent with LUP Policy 46.

2. The Development Agreement is compatible with the uses authorized in the district in which the real property is located, in that the project site is located within the Downtown – Bayside Conservation (BC) District, which permits a variety of active commercial and entertainment-oriented uses. The proposed Digital Display would complement the existing entertainment, retail, dining, and visitor activities. It will enhance the visual and economic activity of the Promenade while complying with operational and design standards established in the Digital Display District Ordinance, including limits on brightness, operating hours, and maintenance. These measures ensure the display complements the district’s entertainment character while minimizing effects on nearby lightsensitive residential uses. The Development Agreement is also consistent with Policy CCP5.1 that states new public art should be encouraged and located to enhance the pedestrian experience and create an immersive arts experience and Policy PPS4.3 calling for the Third Street Promenade to be regularly updated to remain consistent with the surrounding areas in terms of infrastructure, landscaping, signage and aesthetic upgrades.

3. The Development Agreement is in conformity with the public necessity, public convenience, general welfare, and good land use practices by establishing clear parameters for Digital Display design, operation, and maintenance, while providing substantial community benefits. These include revenue-sharing with the City, a minimum annual financial guarantee, and a 20% allocation of display time for civic and cultural content such as public safety messages, community event information, and local art. Consistent with the Digital Display District Ordinance, the Development Agreement also advances good land use practices by concentrating digital displays within a focused geographic area and ensuring high-quality design standards that reinforce the City’s goals for a safe, engaging, and economically vibrant urban environment.

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4. The Development Agreement will not be detrimental to the health, safety and general welfare. The Development Agreement includes multiple safeguards to protect public health and safety. Illumination levels, transition speeds, and display operations are regulated to minimize glare, driver distraction, and light spillover onto nearby residences. The display incorporates automatic dimming technology and is required to power off between 1:00 a.m. and sunrise. The Digital Display will not show flashing or scrolling text and other visual effects that could compromise driver safety. Collectively, these measures ensure the display operates safely and responsibly without detrimental impacts to the public or surrounding community.

5. The Development Agreement will not adversely affect the orderly development of the property in that the Digital Display will be installed on an existing commercial building, designed to integrate architecturally with the structure. The Development Agreement includes building occupancy standards to promote active ground-floor use, thereby supporting economic activity and maintaining the vitality of the Promenade.

6. The Development Agreement will have a positive fiscal impact on the City.

Through a negotiated revenue-sharing structure and minimum annual guarantee, the Development Agreement will provide an ongoing source of funding to support City programs, services, and public art initiatives. The Development Agreement will also include a one-time payment contribution to the City upon completion of the Digital Display. In addition, by activating a key intersection of the Promenade and attracting visitors, the DA will contribute to increased economic activity, benefiting nearby businesses and generating additional tax revenues for the City.

SMMC Section 9.61.205(F)(16)

1. The Digital Display is consistent with the goals, objectives, purposes and provisions of the Santa Monica LUCE and the Downtown Community Plan. The project supports the City’s goals to encourage economic vitality, enhance placemaking, and promote creative, high-quality design within the Downtown consistent with the LUCE and Downtown Community Plan. As indicated above, the proposed Digital Display aligns with the City’s efforts to reinvigorate the Third

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Street Promenade and surrounding areas as a vibrant, pedestrian-oriented entertainment district.

2. The Digital Display complies with the regulations established in the Digital Display District Ordinance. The Digital Display complies with all applicable standards and requirements established in the Digital Display District Ordinance for the Third Street Promenade and Santa Monica Place Shopping Center. The project adheres to regulations governing display size, design review, energy use, illumination, hours of operation, and content.

3. The Digital Display would not otherwise result in a threat to the general health, safety, and welfare of City residents, based on factors including but not limited to such factors as distracted driving, pedestrian and driver safety, light and glare, or aesthetics. The Digital Display would implement multiple safeguards developed through the City’s Digital Display District Ordinance and supporting Lighting Study, which evaluated potential light and glare impacts for all anticipated display locations within the District. The display is designed and regulated to minimize driver distraction and visual clutter through controlled transition speeds, fade effects, and the prohibition of flashing, scrolling, or strobing imagery. Light levels are limited to prevent excessive brightness and protect nearby residences from glare or light trespass. Automatic dimming and shutoff systems will continuously adjust luminance based on ambient lighting conditions, and the display will remain off between 1:00 a.m. and sunrise. These requirements ensure the display operates in a manner consistent with pedestrian and driver safety, visual comfort, and the City’s aesthetic and environmental goals.

4. The Digital Display provides substantial economic and public benefits that would not otherwise accrue to the public in the absence of its installation. The DA includes a revenue-sharing model and a minimum annual guarantee that will generate consistent, long-term funding to support public art, public improvements, and community programming. The display will also allocate 20% of total annual operating time for City and Art content, such as public safety messages, community events, and public art, enhancing the City’s public communication and cultural programming. The DA contributes to Downtown revitalization efforts by activating a highly visible corner on the Third Street

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Promenade, supporting local businesses, and strengthening the area’s identity as a premier entertainment and cultural destination.

Environmental Review
As analyzed in the attached CEQA analysis, the proposed Digital Display is categorically exempt from CEQA pursuant to Section 15301 (Class 1 – Existing Facilities), Section 15303 (Class 3 - New Construction or Conversion of Small Structures), Section 15311 (Accessory Structures), and Section 15332 (Class 32 – Infill Projects) of the CEQA Guidelines.
• Section 15301 of the CEQA Guidelines provides (Class 1) exemption for the operation, repair, maintenance, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. Projects that fall into this class of exemption include interior or exterior alterations and new copy on existing on and off-premise signs and additions to existing structures provided that the addition will not result in an increase of more than: (1) 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less; or (2) 10,000 square feet. The Digital Display would be installed on the façade of the existing building, and therefore is considered an alteration to an existing building. No expansion of the land use or existing structure is proposed, and therefore, the Digital Display is exempt from CEQA pursuant to Section 15301.
• Section 15303 of the CEQA Guidelines provides (Class 3) exemption for the construction and location of limited numbers of new small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. Projects that fall into this class of exemption include accessory (appurtenant) structures including garages, carports, patios, swimming pools, and fences. The Digital Display would be an accessory structure to the existing building, and therefore, is exempt from CEQA pursuant to Section 15303.
• Section 15311 of the CEQA Guidelines provides (Class 11) exemption for the construction, or placement of minor structures accessory to (appurtenant to) existing commercial, industrial, or institutional facilities. Projects that fall into this class of exemption include construction, or placement of minor structures

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accessory to (appurtenant to) existing commercial, industrial, or institutional facilities, including but not limited to: (a) On-premise signs. The Digital Display would be an accessory structure to the existing building, and therefore, is exempt from CEQA pursuant to Section 15311.
• Section 15332 of the CEQA Guidelines exempts projects characterized as in-fill development meeting the conditions below.
• The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations.
• The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. • The project site has no value, as habitat for endangered, rare or threatened species.
• Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality.
• The site can be adequately served by all required utilities and public services.

The project meets the qualifications of the in-fill exemption as it would be generally consistent with the general plan, would be installed on a site of no more than 5 acres in an urban area that has no value for endangered, rare, or threatened species. Additionally, the installation of the Digital Display would not result in significant effects related to traffic, noise, air quality or water quality, and the displays can be adequately served by all required utilities and public service.

Therefore, the Digital Display is exempt from CEQA pursuant to Section 15332.

In addition, none of the exceptions specified in Section 15300.2 of CEQA Guidelines would apply that would preclude the use of these CEQA exemptions as indicated in the CEQA analysis. Therefore, the Digital Display is categorically exempt pursuant to Sections 15301, 15303, 15311, and 15332 of the CEQA Guidelines.

Past Council Actions
Meeting Date Description
September 13, 2022 Council directed staff to explore establishing a large-format

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digital signage pilot program at Santa Monica Place that supports placemaking and stimulates economic recovery
efforts in the Downtown.

January 10, 2023 Council adopted an Ordinance to award a franchise to BIG Outdoor for the installation, operation, and maintenance of a digital wayfinding and out-of-home advertising kiosk network in the public right-of-way.

March 25, 2025 Council adopted an Interim Zoning Ordinance (IZO) amending Santa Monica Municipal Code Chapter 9.61 to
increase flexibility for signage in the Bayside Conservation District and Third Street Promenade to promote economic recovery.

May 13, 2025 Council adopted an emergency ordinance to establish the Third Street Promenade Entertainment Zone Pilot program.

June 10, 2025 Council directed staff to proceed with establishing a new digital signage district for the Third Street Promenade and the Santa Monica Place shopping center, and to begin
negotiations with the applicants of new digital displays.

Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of recommended action. Staff will return to Council if specific budget actions are required in the future.

Approval of the DA is expected to generate revenue to the City’s General Fund of approximately $500,000 in the first year after the Digital Display is completed and operational, based on the MAG established in the DA. Additionally, as an added community benefit that is required in the Ordinance, the City will receive a one-time contribution payment of $500,000 per display (which will escalate by 3% starting on June 30, 2027 and annually thereafter).

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Prepared By: Rachel Kwok, Environmental Planner
Approved Forwarded to Council
Attachments:

A. 301 Arizona Digital Display Plans_Renderings
B. 301 Arizona Final DA
C. ORD-ord-First Reading 301 AZ DA
D. CEQA Analysis 301 Arizona Ave
E. Written Comments
F. PowerPoint Presentation

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301 ARIZONA AVE - DESIGN STUDIES - OCTOBER 2025 © 2025 ORANGE BARREL MEDIA 1 NORTHBOUND ON ARIZONA AVE.

EXISTING CONDITIONS

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Packet Pg. 1113 Attachment: 301 Arizona Digital Display Plans_Renderings (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd 301 ARIZONA AVE - DESIGN STUDIES - OCTOBER 2025 © 2025 ORANGE BARREL MEDIA 2 CONCEPT DEVELOPMENT

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Packet Pg. 1114 Attachment: 301 Arizona Digital Display Plans_Renderings (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd © 2025 ORANGE BARREL MEDIA
3 301 ARIZONA AVE - DESIGN STUDIES - OCTOBER 2025

PEDESTRIAN VANTAGES

GROUND PERSPECTIVE - FOOT LOCKER ENTRANCE ARIZONA AVE CROSSWALK

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Packet Pg. 1115 Attachment: 301 Arizona Digital Display Plans_Renderings (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd © 2025 ORANGE BARREL MEDIA
4 301 ARIZONA AVE - DESIGN STUDIES - OCTOBER 2025

ELEVATIONS

BUILDING FOLDSBUILDING FOLDS

PROPERTY LINEPROPERTY LINEPROPERTY LINE
MAX. 14’-7”
MAX. 15’-2”
MAX. 15’-6”
18’-9” 30’-1”
22’-0” 19’-9” 24’-0”
(ANGLED)
17’-9”

WEST ELEVATION
3RD STREET PROMENADE

SOUTH ELEVATION

ARIZONA AVENUE
301 ARIZONA AVENUE
1000 SF TOTAL

LED SIGNAGE

MEDIA OPERATOR IDENTIFICATION

SIGNAGE, INTERNALLY ILLUMINATED
LETTERS 7” H x 10’-0” W

NEW ARCHITECTURAL
METAL TRIM. PAINTED

FINISH TO MATCH

SATIN ALUMINUM
FINISH.
1'-6"
2'-2" W TRIM
2'-4" W TRIM
16'-3" 18'-3"
2'-2" H TRIM
9" JOG 6" JOG

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Packet Pg. 1116 Attachment: 301 Arizona Digital Display Plans_Renderings (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd © 2025 ORANGE BARREL MEDIA
5 301 ARIZONA AVE - DESIGN STUDIES - OCTOBER 2025
PLAN

PROPERTY LINE
19’-9”
(ANGLED)
22’-0”
(ANGLED)
24’-0”
8’-0” MAX.

PROJECTION
10’-0” MAX.

PROJECTION

PLOT PLAN
301 ARIZONA AVENUE

ARCHITECTURAL TRIM BELOW

LED MODULES & SUBFRAME

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Packet Pg. 1117 Attachment: 301 Arizona Digital Display Plans_Renderings (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd 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
_______________________________________________________________________ Space Above Line For Recorder's Use
No Recording Fee Required
California Government Code Section 27383

DEVELOPMENT AGREEMENT

BETWEEN

CITY OF SANTA MONICA,
AND

UNITED XYZ LLC

FOR A DIGITAL DISPLAY
AT 301 ARIZONA AVENUE & 1253 THIRD STREET PROMENADE
__________________, 2026

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Packet Pg. 1118 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) i

TABLE OF CONTENTS
RECITALS ......................................................................................................................................1 ARTICLE 1 DEFINITIONS ............................................................................................................4 ARTICLE 2 DESCRIPTION OF THE DIGITAL DISPLAY .........................................................6

2.1 General Description ..........................................................................................................6

2.2 Principal Components of the Digital Display ...................................................................7

2.3 No Obligation to Develop .................................................................................................7

2.4 Vested Rights ....................................................................................................................7

2.5 Project and Community Benefits ......................................................................................9

2.6 Maintenance and Upgrades .............................................................................................17

2.7 Removal of Digital Display ............................................................................................17

2.8 Projection, Design, and Operation Standards .................................................................18

2.9 Coastal Commission Review ..........................................................................................18 ARTICLE 3 CONSTRUCTION ...............................................................................................18

3.1 [Reserved.] ......................................................................................................................18

3.2 Construction Hours .........................................................................................................19

3.3 Outside Building Permit Issuance Date ..........................................................................19

3.4 Construction Period ........................................................................................................19

3.5 Extended Vested Rights ..................................................................................................20

3.6 Existing Building Repairs, Remodeling, Reconstruction or Redevelopment and/or Digital Display Damage .............................................................................................................20

3.7 City Termination Option .................................................................................................20 ARTICLE 4 FEES, EXACTIONS, AND CONDITIONS ........................................................21

4.1 Fees, Exactions, and Conditions .....................................................................................21

4.2 Conditions on Modifications...........................................................................................21

4.3 Implementation of Conditions of Approval ....................................................................21 ARTICLE 5 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS............21

5.1 Development Standards for the Digital Display; Existing Regulations ..........................21

5.2 Permitted Subsequent Code Changes .............................................................................22

5.3 Common Set of Existing Regulations .............................................................................24

5.4 Conflicting Enactments ...................................................................................................24

5.5 Timing of Development ..................................................................................................24

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Packet Pg. 1119 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) ii
ARTICLE 6 DESIGN APPROVAL ..............................................................................................24 ARTICLE 7 CITY TECHNICAL PERMITS ................................................................................25

7.1 Definitions.......................................................................................................................25

7.2 Diligent Action by City ...................................................................................................25

7.3 Conditions for Diligent Action by the City .....................................................................25

7.4 Duration of Technical City Permits ................................................................................26 ARTICLE 8 AMENDMENT AND MODIFICATION .................................................................27

8.1 Amendment and Modification of Development Agreement ..........................................27 ARTICLE 9 TERM ...................................................................................................................27

9.1 Effective Date .................................................................................................................27

9.2 Term ................................................................................................................................27 ARTICLE 10 PERIODIC REVIEW OF COMPLIANCE .............................................................28

10.1 City Review ....................................................................................................................28

10.2 Evidence of Reasonable Good Faith Compliance ..........................................................28

10.3 Information to be Provided to Owner .............................................................................29

10.4 Notice of Breach; Cure Rights ........................................................................................29

10.5 Failure of Periodic Review .............................................................................................29

10.6 Termination of Development Agreement .......................................................................29

10.7 City Cost Recovery .........................................................................................................29 ARTICLE 11 DEFAULT...............................................................................................................30

11.1 Notice and Cure ..............................................................................................................30

11.2 Remedies for Monetary Default ......................................................................................30

11.3 Remedies for Non-Monetary Default .............................................................................31

11.4 Modification or Termination of Agreement by City .......................................................33

11.5 Cessation of Rights and Obligations ...............................................................................33

11.6 Completion of Improvements .........................................................................................34 ARTICLE 12 MORTGAGEES .....................................................................................................34

12.1 Encumbrances on the Property .......................................................................................34 ARTICLE 13 TRANSFERS AND ASSIGNMENTS ...................................................................36

13.1 Transfers and Assignments .............................................................................................36

13.2 Release Upon Transfer ....................................................................................................36 ARTICLE 14 INDEMNITY TO CITY .........................................................................................36

14.1 Indemnity ........................................................................................................................36

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Packet Pg. 1120 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) iii

14.2 City’s Right to Defense ...................................................................................................37 ARTICLE 15 GENERAL PROVISIONS......................................................................................37

15.1 Notices ............................................................................................................................37

15.2 Entire Agreement; Conflicts ...........................................................................................38

15.3 Binding Effect .................................................................................................................38

15.4 Agreement Not for Benefit of Third Parties ...................................................................38

15.5 No Partnership or Joint Venture .....................................................................................38

15.6 Estoppel Certificates .......................................................................................................38

15.7 Time ................................................................................................................................39

15.8 Excusable Delays ............................................................................................................39

15.9 Governing Law ...............................................................................................................40

15.10 Cooperation in Event of Legal Challenge to Agreement ................................................40

15.11 Attorneys’ Fees ...............................................................................................................40

15.12 Recordation .....................................................................................................................41

15.13 No Waiver. ......................................................................................................................41

15.14 Construction of this Agreement ......................................................................................41

15.15 Other Governmental Approvals ......................................................................................41

15.16 Jurisdiction and Venue ....................................................................................................42

15.17 Exhibits ...........................................................................................................................42

15.18 Counterpart Signatures ....................................................................................................43

15.19 Certificate of Performance ..............................................................................................43

15.20 Interests of Owner ...........................................................................................................43

15.21 Operating Memoranda ....................................................................................................43

15.22 Acknowledgments, Agreements and Assurance on the Part of Owner ..........................43

15.23 Waiver of Protest. ...........................................................................................................44

15.24 Not a Public Dedication ..................................................................................................44

15.25 Other Agreements ...........................................................................................................44

15.26 Severability and Termination ..........................................................................................44 Exhibit “A” Legal Description of Property
Exhibit “B” Digital Display Plans
Exhibit “C” SMMC Article 9 (Planning and Zoning)
Exhibit “D” Conditions of Approval
Exhibit “E” Permitted Fees and Exactions
Exhibit “F” Form of Assignment and Assumption Agreement Exhibit “G” Digital Display District Ordinance

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Packet Pg. 1121 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 1 DEVELOPMENT AGREEMENT
This Development Agreement (“Agreement”), dated ____________, 2026, is entered into by and between UNITED XYZ LLC, a California limited liability company (the “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 (the “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 with persons or entities having a legal or equitable interest in real property for the development of such real property.

B. Owner is the owner of approximately 14,998 square feet of land located in the City of Santa Monica, State of California, commonly known as 301 Arizona and 1253 Third Street Promenade, as more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”).

C. The Property is developed with an existing approximately 31,560 square foot commercial building that is occupied with commercial (retail and office) uses (the “Existing Building”).

D. The City has included the Property within the Downtown Core land use designation under the City’s 2010 Land Use and Circulation Element of its General Plan (the “LUCE”). The Property is in the Bayside Conservation “BC” (Promenade) District under the Downtown Community Plan (“DCP”) and is located within the Bayside Conservation “BC” (Third Street Promenade Area) designation under the City’s Zoning Ordinance, and is located within the boundaries of the Digital Display District. The Property is also located in the California Coastal Zone.

E. The City and Owner desire to allow Owner to install, operate, maintain, and repair a high-quality LED digital display and associated sign structure (the “Digital Display”) on the Existing Building for displaying paid static or full motion on-premises and/or off-premises advertising, artistic creations, civic announcements of public interest or importance and content promoting the City and/or its rich history, including Downtown Santa Monica and the Third Street Promenade. The operation of the Digital Display will generate revenues for the City through the Community Benefit Payment set forth in this Agreement.

F. Owner has advised the City of Owner’s intent to allow a third party billboard operator to operate and own, lease, or license the Digital Display from Owner during the term of this Agreement.

G. On November 21, 2024, Owner filed an application for a Development Agreement (24ENT-0233), pursuant to Santa Monica Municipal Code (“SMMC”) Section

9.60.020 (the “Development Application”). The Development Application proposes an

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Packet Pg. 1122 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 2 approximately one thousand (1,000) square foot full motion, animated Digital Display to be installed on the Existing Building.

H. The design of the Digital Display is more particularly depicted on the Digital Display Plans dated November 18, 2025 and attached hereto as Exhibit “B” (the “Digital Display Plans”).

I. Owner has paid all necessary costs and fees associated with the City’s processing of the Development Application and this Agreement.

J. The primary purpose is to allow for a Digital Display on the Property to (1) create a visually stimulating and informative experience at the corner of Arizona Avenue and the 1200 block of the Promenade; (2) promote the City, including the Third Street Promenade, and the arts, attract visitors and patrons to the Promenade; (3) complement the City’s Entertainment District; as well as (4) generate a new source of revenue for the City. The Parties desire to enter into this Agreement in conformance with the Development Agreement Statutes in order to achieve the development of the Digital Display on the Property.

K. The Digital Display is also consistent with and implements numerous LUCE and DCP goals and policies including:
 LUCE Goal D1 - “Maintain Downtown’s competitive advantage as a premier local and regional shopping, dining, and entertainment destination, and support its evolution in order to respond to changing market conditions.”  LUCE Goal E1 - “Create an economic base that satisfies the commercial service needs of the City’s residents while providing employment opportunities and a strong fiscal infrastructure for the City.”
 LUCE Goal E4 - “Support the retail sector in order to provide for the needs of local residents and visitors and augment sales tax revenues.”  LUCE Policy E1.1 – “Make land use decisions that respond to changing market conditions and meet the needs of City residents and visitors.”  LUCE Policy E4.6 - “Support Downtown as Santa Monica’s primary destination for comparison retail, including a mix of local, national and international shops and restaurants that serve residents, visitors and area employees.”  DCP Goal CCP2 - “Downtown continues to be a thriving and diverse economic force that supports the city’s vitality, fiscal stability and high levels of community services.”
 Goal CCP5: The Third Street Promenade continues to anchor the Downtown’s retail and public space experience with updated features and activities.

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Packet Pg. 1123 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 3  Policy CCP5.1 New public art should be encouraged and located to enhance the pedestrian experience and create an immersive arts experience.  Action CCP5.1A Install Pathway Art, Banners and Urban Design Features to support the walking experience and to promote awareness of Downtown’s cultural offerings.
 Policy CCP5.2 Consider opportunity for negotiated development agreement art contributions to be aggregated in order to facilitate the acquisition of significant public art pieces.
 DCP Goal LU3 - “Santa Monica’s Downtown continues to be the economic center for the City, providing a diverse and flexible mix of uses that can meet future resident, business and visitor demand.”
 “The Bayside Conservation district is considered the pedestrian and economic heart of the City. Anchored by the Third Street Promenade, it is a vibrant urban atmosphere supported by a broad mix of building types, office space, entertainment, retail, restaurants, cafes, salons and exercise studios. The DCP supports the continued expansion of the central retail district by increasing the energy and pedestrian traffic on streets around the Promenade.” (DCP p. 22-23.) L. The City Council has determined that a development agreement is appropriate for the proposed development of the Digital Display on the Property. This Agreement will (1) eliminate uncertainty in planning for the Digital Display and result in the orderly development of the Digital Display in accordance with the Digital Display District Ordinance, (2) assure installation of necessary improvements on the Property, (3) provide for public infrastructure and services appropriate to development of the Digital Display, (4) secure for the City improvements that benefit the public, (5) ensure the provision of community benefits as envisioned in the LUCE , DCP, and the Digital Display District Ordinance, and (6) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted.

M. This Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impacts and benefits of the development of the Digital Display on the Property in accordance with this Agreement. The Digital Display will provide a number of significant project and community benefits as set forth in Section 2.5 of this Agreement.

N. The City Council has found that the provisions of this Agreement are consistent with the relevant provisions of the City’s General Plan, including the LUCE, the DCP, the Digital Display District Ordinance, and the 1992 LUP.

O. On October 29, 2025, the City's Planning Commission held a duly noticed public hearing on the Development Application and this Agreement, and at such hearing, the Planning Commission recommended that the City Council approve the Digital Display including this Agreement.

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Packet Pg. 1124 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 4 P. On December 16, 2025, the City Council held a duly noticed public hearing on the updated Development Application and this Agreement, and at such hearing the City determined the Digital Display is exempt from the California Environmental Quality Act (“CEQA”) pursuant to a Class 1 exemption (existing facilities) per CEQA Guidelines Section 15301, a Class 3 exemption (new construction or conversion of small structures) per CEQA Guidelines Section 15303, a Class 11 exemption (accessory structures) per CEQA Guidelines Section 15311, and a Class 32 categorial exemption (in-fill development) per CEQA Guidelines Section 15332 and introduced for first reading Ordinance No. _______________ approving this Agreement.

Q. On ___________, 2026, the City Council adopted Ordinance No. _______________ approving this Agreement.

NOW THEREFORE, in consideration for the covenants and conditions hereinafter set forth, the Parties hereto do hereby agree as follows:

ARTICLE 1

DEFINITIONS
Capitalized terms not defined below shall have the meanings set forth in the City’s Zoning Ordinance. The terms defined below, whether capitalized or not, have the meanings in this Agreement as set forth below unless the Agreement expressly requires otherwise:

1.1 “1992 LUP” means the Coastal Land Use Plan in effect as of the Effective Date unless otherwise indicated in this Agreement.

1.2 “Agreement” means this Development Agreement.

1.3 “Annual Gross Revenues” means Gross Revenues received in a calendar year.

1.4 “Building Permit” means any permit required by SMMC Section 8.08.050(a) and any successors thereto.

1.5 “Business Day” means a business working day for City Employees.

1.6 “Calendar Quarter” means the periods between and including (a) January 1st and March 31st, (b) April 1st and June 30th, (c) July 1st and September 30th, and (d) October 1st and December 31st of any calendar year.

1.7 “City Council” means the City Council of the City of Santa Monica, or its designee.

1.8 “City Manager” means the City Manager or his or her designee.

1.9 “Community Development Director” means the Community Development Department Director of the City of Santa Monica, or his or her designee.

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Packet Pg. 1125 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 5 1.10 “Days” means calendar days.

1.11 “DCP” has the meaning set forth in Recital “D”.

1.12 “Digital” means of, relating to, or utilizing devices constructed or working by the methods or principles of electronics. “Digital” also means composed of data in the form of especially binary digits.

1.13 “Digital Display” means a display utilizing digital technology with a display face to broadcast a message containing static or animated content, for on and off-premises advertising, including without limitation the Digital Display referenced in Recital “E”.

1.14 “Digital Advertising Services” means advertisement services on the Digital Display, including advertisements in the form of banner advertising, search engine advertising, interstitial advertising, and other comparable advertising services.

1.15 “Digital Display District Ordinance” means Ordinance No. ___________, adopted by the City Council on _________, 2026 and included in Exhibit “G”.

1.16 “Digital Display District” means the Digital Display District identified in the Digital Billboard District Ordinance.

1.17 “Digital Display Commencement Date” means the date a Certificate of Occupancy or final building permit signoff, as applicable, for the Digital Display is/has been issued.

1.18 “Digital Display Plans” mean the plans for the Digital Display that are attached to this Agreement as Exhibit “B”.

1.19 “Discretionary Approvals” are actions which require the exercise of judgment or a discretionary decision, and which contemplate and authorize the imposition of revisions or additional conditions, by the City, including any board, commission, or department of the City and any officer or employee of the City. Discretionary Approvals do not include Ministerial Approvals.

1.20 “Effective Date” has the meaning set forth in Section 9.1 below.

1.21 “General Plan” or “City General Plan” means the General Plan of the City of Santa Monica, and all elements thereof including the LUCE, as of the Effective Date, unless otherwise indicated in this Agreement.

1.22 “Gross Revenues” means income or revenue generated by the Digital Display from all sources, before any expenses (including lease or license payments to Owner) or taxes, computed according to generally accepted accounting principles.

1.23 “Including” means “including but not limited to.”

1.24 “Legal Action” means any action in law or equity.

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Packet Pg. 1126 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 6 1.25 “Ministerial Approvals” mean any action which merely requires the City (including any board, commission, or department of the City and any officer or employee of the City), in the process of approving or disapproving a permit or other entitlement, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or conditions of approval. Without limiting the generality of the foregoing, the exercise of duties and/or professional judgment by any City official referenced in SMMC Article 7 (Public Works) and Article 8 (Building Regulations), as amended from time to time, shall be considered a Ministerial Approval.

1.26 “Operator” means the party responsible for operating the Digital Display.

1.27 “Owner” means UNITED XYZ LLC, a California limited liability company or any successor in interest to the Property.

1.28 “Parties” mean both the City and Owner, and “Party” means either the City or Owner, as applicable.

1.29 “Permitted Digital Display Area” means no more than one thousand (1,000) square feet.

1.30 “Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign.

1.31 “SMMC” means the Santa Monica Municipal Code, including the Zoning Ordinance, in effect on the Effective Date unless specifically stated to refer to the Santa Monica Municipal Code as it may be in effect at some other time.

1.32 “Transfer” means the transfer of title to property by the execution of the deed or other instrument.

1.33 “Zoning Ordinance” means the City of Santa Monica Comprehensive Land Use and Zoning Ordinance (Chapters 9.01 to 9.68 of the SMMC) in effect on the Effective Date, set forth in its entirety as part of Exhibit “C” (Planning and Zoning).

ARTICLE 2

DESCRIPTION OF THE DIGITAL DISPLAY

2.1 General Description. The Digital Display includes the proposed improvement of the Property as more particularly described in this Agreement and on the Digital Display Plans, which present the Digital Display in concept. If there is a conflict or inconsistency between the text of this Agreement and the Digital Display Plans, the Digital Display Plans will prevail; provided, however, that omissions from the Digital Display Plans shall not constitute a conflict or inconsistency with the text of this Agreement. Detailed plans and specifications for the construction of the Digital Display (collectively, the “Construction Plans and Specifications”), including, without limitation, structural plans and working drawings, shall be prepared by Owner subsequent to the Effective Date based upon the Digital Display Plans, and nothing herein shall

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Packet Pg. 1127 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 7 be interpreted by the Owner as a pre-approval of the Construction Plans and Specifications by the City Building Official or City Engineer.

2.2 Principal Components of the Digital Display. The Digital Display consists of the following principal components, as well as the other components delineated in the Digital Display Plans, all of which are hereby approved by the City subject to the other provisions of this Agreement: an approximately one thousand (1,000) square foot full motion, LED digital/animated display/billboard to be installed as shown on the Digital Display Plans to the façade of the Existing Building. For the avoidance of doubt, modifications to the Existing Building’s ornamental overhang at the top of the second floor to accommodate installation of the Digital Display as shown on the Digital Display Plans are part of the Digital Display being approved as part of this Agreement and shall not require further design approval. The Digital Display may display static or full motion animated illuminated/digital content seven Days per week including paid on-premises and/or off-premises advertising, public service content, artwork, civic announcements, charitable content and, as detailed in Section 2.5, content promoting the City, including Downtown Santa Monica and the Third Street Promenade, and other City content. The Digital Display may display such illuminated/digital content during the hours specified in the Digital Display District Ordinance.

2.3 No Obligation to Develop.

2.3.1 Except as specifically provided herein:
(a) Nothing in this Agreement shall be construed to require Owner to proceed with the construction of the Digital Display.
(b) The decision to proceed or to forbear or delay in proceeding with construction of the Digital Display shall be in Owner’s sole discretion. (c) Except as provided in this Agreement, the decision to proceed or to forbear or delay in proceeding with construction of the Digital Display shall be in Owner’s sole discretion.

2.3.2 Failure to Proceed. Failure by Owner to proceed with construction of the Digital Display shall not result in any loss or diminution of development rights for the Digital Display, except upon expiration of Owner’s Vested Rights pursuant to this Agreement, or the termination of this Agreement.

2.3.3 Conditions of Approval. Notwithstanding any provision of this Section 2.3 to the contrary, Owner shall be required to implement all conditions of approval required under this Agreement in accordance with and at the time specified in Exhibit “D” and may be subject to all remedies specified in this Agreement for the failure to implement these conditions of approval as and when so required.

2.4 Vested Rights.

2.4.1 Approval of Digital Display Plans. The City hereby approves the Digital Display Plans as the conceptual scope of the Digital Display. The City shall maintain a complete copy of the Digital Display Plans, stamped “Approved” by the City, in the Office of the City

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Packet Pg. 1128 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 8 Clerk, and Owner shall maintain a complete copy of the Digital Display Plans, stamped “Approved” by the City, in its offices or at the Property. The Digital Display Plans to be maintained by the City and Owner shall be in a half-size set.

2.4.2 Minor Modifications to Digital Display. Owner, with the approval of the Community Development Director, may make minor changes to the Digital Display or Digital Display Plans (“Minor Modifications”) without amending this Agreement; provided that the Community Development Director makes the following specific findings that the Minor Modifications: (i) are generally consistent with the Digital Display’s overall qualities and characteristics 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; (iv) are consistent with the LUCE, DCP, and Digital Display District Ordinance; and (v) will not significantly and adversely affect the project and community benefits (Section

2.5) associated with the Digital Display, unless expressly authorized in Section 2.5. For the avoidance of doubt, any Minor Modification approving an increase or decrease in the square footage in a Digital Display shall document the proportionate increased or decreased One-Time Community Benefit and MAG Contribution in compliance with the Digital Display District Ordinance then in effect. The Community Development Director shall notify the Planning Commission and City Council in writing of any Minor Modifications approved pursuant to this Section 2.4.2. Any proposed change which the Community Development Director denies as not qualifying for a Minor Modification based on the above findings will only be processed as a Major Modification.

2.4.3 Modifications Requiring Amendment to this Agreement. Owner shall not make any “Major Modifications” (defined below) to the Digital Display without first amending this Agreement to permit such Major Modifications. A “Major Modification” means the following:
(a) Any increase in the square footage above the maximum display area allowed by the Digital Display District Ordinance, as it may be amended from time to time; (b) Any material variation in the design or location of the Digital Display (except as permitted as a Minor Modification pursuant to Section 2.4.2) that renders such aspects out of substantial compliance with the Digital Display Plans after Coastal Commission approval;
(c) Any deviation from the Digital Display District Ordinance, as it may be amended from time to time;
(d) Any other change that would reduce or materially alter the project and community benefits as set forth in Section 2.5, unless expressly authorized in Section 2.5; and
(e) Any extension of the Term beyond the extensions provided for in Section 9.2.5.

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Packet Pg. 1129 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 9 If a proposed modification does not exceed the Major Modification thresholds established above, then the proposed modification may be reviewed as a Minor Modification in accordance with Section 2.4.2.

2.4.4 City Consent to Modification. The City may impose customary fees, exactions, and conditions, in connection with its approval of a Minor or Major Modification, subject to any applicable law. Notwithstanding anything to the contrary herein or in the Existing Regulations, if the Community Development Director approves a Minor Modification or if the City approves a Major Modification (and the corresponding amendment to this Agreement for such Major Modification), as the case may be, Owner shall not be required to obtain any other Discretionary Approvals for such modification in the case of certain Major Modifications.

2.4.5 Right to Develop. Subject to the provisions of Section 3.3 below, during the Term (as defined in Section 9.2 below) of this Agreement, Owner shall have the vested rights (the “Vested Rights”) to (a) develop and construct the Digital Display in accordance with the following: (i) the Digital Display Plans (as the same may be modified from time to time in accordance with this Agreement); (ii) any Minor Modifications approved in accordance with Section 2.4.2; (iii) any Major Modifications which are approved pursuant to Section 2.4.3; and (iv) the requirements and obligations of Owner related to the improvements which are specifically set forth in this Agreement, and (b) operate the Digital Display pursuant to the terms of this Agreement and through the Term of this Agreement. The City shall have no further discretion over the elements of the Digital Display which have been delineated in the Digital Display Plans (as the same may be modified from time to time in accordance with this Agreement).

2.5 Project and Community Benefits. Set forth below in this Section 2.5 are the project and community benefits that will be provided by the Digital Display.

2.5.1 One-Time Community Benefit Contribution. Within thirty (30) Days of issuance of the Digital Display Commencement Date, Owner shall pay a one-time community benefits contribution to the City in the amount of Five Hundred Thousand Dollars ($500,000) (the “One-Time Community Benefit Payment”). If the One-Time Community Benefit Payment is not made on or before June 30, 2027, then it shall escalate by three percent (3%) on June 30, 2027, and annually by three percent (3%) each June 30 thereafter until it is made.

2.5.2 Ongoing Community Benefit Contribution. Commencing on the Digital Display Commencement Date and continuing for each calendar year during the remainder of the Term, Owner shall pay to the City an amount (the “Ongoing Community Benefit Contribution”) equal to the greater of: (a) the Revenue Share Contribution (as set forth in subsection (a) below), and (b) the applicable MAG Contribution (as set forth in subsection (b) below).
(a) Revenue Share Contribution. Owner shall pay to the City (“Revenue Share Contribution”) an amount equal to twenty percent (20%) of the Annual Gross Revenues received for Digital Advertising Services. Such Revenue Share Contribution shall be

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Packet Pg. 1130 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 10 paid annually to the City in accordance with Section 2.5.2(d) below.
(b) Minimum Annual Guaranteed Contribution. Beginning on the Digital Display Commencement Date and in accordance with the timing specified in Section 2.5.2(c) below, Owner shall pay to the City a minimum annual guaranteed payment (the “MAG
Contribution”) equal to Five Hundred Thousand Dollars
($500,000), which amount shall escalate by three percent (3%) commencing on June 30, 2027, and annually by three percent (3%) each June 30 thereafter.

Notwithstanding the foregoing, if the City approves more than nine (9) digital displays in the Digital Display District, as it may be amended from time to time, then commencing with the first quarterly MAG Contribution after such additional digital display’s Digital Display Commencement Date, the MAG Contribution otherwise due under this Agreement shall be reduced by three percent (3%) per digital display exceeding nine (9) (e.g., 3% reduction at the Digital Display Commencement Date for the 10th digital display, additional 3% reduction at the Digital Display Commencement Date for the 11th digital display, etc.).

Notwithstanding anything to the contrary herein, in no event will the City be required to pay or refund any sum to Owner as a result of the MAG Contribution reduction.
(c) Timing of MAG Contribution. Commencing with the Digital Display Commencement Date, the MAG Contribution shall be paid quarterly in arrears to City on or before the thirtieth (30th) day following the expiration of each Calendar Quarter during the Term and shall be prorated for any partial Calendar Quarter based on the number of Days within such time period. Concurrent with payment of the MAG Contribution, Owner shall submit confirmation in writing of the amount of the MAG Contribution paid and
documenting any increases/decreases in the MAG Contribution compared with the prior quarterly MAG Contribution payment including citations to the relevant section of this Agreement supporting any such increase/decrease (e.g. 2.5.2(g) late payment,

2.5.4 failure to meet occupancy threshold, 2.5.2(b) saturation,

2.5.2(h) abatement credit, 3.6 temporary removal) and any relevant documentation.
(d) Revenue Share Contribution Timing. The Revenue Share Contribution shall be paid annually in arrears no later than fortyfive (45) Days following the end of the year to which the Revenue Share is attributable (the “Reconciliation Payment Date”). No later than the Reconciliation Payment Date, Owner shall submit to

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Packet Pg. 1131 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 11 the City a statement of the Revenue Share Contribution calculation for the immediately preceding year (January 1-December 31) along with a reconciliation statement (collectively, the “Reconciliation Statement”), reflecting the calculation of the Revenue Share Contribution due and owing for such calendar year (the “Annual Reconciliation”). If the amount of Revenue Share Contribution payable by Owner set forth in the Reconciliation Statement is more than the amount of MAG Contribution actually paid by Owner for such year (including any Supplemental MAG, if applicable), Owner shall pay the difference between the Revenue Share Contribution and the MAG Contribution (including any
Supplemental MAG, if applicable) paid to the City concurrently with the submission of the Reconciliation Statement for that year. (e) Statements of Annual Gross Receipts; Reconciliation Statement.

The Reconciliation Statement shall be accompanied by the signed certificate of the designated representative of the Owner, certifying specifically that (i) such report presents fairly and accurately reflects the Annual Gross Revenues of the calendar year, and (ii) the said Annual Gross Revenues conform with and are computed in compliance with the definition of Annual Gross Revenues. (f) Records. For the purpose of permitting verification by City of any amount due to City as Revenue Share Contribution, Owner shall keep and preserve, or cause to be kept and preserved by Operator, for at least three (3) years after each calendar year as to such calendar year, and during the Term shall keep at the Property or at Operator’s premises at a designated location in Los Angeles County, a general ledger, required receipts and disbursement journals, and such sales records and other supporting
documentation together with original or duplicate books and records which shall disclose in detail all information required to permit City to verify Gross Revenues and which shall conform to and be in accordance with generally accepted accounting principles consistently applied. Not more than two (2) times per calendar year, after five (5) Business Days advance written notice to Owner or Operator, City or its employees, agents and/or accountants, shall have the right during business hours to make an examination or audit and copy of such books and records relevant to the determination of Gross Revenues (which examination may be conducted physically at the Property or Operator’s premises in Los Angeles County or by Owner or Operator making available such books and records by electronic means). If such audit discloses that, in any calendar year, the Revenue Share Contribution owed to City is greater than the Revenue Share Contribution paid to City for such period, Owner shall pay to City, within ten (10) Days of notice thereof accompanied by reasonable documentary evidence

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Packet Pg. 1132 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 12 thereof, such liability. In addition, if such audit shall disclose that Owner has underpaid by four percent (4%) or more any Revenue Share Contribution payable by Owner, then in such event, within ten (10) Days following written notice by City of the costs of such audit and amount due of the Revenue Share Contribution plus interest accompanied by reasonable documentary evidence thereof, Owner shall pay the cost of such audit, all Revenue Share Contribution then payable, plus interest as set forth in subparagraph (g), below, on such the amount of Revenue Share Contribution owed, calculated from the date such additional Revenue Share Contribution was originally due and payable. In the event Owner fails to pay the costs of audit, Revenue Share Contribution due and interest thereon, within the ten (10) calendar day period specified herein, then such failure shall constitute a Default, as that term is defined in Article 11.
(g) Late Payment. If any installment of the MAG Contribution (including any Supplemental MAG, if applicable) and/or Revenue Share Contribution is not received by City within five (5) Business Days after Owner’s receipt of written notice of such delinquency, then Owner shall pay to City a late charge equal to five percent (5%) of the overdue amount, plus interest on the unpaid amount at five percent (5%) per annum pro rated daily for the delinquency period until paid.
(h) Impairment of Use.
(1) Abatement Event. Subject to the provisions herein, Owner may receive a pro rated daily abatement credit (for the period described in Section 2.5.2(h)(5) below) against the MAG Contribution due to (i) any improvements, landscaping,
vegetation, signage or structures installed or placed by City in the public sidewalks or public right of way after the Effective Date of this Agreement, (ii) utility services necessary to operate the Digital Display being interrupted for a period exceeding two (2) Business Days and such interruption is not caused by the acts or omissions of Owner or any tenant on the Property, which utility services may include, but are not limited to, electric, data, and/or internet service, (iii) commencement of an eminent domain proceeding by City or (iv) the use of the Digital Display or the visibility of the Digital Display are materially impaired as a result of (x) the City’s failure to perform any of its obligations under this Agreement (y) any act, event or condition listed under Section 15.8.1 below, or (z) the acts or omissions of any third party but not

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Packet Pg. 1133 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 13 those of Owner, Operator, or any other tenant on the Property (each individually or collectively constituting an “Abatement Event”).
(2) Abatement Harm. If an Abatement Event occurs, then
abatement shall only apply if the visibility of the Digital Display has been substantially and materially impaired, which results in material adverse impact on Owner’s or Operator’s ability to sell advertisements on the Digital Display or collect revenues from sold advertisements (“Abatement Harm”), as evidenced by any advertiser (whether subject to an advertising contract with Owner or a potential future advertiser or any Operator), rejecting the Owner or Operator’s proof of
performance in the form of photos, canceling such advertising contract or declining to renew or extend advertising time on the Digital Display, or an advertiser declining to purchase advertising time on the Digital Display in each case, directly as a result of the Abatement Event.
(3) Notice of Abatement Event. In the event of any claim by Owner for abatement due to an Abatement Event, Owner shall provide written notice to the City no later than ten (10) Days upon learning of the alleged commencement of the Abatement Event. Owner and City shall meet and confer within five (5) Business Days of City’s receipt of the notice from Owner. (4) Documentation of Abatement Event and Abatement Harm.

Prior to meeting and conferring with the City and as a precondition to receiving any abatement, Owner shall provide a certified claim statement (“Certified Claim”), signed by the designated representative of the Owner, certifying (i) the detailed nature of the claimed Abatement Event and Abatement Harm, (ii) that such claimed impairment will have a material and substantial impact on the revenue generation of the Digital Display and (iii) providing documentation of the Abatement Event and the Abatement Harm, including but not limited to photos and any advertiser communications evidencing a
rejection of the proof of performance, exercising a right of cancellation or refusal to renew, or an advertiser declining to purchase advertising time on the Digital Display due to the Abatement Event (“Claim Documentation”).
(5) Abatement Period. The abatement of the MAG Contribution as permitted by this Section shall commence upon the date Owner provides notice to the City as required by Section 2.5.2(h)(4) and continue so long as the Abatement Harm continues due to the Abatement Event (“Abatement Period”).

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Packet Pg. 1134 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 14 (6) Abatement Credit Timing. Owner understands, acknowledges and agrees that Owner has no right to withhold the MAG
Contribution until and unless the meet and confer period has been completed, and the Owner has provided the Certified Claim and Claim Documentation to City, after which point the City reserves all rights to protest and/or dispute the Certified Claim, or any portion thereof, and exercise its rights under and in accordance with Article 11. The daily abatement credit in this Section 2.5.2(h) shall be applied to the next MAG
Contribution for the Abatement Period. For the avoidance of doubt, (i) the abatement of the MAG Contribution during the Abatement Period shall in no way reduce or abrogate Owner’s obligation to pay City the Revenue Share Contribution in accordance with Section 2.5.2, and (ii) the Abatement Credit shall be deducted from the applicable MAG Contribution and the Owner shall pay City an amount equal to the greater of the Revenue Share Contribution and the MAG Contribution as
adjusted.
(7) Parties’ Collaboration on Abatement Cure. During the meet and confer period provided in subparagraph (h)(3), the Parties shall discuss how to best mitigate and cure the Abatement Event to minimize scope and duration of the Abatement Harm and, if the Abatement Event is attributable to the City under subparagraphs (h)(1)(i), (h)(1)(iii), and (h)(1)(iv)(x), City shall use reasonable good faith efforts to assist with curing such Abatement Event.
(8) No Right to Abatement Attributable to Owner’s Actions.

Notwithstanding any provisions to the contrary, Owner shall have no right to abatement for impairment of use under
subparagraph (h) that are attributable to Owner, Operator, or any other tenant on the Property, including, without limitation, in the event of Owner’s Existing Building repairs, remodeling, reconstruction or redevelopment which is separately governed by Section 3.6.
(9) No City Obligation to Undertake Landscaping Above and Beyond Customary Level of Services. Notwithstanding
anything to the contrary in this Agreement, City has no obligation to provide any public services above and beyond the customary level of services provided by City in the vicinity of the Digital Display as of the Effective Date, including, without limitation, tree trimming.

(i) Breach or Default. Without limiting the generality of Article 11, events of Breach or Default shall include: (i) Owner’s failure to pay any amounts owed to City within fourteen (14) Days of when

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Packet Pg. 1135 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 15 due; (ii) Owner’s failure to provide a Reconciliation Statement within fourteen (14) Days of when due; (iii) an audit by City disclosing an underpayment to City of more than four percent (4%); and (iv) City’s inability to perform an audit in accordance with generally accepted auditing standards because Owner has failed to maintain records and/or provide access in accordance with this Agreement. Nothing in this Section modifies the notice and cure provisions in Article 11 applicable to events of Breach or Default.
(j) Public Records Act Request. As the Reconciliation Statement and/or other information provided by Owner to the City pursuant to this Agreement may contain confidential and/or propriety financial information and/or trade secrets, City agrees it shall notify Owner upon receipt of a Public Records Act (Gov’t Code Sections 7920, et seq.) request pertaining to any Reconciliation or other financial documents provided by Owner pursuant to this Agreement and shall not provide access to any such documents to the requesting party or any members of the public unless and until the City has notified Owner in writing of the request and provided Owner with at least ten (10) Days to object to disclosure of such documents on the basis such information is exempt from disclosure under the Public Records Act. If Owner notifies the City in writing of such an objection within the ten (10) day period, then City shall not provide such documents to the requesting party or any other member of the public except in the event of a court order and provided Owner fully indemnifies and defends the City in any litigation related to the withholding of such documents. Nothing in this Agreement shall constitute a waiver or diminishment of any of the exemptions to disclosure provided in the California Public Records Act or other law.

2.5.3 City and Art Content Allocation. Owner shall provide for the display of “City Content Allocation” in accordance with Digital Display District Ordinance. (a) Flexible Use. Any of the City Content Allocation not used by the City may, in the City’s sole discretion, be relinquished back to Owner at no cost so that Owner may, at its sole discretion, either (1) make it available for paid advertising or (2) display non-City art and civic and/or charitable programming. If used for paid advertising, revenue generated shall be considered as part of the Annual Gross Revenues.
(b) Reporting and Recordkeeping. On an annual basis prior to or concurrent with delivery of the Reconciliation Statement, the Owner shall provide the City Manager with a report demonstrating compliance with the City Content Allocation as specified in this Section 2.5.3 for the prior calendar year. The annual City Content Allocation report will include playback logs sourced from the content management system used to operate the Digital Display. The playback logs will indicate times and durations of all the various paid advertising and all other non-commercial content that has been displayed over the past year, as well as a

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Packet Pg. 1136 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 16 cumulative summary of all commercial and non-commercial content displayed over that timeframe. The playback logs shall be retained by Owner or its third-party advertising Operator for a minimum of three (3) years following the conclusion of the calendar year to which such records pertain.

2.5.4 Existing Building Occupancy.
(a) Occupancy Threshold. Beginning on the Digital Display Commencement Date, if either (i) more than fifty percent (50%) of the rentable floor area within the Existing Building or (ii) the entire ground floor level of the Existing Building ("Occupancy Threshold") remains unoccupied for more than twelve (12) consecutive months during the Term, then for the period commencing on the first (1st) day following such twelve (12) month period and ending on the first (1st) day thereafter that the occupancy level of the Existing Building satisfies the Occupancy Threshold (“Occupancy Threshold Period”), the MAG Contribution shall be increased by twenty-five percent (25%) (non-compounded) on a daily prorated basis during the Occupancy Threshold Period (“Supplemental MAG Contribution”).

Any late payments of the Supplemental MAG Contribution shall be subject to Section 2.5.2(g). (b) Payment of Supplemental MAG Contribution. The Supplemental MAG Contribution shall be applied to the next MAG Contribution following the commencement of the Occupancy Threshold Period. For the avoidance of doubt, the payment of the Supplemental MAG Contribution shall in no way reduce or abrogate Owner’s obligation to pay City the Revenue Share Contribution in accordance with Section 2.5.2. (c) Deferment of Commencement of Occupancy Threshold Period. In the event that the occupancy level of the Existing Building is beneath the Occupancy Threshold and the Owner is using reasonable good faith efforts to cause the occupancy level of the Existing Building to satisfy the Occupancy Threshold (and has provided City with reasonable supporting documentation of such commercially reasonable efforts), then the City Manager may provide up to one twelve (12) month extension before the Supplemental MAG Contribution is owed to City.

Moreover, rentable floor area in the Existing Building shall not be deemed unoccupied for the purposes of this paragraph if (A) such floor area is leased to a tenant under a lease that existed as of the Effective Date, (B) such lease prevents the tenant from being held in default solely for ceasing operations, provided other lease terms (e.g., rent payments) are fulfilled, and (C) such non-continuous operation provision (or similar) is the primary reason that Owner has not terminated such lease in order to place a new tenant into such floor area. (d) Major Repair, Remodeling or Reconstruction. During any period that any major repair, remodeling or reconstruction is being undertaken with respect to the Existing Building, which prevents occupancy of the building by one or more commercial tenants during the period of such major repair, remodeling or reconstruction, the occupancy level of the Existing Building shall be deemed to satisfy the Occupancy Threshold, regardless of the actual occupancy level of the Existing Building during such period, provided that the repair, remodeling or reconstruction is proceeding with due diligence under an active Building Permit and in no event for longer than a period of eighteen (18) months, which time can be extended by the City Manager based on substantial evidence that the failure to achieve the Occupancy Threshold is based on any of the events occurring under Section 15.8.1. The eighteen (18) month period shall begin to run from the date that the Owner obtains an active and valid building permit

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Packet Pg. 1137 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 17 that has been issued by the City to undergo the applicable repair, remodeling or reconstruction.

The occupancy level of the Existing Building shall also be deemed to satisfy the Occupancy Threshold, regardless of the actual occupancy level of the Existing Building during such period that Owner has active and valid permits that have been issued by the City for the Existing Building to undergo mandatory seismic strengthening required under the City’s Seismic Retrofit Ordinance, or other work necessary to comply with any applicable laws or regulations implemented following the Effective Date, provided that the work is being diligently pursued, as determined by the City Manager or designee.
(e) The Supplemental MAG Contribution is the City's sole and exclusive remedy for the failure to meet the Occupancy Threshold and failure to satisfy the Occupancy Threshold shall not constitute a Default by Owner so long as Owner is paying the increased MAG Contribution required by subsection (a). Notwithstanding the foregoing remedy, (i) if the occupancy level of the Existing Building is beneath the Occupancy Threshold for more than (3) consecutive years during the Term, City may as an alternative sole and exclusive remedy, subject to the notice and cure provisions of Article 11, obligate Owner to shut off the Digital Display until such time as the Occupancy Threshold is met and (ii) if the occupancy level of the Existing Building is beneath the Occupancy Threshold for more than five (5) consecutive years during the Term and the Owner does not demonstrate good faith efforts to lease rentable floor area or entire ground floor area of the Existing Building, City may, subject to the notice and cure provisions of Article 11, terminate this Agreement. (f) On an annual basis concurrent with delivery of the Reconciliation Statement, Owner shall notify the City in writing whether the Occupancy Threshold is satisfied, and if it is not satisfied, the date the Existing Building first failed to satisfy the Occupancy Threshold.

2.6 Maintenance and Upgrades. After the Building Official’s final approval or signoff, as applicable, for the Digital Display and for as long as the Digital Display is in place, Owner shall maintain the Digital Display (including its support structure) in safe, attractive and good condition, clean and free of graffiti. In the event the Digital Display malfunctions or becomes damaged or otherwise requires repair, Owner shall complete the needed repair as soon as practicable and in any event respond within one (1) Business Day after receiving notice from the City of the need for maintenance. Provided that any such repair work is limited to the Digital Display itself or its entablature, no City approvals will be required. In addition, Owner may replace, update, or upgrade all or any portion of the Digital Display provided that (a) the size and orientation of the Digital Display are not altered and (b) the Digital Display complies with the Digital Display District Ordinance. Any modifications proposed as part of the replacement, update or upgrade of the Digital Display shall be reviewed under Sections 2.4.2-2.4.4 and/or Article 6, as applicable.

2.7 Removal of Digital Display. At the end of the Term of this Agreement (or if this Agreement is terminated earlier pursuant to this Agreement), Owner shall remove the Digital Display and patch/repair the façades of the Existing Building. Notwithstanding the foregoing, Owner shall not be required to remove the Digital Display if Owner and City have entered into an extension of this Agreement or a new agreement regarding the continued operation of the Digital Display on the Property. Further, Owner shall not be required to remove the Digital

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Packet Pg. 1138 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 18 Display for up to six (6) months following such expiration or termination if Owner and the City are in reasonable good faith negotiations to enter into a new agreement regarding the operation of the Digital Display and the City Manager has approved such non-removal.

2.8 Projections, Design, and Operation Standards.
(a) Projections from the Existing Building, design, and operation of the Digital Display shall conform to the Digital Display District Ordinance. (b) Exemption From City Sign Code. For avoidance of doubt, the Digital Display shall be exempt from the City’s Sign Code (SMMC Chapter 9.61).

2.9 Coastal Commission Review. After the Effective Date of the Development Agreement, the Community Development Director, or his or her designee, shall provide Owner with a fully completed and executed Section 2 of the Local Agency Review Form (Appendix B of the Coastal Development Permit Application) and shall stamp and return to Owner two sets of Digital Display Plans within 15 Days after receiving such a written request and the associated processing fee from Owner.

2.10 Owner Solely Responsible for Compliance with The Terms and Conditions of this Agreement. Owner shall comply with any act or obligation to be performed by or on the part of Owner under the terms of this Agreement or cause Operator to comply with any act or obligation to be performed by or on the part of Owner under the terms of this Agreement, with the same force and effect as if performed by Owner. Operator’s failure to comply with the terms of this Agreement shall not be deemed to excuse Owner’s obligations under this Agreement and City shall have no obligation to seek any remedies against Operator for Operator’s violation of this Agreement, it being understood, acknowledged and agreed to by Owner that Owner is solely responsible for the obligations attributed to Owner under this Agreement.

2.11 Operator Not a Third-Party Beneficiary to this Agreement. Owner understands, acknowledges and agrees that Operator is not a third party beneficiary to this Agreement. As a condition precedent to the Effectiveness of this Agreement, Operator shall acknowledge and consent, on behalf of itself and its successors and assigns, that Operator has no right to claim third party beneficiary status under this Agreement.

2.12 Relationship to Owner/Operator Agreements. Nothing in this Agreement modifies any agreements between Owner and Operator as between themselves, separate and apart from the obligations to the City.

ARTICLE 3

CONSTRUCTION

3.1 [Reserved.]

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Packet Pg. 1139 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 19 3.2 Construction Hours. Owner shall be permitted to perform construction related to the Digital Display between the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday, and 9:00 a.m. to 5:00 p.m. Saturday; provided that interior construction work which does not generate noise of more than thirty (30) decibels beyond the Property’s property lines may also be performed between the hours of 7:00 a.m. to 8:00 a.m. and 6:00 p.m. to 7:00 p.m. Monday through Friday, and 8:00 a.m. to 9:00 a.m. and 5:00 p.m. to 6:00 p.m. Saturday. Notwithstanding the foregoing, pursuant to SMMC Section 4.12.110(e), Owner has the right to seek a permit from the City authorizing construction activity during the times otherwise prohibited by this Section.

3.3 Outside Building Permit Issuance Date.
i. Subject to Section 3.5, if Owner has not been issued a building permit for the Digital Display by the “Outside Building Permit Issuance Date” (defined below), then on the day after the Outside Building Permit Issuance Date, without any further action by either Party, this Agreement shall automatically terminate and be of no further force or effect. For purposes of clarity, if Owner has not been issued a building permit for the Digital Display by the Outside Building Permit Issuance Date, the City shall not be required to pursue its remedies under Section 11.4 of this Agreement, and this Agreement shall, instead, automatically terminate. “Outside Building Permit Issuance Date” means the date that is two (2) years after the Effective Date; provided that the Outside Building Permit Issuance Date shall automatically be extended by applicable Excusable Delays and otherwise in accordance with the remainder of this Article 3.
ii. If the approval by the California Coastal Commission of the Digital Display does not occur within six (6) months of the submittal by Owner to the Coastal Commission, then the Outside Building Permit Issuance Date shall automatically be extended one month for each additional month or partial month greater than six (6) that the Coastal Commission approval is delayed. If issuance of the building permit for the Digital Display does not occur within four (4) months of Owner’s submittal of a complete plan check application for the Digital Display and Owner is diligently processing such plan check application, including, without limitation, responding in a timely and responsive manner to City building official comments, then the Outside Building Permit Issuance Date shall automatically be extended one month for each additional month or partial month greater than four (4) that the building permit issuance is delayed.
iii. At any time after the Effective Date but before the Outside Building Permit Issuance Date, Owner may deliver written notice to the Community Development Director, requesting an extension of the Outside Building Permit Issuance Date for an additional twelve (12) months. The Community Development Director shall grant such extension if Owner can demonstrate substantial progress has been made towards obtaining a building permit and show reasonable cause why Owner will not be able to obtain the building permit for the Digital Display by the Outside Building Permit Issuance Date and can demonstrate that: (a) the condition of the Property will not adversely affect public health or safety and (b) the continued delay will not create any unreasonable visual or physical detriment to the neighborhood.

3.4 Construction Period. Construction of the Digital Display shall be completed no later than eighteen (18) months from issuance of the building permit. If a building permit for all

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Packet Pg. 1140 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 20 or part of the Digital Display expires (e.g., is not timely exercised) or lapses and the Outside Building Permit Issuance Date has not expired, Owner may file for renewal of such building permit or a new/replacement building permit prior to the Outside Building Permit Issuance Date, as it may be extended pursuant to Section 3.3 above.

3.5 Extended Vested Rights. Notwithstanding any other provision of this Agreement, if prior to the Outside Building Permit Issuance Date (as it may be extended) and/or end of the construction period in Section 3.4, Owner pays to the City twenty-five percent (25%) of the MAG Contribution specified in Section 2.5.2(b) prorated on a daily basis (“Partial MAG Payment”), then the Outside Building Permit Issuance Date and/or the construction period specified in Section 3.4, as applicable, shall automatically be extended so long as such Partial MAG Payment continues quarterly up to a maximum of five (5) years from the Effective Date; provided, however, that City shall have, as its exclusive remedy, the right to terminate this Agreement, subject to the notice and cure provisions under Article 11 if the Outside Building Permit Issuance Date extends beyond five (5) years from the Effective Date and/or the construction period specified in Section 3.4 extends beyond three (3) years.

3.6 Existing Building Repairs, Remodeling, Reconstruction or Redevelopment and/or Digital Display Damage. In the event that (a) the Existing Building undergoes a major repair, remodeling, reconstruction or redevelopment that results in or requires removal of the Digital Display or (b) the Digital Display is damaged or destroyed so as to be inoperable during the Term of this Agreement due to actions or events that are outside the reasonable control of the Owner, Operator, or any other tenant on the Property:
i. Owner shall be entitled to reinstall and/or reconstruct the Digital Display in accordance with this Agreement if: (a) the major repair, remodeling, reconstruction or redevelopment that results in or requires removal of any of the Digital Displays is proceeding with due diligence and (b) the Owner is not in Breach of this Agreement. ii. The Term of this Agreement shall toll during the period the Digital Display is removed and shall resume on the date of issuance of a certificate of occupancy (or final building permit signoff, as applicable) for the reconstructed Digital Display by the applicable City building authorities (the “Temporary Removal Period”). For the avoidance of doubt, the MAG Contribution shall continue to escalate in accordance with Section 2.5.2(b) during any Temporary Removal Period.
iii. The MAG Contribution in Section 2.5 shall abate on a day-for-day basis during any Temporary Removal Period. Notwithstanding the foregoing, if at Owner’s election, in its sole discretion, and with City approval, Owner installs temporary scaffolding to allow a temporary substitute for the Digital Display to be installed on the Property during any Temporary Removal Period, Owner shall pay the City ten percent (10%) of Gross Revenues from the temporary substitute display no later than sixty (60) Days from the end of the Temporary Removal Period.

3.7 City Termination Option. Notwithstanding anything in the foregoing to the contrary, in the event the Temporary Removal Period (x) exceeds three (3) years under the circumstances described in Section 3.6(a) (the Existing Building undergoes a major repair,

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Packet Pg. 1141 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 21 remodeling, reconstruction or redevelopment that requires removal of the Digital Display) and such circumstances are not caused by any act, event or condition listed under Section 15.8.1(a); (y) exceeds six (6) years under the circumstances described in Section 3.6(a) (the Existing Building undergoes a major repair, remodeling, reconstruction or redevelopment that requires removal of the Digital Display) and such circumstances are caused by any act, event or condition listed under Section 15.8.1; or (z) exceeds eighteen (18) months under the circumstances described in Section 3.6(b) (the Digital Display is damaged or destroyed during the Term of this Agreement), then the City may exercise, as its exclusive remedy, the right to terminate this Agreement, subject to the notice and cure provisions under Article 11. Alternatively, if the City does not exercise its right to terminate this Agreement, the Partial MAG Payment shall continue for so long as the City does not exercise the right to terminate.

ARTICLE 4

FEES, EXACTIONS, AND CONDITIONS

4.1 Fees, Exactions, and Conditions. Except as expressly set forth in Section 2.5 (relating to Community Benefits), Section 4.2 (relating to modifications), and Section 5.2 (relating to Subsequent Code Changes) below, the City shall charge and impose only those fees, exactions, conditions, and standards of construction set forth in this Agreement, including Exhibits “D” and “E”, respectively, attached hereto, and no others. If any of the conditions set forth on Exhibit “D” is satisfied by others, Owner shall be deemed to have satisfied such conditions. Notwithstanding the foregoing, except to the extent specifically provided otherwise, this Agreement does not require Owner to pay any exactions nor implement any conditions of approval if Owner does not obtain a building permit for the Digital Display prior to expiration of the Outside Building Permit Issuance Date including any extensions thereof or any tolling thereof in accordance with Section 3.3.

4.2 Conditions on Modifications. The City may impose fees, exactions, and conditions in connection with its approval of Minor or Major Modifications, provided that all fees, exactions, and conditions shall be in accordance with any applicable law.

4.3 Implementation of Conditions of Approval. Owner shall be responsible to adhere to the conditions of approval set forth in Exhibit “D” in accordance with the timelines established in Exhibit "D".

ARTICLE 5

EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS

5.1 Development Standards for the Digital Display; Existing Regulations. The following development standards and restrictions set forth in this Section 5.1 govern the use and development of the Digital Display and shall constitute the Existing Regulations, except as otherwise expressly required by this Agreement. Nothing herein shall be deemed to apply to the Existing Building, excluding the Digital Display.

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Packet Pg. 1142 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 22 5.1.1 Defined Terms. The following terms shall have the meanings set forth below:
(a) “Existing Regulations” collectively means all of the following which are in force and effect as of the Effective Date: (i) the General Plan (including, without limitation, the LUCE); (ii) the DCP, (iii) the Zoning Ordinance except as modified herein; (iv) the Digital Display District Ordinance; (v) any and all ordinances, rules, regulations, standards, specifications and official policies of the City governing, regulating or affecting the design, development, building, construction, occupancy or use of buildings, signs/billboards, and improvements or any exactions therefore, except as amended by this Agreement; (v) the City’s 1992 LUP; and (vi) the development standards and procedures in Article 2 of this Agreement. (b) “Subsequent Code Changes” collectively means all of the following which are adopted or approved subsequent to the Effective Date, whether such adoption or approval is by the City Council, any department, division, office, board, commission or other agency of the City, by the people of the City through charter amendment, referendum, initiative or other ballot measure, or by any other method or procedure: (i) any amendments, revisions, additions or deletions to the Existing Regulations; or (ii) new codes, ordinances, rules, regulations, standards, specifications and official policies of the City governing or affecting the design, development, construction, occupancy or use of building, signs/billboards, or improvements or any exactions therefor. “Subsequent Code Changes” includes, without limitation, any amendments, revisions or additions to the Existing Regulations imposing or requiring the payment of any fee, special assessment or tax.

5.1.2 Existing Regulations Govern the Digital Display. Except as provided in Section 5.2, development of the improvements that will comprise the Digital Display, including without limitation, the development standards for the design, development, construction, or use of such Digital Display, and any exactions therefore, shall be governed by the Existing Regulations. The City agrees that this Agreement is consistent with the Digital Display District Ordinance, General Plan, including the LUCE and the DCP, and the 1992 LUP. Any provisions of the Existing Regulations inconsistent with the provisions of this Agreement, to the extent of such inconsistencies and not further, are hereby deemed modified to that extent necessary to effectuate the provisions of this Agreement. The Digital Display shall be exempt from: (a) all Discretionary Approvals or review by the City or any agency or body thereof, other than review of modifications to the Digital Display as expressly set forth in Sections 2.4.2 and 2.4.3; (b) the application of any subsequent local sign, billboard, and/or digital display moratoria, sign, billboard, and/or digital display rationing systems or other restrictions on sign, billboard, and/or digital displays which would adversely affect the rate, timing, or phasing of construction of the Digital Display, and (c) Subsequent Code Changes which are inconsistent with this Agreement.

5.2 Permitted Subsequent Code Changes.
(a) Applicable Subsequent Code Changes. Notwithstanding the terms of Section 5.1, this Agreement shall not prevent the City from applying to the Digital Display the following Subsequent Code Changes set forth below in this Section 5.2(a). Processing fees and charges imposed by the City to cover the estimated actual costs to City of processing applications for development approvals including: (i) all application, permit, and processing fees

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Packet Pg. 1143 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 23 incurred for the processing of this Agreement, any administrative approval of a Minor Modification, or any amendment of this Agreement in connection with a Major Modification; (ii) all building plan check and building inspection fees for work on the Digital Display in effect at the time an application for a grading permit or building permit is applied for; (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by Owner; (iv) fees for monitoring compliance with any development approvals; (v) and utility charges.
(b) General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the Property or to businesses occupying the Property; provided that (i) the tax is of general applicability City-wide and does not burden the Property disproportionately to other similar developments within the City; and (ii) the tax is not a levy, assessment, fee or tax imposed for the purpose of funding public or private improvements on other property located within the Downtown Community Plan area as of the Effective Date.
(c) Procedural regulations relating to hearing bodies, petitions, applications, notices, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters, do not result in any unreasonable decision-making delays and do not affect the substantive findings by the City in approving this Agreement or as otherwise established in this Agreement. (d) Regulations governing construction standards and specifications which are of general application that establish standards for the construction and installation of structures and associated improvements, including, without limitation, the City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code; provided that such construction standards and specifications are applied on a City-wide basis and do not otherwise limit or impair the Digital Display approvals granted in this Agreement unless adopted to meet (i) health and safety concerns or (ii) in the event of replacement of the Digital Display during the Term, City-wide green building or energy standards clearly applicable to electronic digital displays.
(e) Any City regulations to which Owner has consented in writing, which consent may be withheld by Owner in its sole discretion. (f) Collection of such fees or exactions as are imposed and set by governmental entities not controlled by City but which are required to be collected by City. (g) Wastewater/water connection fees, including capital facility and construction fees, which are adopted by the City Council from time to time and apply generally throughout the City.
(h) Regulations which do not impair the rights and approvals granted to Owner under this Agreement. For the purposes of this Section 5.2.1(h), regulations which impair Owner’s rights or approvals include, but are not limited to, regulations which (i) materially increase the cost of the Digital Display (except as provided in Section 5.2.1(a), (b), and (d) above), (ii) materially delay development of the Digital Display or would cause a

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Packet Pg. 1144 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 24 material change in the uses of the Digital Display as provided in this Agreement, or (iii) materially impair the development, operation or use of the Digital Display. (i) Generally applicable codes or actions necessary to comply with a declaration of a Water Shortage Emergency pursuant to the California Water Code.

5.2.2 New Rules and Regulations. This Agreement shall not be construed to prevent the City from applying new rules, regulations and policies in those circumstances specified in Government Code Section 65866.

5.2.3 State or Federal Laws. In the event that state or federal laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations; provided that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce.

5.3 Common Set of Existing Regulations. Prior to the Effective Date, the City and Owner shall use reasonable efforts to identify, assemble and copy three identical sets of the Existing Regulations, to be retained by the City and Owner, so that if it becomes necessary in the future to refer to any of the Existing Regulations, there will be a common set of the Existing Regulations available to all Parties.

5.4 Conflicting Enactments. Except as provided in Section 5.2 above, any Subsequent Code Change which would conflict in any way with or be more restrictive than the Existing Regulations shall not be applied by the City to any portion of the Digital Display.

Owner may, in its sole discretion, give the City written notice of its election to have any Subsequent Code Change applied to any portion of the Digital Display as it may have an interest in, in which case such Subsequent Code Change shall be deemed to be an Existing Regulation insofar as that portion of the Digital Display is concerned. If there is any conflict or inconsistency between the terms and conditions of this Agreement and the Existing Regulations, the terms and conditions of this Agreement shall control.

5.5 Timing of Development. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties’ agreement. It is the intent of Owner and the City to cure that deficiency by expressly acknowledging and providing that any Subsequent Code Change that purports to limit the installation and/or operation of the Digital Display shall not prevail over this Agreement.

ARTICLE 6

DESIGN APPROVAL
Notwithstanding any provision of the SMMC or any interim zoning ordinance to the contrary,

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Packet Pg. 1145 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 25 the Digital Display District Ordinance shall set forth the design approval required, if any, for the Digital Display’s design, colors, and/or materials.

ARTICLE 7

CITY TECHNICAL PERMITS

7.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

7.1.1 “Technical City Permits” means any Ministerial Approvals, consents or permits from the City or any office, board, commission, department, division or agency of the City, which are necessary for the actual construction of the Digital Display or any portion thereof in accordance with the Digital Display Plans and this Agreement. Technical City Permits include, without limitation (a) building permits, (b) related mechanical, electrical, plumbing and other technical permits, (c) demolition, excavation and grading permits, (d) encroachment permits, (e) off-site improvement permits, and (f) temporary and final certificates of occupancy.

7.1.2 “Technical Permit Applications” means any applications required to be filed by Owner for any Technical City Permits.

7.2 Diligent Action by City.

7.2.1 Upon satisfaction of the conditions set forth in Section 7.3, the City shall accept the Technical Permit Applications filed by Owner with the City and shall diligently proceed to process such Technical Permit Applications to completion.

7.2.2 Upon satisfaction of the conditions set forth in Section 7.3, the City shall diligently issue the Technical City Permits which are the subject of the Technical Permit Applications.

7.3 Conditions for Diligent Action by the City.

7.3.1 Acceptance and Processing of Technical Permit Applications. The obligation of the City to accept and diligently process the Technical Permit Applications which are filed by Owner for the Digital Display, and then issue the Technical City Permits for the Digital Display, is subject to the satisfaction of the following conditions:
(a) Owner shall have completed and filed all Technical Permit Applications which are required under the administrative procedures and policies of the City which are in effect on the date when the Technical Permit Application is filed; provided that such procedures and policies are uniformly in force and effect throughout the City; and (b) Owner shall have paid all processing and permit fees established by the City in connection with the filing and processing of any Technical Permit Application which are in effect on the date when the Technical Permit Application is filed; provided that such fees are uniformly in force and effect throughout the City.

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Packet Pg. 1146 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 26 7.3.2 Issuance of a Technical City Permit. The obligation of the City to issue a Technical City Permit for the Digital Display which is the subject of a Technical Permit Application filed by Owner is subject to the satisfaction of the following conditions (and only such conditions and no others):
(a) Owner shall have complied with all of its obligations under this Agreement, including those in Exhibit “D”, which are required to be performed prior to or concurrent with the issuance of the Technical City Permits for the proposed Digital Display; (b) Owner shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Technical City Permits for the proposed Digital Display or offsite improvements, as applicable;
(c) The proposed Digital Display conforms to the development standards for such Digital Display established in this Agreement. In the event that a proposed Digital Display is not in conformance with the development standards, Owner shall have the right to seek any relief from such standards under the procedures then available in the City; and (d) The proposed Digital Display or offsite improvements, as applicable, conforms to the Administrative and Technical Construction Codes of the City (Article VIII of the SMMC) (the “Technical Codes”) in effect on the date that the Technical Permit Application is filed.

7.3.3 New Technical Requirements. From time to time, the City’s Technical Codes may be amended to meet new technical requirements related to techniques of building and construction/installation of digital displays. If the sole means of achieving compliance for the Digital Display with such revisions to the Technical Codes made after the Effective Date (“New Technical Requirements”) would require an increase from the allowable Projections from Buildings into Minimum Setbacks or Height Projections established in this Agreement for the Digital Display, then the Community Development Director is hereby authorized to grant Owner limited relief from the allowable Projections from Buildings into Minimum Setbacks or Height Projections without amending this Agreement if the requested relief is in compliance with the City’s General Plan. Any such approval shall be granted only after the Community Development Director’s receipt of a written request for such relief from Owner. Owner is required to supply the Community Development Director with written documentation of the fact that compliance with the New Technical Requirements cannot be achieved by some other method. Any such relief shall only be granted to the extent necessary in the Community Development Director’s determination for Owner to comply with the New Technical Requirements.

7.4 Duration of Technical City Permits. The duration of Technical City Permits issued by the City for the Digital Display, and any extensions of the time period during which such Technical City Permits remain valid, shall be established in accordance with the Technical Codes in effect at the time that the Technical City Permits are issued. Subject to Section 3.4, the lapse or expiration of a Technical City Permit shall not preclude or impair Owner from subsequently filing another Technical Permit Application for the same matter during the Term of

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Packet Pg. 1147 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 27 this Agreement, which shall be processed by the City in accordance with the provisions of this Article 7. Notwithstanding anything to the contrary in this Agreement, if Owner obtains building permits for the Digital Display and, at any time after the Outside Building Permit Issuance Date, such building permits expire or are revoked pursuant to the applicable terms of the SMMC (as the same may be amended from time to time), then Owner may not subsequently apply for new building permits for the Digital Display without first obtaining the prior written consent of the Community Development Director, which may be granted or withheld in the Community Development Director’s sole discretion.

ARTICLE 8

AMENDMENT AND MODIFICATION

8.1 Amendment and Modification of Development Agreement. Except as provided in Section 2.4.2, subject to the notice and hearing requirements of the applicable Development Agreement Statutes, this Agreement may be modified or amended from time to time only with the written consent of Owner and the City or their successors and assigns in accordance with the provisions of the SMMC and Section 65868 of the California Government Code.

ARTICLE 9
TERM

9.1 Effective Date. This Agreement shall be dated, and the obligations of the Parties hereunder shall be effective as of the date upon which both (i) the Digital Display District Ordinance and (ii) the ordinance approving this Agreement becomes effective (the “Effective Date”). The Parties shall execute this Agreement within ten (10) Business Days of the Effective Date.

9.2 Term.

9.2.1 Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue for thirty (30) years thereafter (the “Term”), unless the Term is otherwise terminated pursuant to Section 11.4, after the satisfaction of all applicable public hearing and related procedural requirements, or pursuant to Section 3.3 or Section 9.2.2.

Notwithstanding the foregoing, if the approval by the California Coastal Commission of the Digital Display does not occur within six (6) months of the submittal by Owner of the Digital Display to the Coastal Commission, then the Term shall automatically be extended one month for each additional month or partial month greater than six (6) months that the Coastal Commission approval is delayed; provided, however, that Owner is diligently pursuing Coastal Commission approval. Nothing in this Section 9.2.1 modifies any tolling of the Term provided for in other sections of this Agreement, including Section 3.6(ii).

9.2.2 Early Removal and Termination. At or after three (3) years after the Digital Display Commencement Date, Owner may, at its sole discretion, remove the Digital Display. Prior to removal of the Digital Display, Owner shall provide the City with at least one hundred twenty (120) Days notice of its election to remove the Digital Display and terminate this

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Packet Pg. 1148 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 28 Agreement. Such notice shall specify the date Owner intends to remove the Digital Display (the “Early Termination Date”). Upon Owner’s removal of the Digital Display in accordance with Section 2.7 and payment of any outstanding Ongoing Community Benefit Contribution accrued through the Early Termination Date plus an early termination fee in the amount of Two Hundred and Fifty Thousand Dollars ($250,000) (the “Early Termination Fee”), this Agreement shall automatically terminate.

9.2.3 Termination Certificate. Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

9.2.4 Effect of Termination. Except as expressly provided herein, none of the Parties' respective rights and obligations under this Agreement shall survive the Term.

9.2.5 Extensions Available. Prior to its expiration, the Term of this Agreement may be extended for up to two (2) – ten (10) year extensions without the necessity of filing and processing an application to amend this Agreement; provided, however, that (i) each such extension shall be subject to the mutual agreement the Owner and City Manager, each acting in their sole discretion, and shall, upon mutual agreement, be memorialized in the form of an amendment to this Agreement; and (ii) Owner provides documentation of a current leasing or licensing contract between Owner and a billboard operator to evidence continuing use of the Digital Display beyond the original Term, as extended by any authorized extension. Owner understands, acknowledges, and agrees that such amendment to be negotiated may include revisions to this Agreement, including, without limitation, Section 2.5.

ARTICLE 10

PERIODIC REVIEW OF COMPLIANCE

10.1 City Review. The City shall review compliance with this Agreement once each year, on or before March 31st (each, a “Periodic Review”), in accordance with this Article 10 in order to determine whether or not Owner is out-of-compliance with any specific term or provision of this Agreement.

10.2 Evidence of Reasonable Good Faith Compliance. On or before October 1st of each year, Owner shall deliver to the City a written report demonstrating that Owner has been in reasonable good faith compliance with this Agreement during the twelve (12) month period prior to the anniversary of the Effective Date. The written report shall be provided in the form established by the City at the time of the first annual report, if any, which form shall not change materially thereafter without Owner’s consent. For purposes of this Agreement, the phrase “reasonable good faith compliance” shall mean the following: (a) compliance by Owner with the requirements of the Existing Regulations, except as otherwise modified by this Agreement; and (b) compliance by Owner with the terms and conditions of this Agreement, subject to the existence of any specified Excusable Delays (as defined in Section 15.8 below) which prevented or delayed the timely performance by Owner of any of its obligations under this Agreement.

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Packet Pg. 1149 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 29 Without limiting the generality of the foregoing, demonstration of reasonable good faith compliance shall mean Owner’s satisfaction of requirements under Section 2.5.2 at the time that the report is submitted.

10.3 Information to be Provided to Owner. Prior to any public hearing concerning the Periodic Review of this Agreement, the City shall deliver to Owner a copy of all staff reports prepared in connection with a Periodic Review, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review. If the City delivers to Owner a Notice of Breach pursuant to Section 11.1 below, the City shall concurrently deliver to Owner a copy of all staff reports prepared in connection with such Notice of Breach, all written comments from the public, and all related exhibits concerning such Notice of Breach.

10.4 Notice of Breach; Cure Rights. If during any Periodic Review, the City reasonably concludes on the basis of substantial evidence that Owner has not demonstrated that it is in reasonable good faith compliance with this Agreement, then the City may issue and deliver to Owner a written Notice of Breach pursuant to Section 11.1 below, and Owner shall have the opportunity to cure the default identified in the Notice of Breach during the cure periods and in the manner provided by Section 11.2 and Section 11.3, as applicable.

10.5 Failure of Periodic Review. The City’s failure to review at least annually compliance by Owner with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement.

10.6 Termination of Development Agreement. If Owner fails to timely cure any material item(s) of non-compliance set forth in a Notice of Breach, then the City shall have the right but not the obligation to initiate proceedings for the purpose of terminating this Agreement pursuant to Section 11.4 below.

10.7 City Cost Recovery. Following completion of each Periodic Review, Owner shall reimburse the City for its actual and reasonable costs incurred in connection with such review after provision of a reasonably detailed invoice by the City.

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Packet Pg. 1150 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 30 ARTICLE 11

DEFAULT

11.1 Notice and Cure.

11.1.1 Breach. If either Party fails to substantially perform any term, covenant or condition of this Agreement which is required on its part to be performed (a “Breach” or “Default”), the non-defaulting Party shall have those rights and remedies provided in this Agreement; provided that such non-defaulting Party has first sent a written notice of Breach (a “Notice of Breach”), in the manner required by Section 15.1, specifying the precise nature of the alleged Breach (including references to pertinent Sections of this Agreement and the Existing Regulations or Subsequent Code Changes alleged to have been breached), and the manner in which the alleged Breach may satisfactorily be cured. If the City alleges a Breach by Owner, the City shall also deliver a copy of the Notice of Breach to any Secured Lender of Owner which has delivered a Request for Notice to the City in accordance with Article 12.

11.1.2 Monetary Breach. In the case of a monetary Breach by Owner, Owner shall promptly commence to cure the identified Breach and shall complete the cure of such Breach within sixty (60) Days after receipt by Owner of the Notice of Breach; provided that if such monetary Breach is the result of an Excusable Delay or the cure of the same is delayed as a result of an Excusable Delay, Owner shall deliver to the City reasonable evidence of the Excusable Delay.

11.1.3 Non-Monetary Breach. In the case of a non-monetary Breach by either Party, the alleged defaulting Party shall promptly commence to cure the identified Breach and shall diligently prosecute such cure to completion; provided that the defaulting Party shall complete such cure within thirty (30) Days after receipt of the Notice of Breach or provide evidence of Excusable Delay that prevents or delays the completion of such cure. The thirty (30) day cure period for a non-monetary Breach shall be extended as is reasonably necessary to remedy such Breach; provided that the alleged defaulting Party commences such cure promptly after receiving the Notice of Breach and continuously and diligently pursues such remedy at all times until such Breach is cured.

11.1.4 Excusable Delay. Notwithstanding anything to the contrary contained in this Agreement, the City’s exercise of any of its rights or remedies under this Article 11 shall be subject to the provisions regarding Excusable Delay in Section 15.8 below.

11.2 Remedies for Monetary Default. If there is a Breach by Owner in the performance of any of its monetary obligations under this Agreement which remains uncured (a) sixty (60) Days after receipt by Owner of a Notice of Breach from the City and (b) after expiration of Secured Lender’s Cure Period under Section 12.1 (if a Secured Lender of Owner has delivered a Request for Notice to the City in accordance with Section 12.1), then an “Event of Monetary Default” shall have occurred by Owner and the City shall have available any right or remedy provided in this Agreement, at law or in equity. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy.

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Packet Pg. 1151 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 31 11.3 Remedies for Non-Monetary Default.

11.3.1 Remedies of Parties. If any Party receives a Notice of Breach from the other Party regarding a non-monetary Breach, and the non-monetary Breach remains uncured:
(a) after expiration of all applicable notice and cure periods, and (b) in the case of a Breach by Owner, after the expiration of Secured Lender’s Cure Period under Section 12.1 (if a Secured Lender of Owner has delivered a Request for Notice to the City in accordance with Section

12.1), then an “Event of Non-Monetary Default” shall have occurred and the non-defaulting Party shall have available any right or remedy provided in this Agreement, or provided at law or in equity except as prohibited by this Agreement. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy.

11.3.2 Specific Performance. The City and Owner acknowledge that monetary damages and remedies at law generally are inadequate and that specific performance is an appropriate remedy for the enforcement of this Agreement. Therefore, unless otherwise expressly provided herein, the remedy of specific performance shall be available to the nondefaulting party if the other Party causes an Event of Non-Monetary Default to occur.

11.3.3 Writ of Mandate. The City and Owner hereby stipulate that Owner shall be entitled to obtain relief in the form of a writ of mandate in accordance with Code of Civil Procedure Section 1085 or Section 1094.5, as appropriate, to remedy any Event of NonMonetary Default by the City of its obligations and duties under this Agreement. Nothing in this Section 11.3.3, however, is intended to alter the evidentiary standard or the standard of review applicable to any action of, or approval by, the City pursuant to this Agreement or with respect to the Digital Display.

11.3.4 No Damages Relief Against City. It is acknowledged by Owner that the City would not have entered into this Agreement if the City were to be liable in damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorneys’ fees and court costs, the City shall not be liable in damages to Owner, and Owner covenants on behalf of itself and its successors in interest not to sue for or claim any damages:
(a) for any default under this Agreement;
(b) for the regulatory taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; or (c) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

The City and Owner agree that the provisions of this Section 11.3.4 do not apply for damages which:
(a) do not arise under this Agreement;

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Packet Pg. 1152 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 32 (b) are not with respect to any right or interest conveyed or provided under this Agreement or pursuant to this Agreement; or
(c) do not arise out of or which are not connected to any dispute, controversy, or issue regarding the application, interpretation, or effect of the provisions of this Agreement or the application of any City rules, regulations, or official policies.

11.3.5 Enforcement by the City. The City, at its discretion, shall be entitled to apply the remedies set forth in Chapters 1.09 and 1.10 of the SMMC as the same may be amended from time to time and shall follow the notice procedures of Chapter 1.09 and 1.10 respectively in lieu of Section 11.1 of this Agreement if these remedies are applied.

11.3.6 No Damages Against Owner. It is acknowledged by the City that Owner would not have entered into this Agreement if Owner were to be liable in damages in connection with any non-monetary default hereunder. Consequently, and except for the payment of attorneys’ fees and court costs, Owner shall not be liable in damages to the City for any nonmonetary default, and the City covenants on behalf of itself not to sue for or claim any damages:
(a) for any non-monetary default hereunder or;
(b) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

The City and Owner agree that the provisions of this Section 11.3.6 do not apply for damages which:
(a) are for a monetary default; or
(b) do not arise out of or which are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement to or the application of any City rules, regulations, or official policies; or (c) constitute Damages which arise under Section 14.1.

11.3.7 No Damages Against City. It is acknowledged by the Owner that City would not have entered into this Agreement if City were to be liable for damages in connection with any non-monetary default hereunder. Consequently, and except for the payment of attorneys’ fees and court costs, City shall not be liable in damages to the Owner for any nonmonetary default, and the Owner covenants on behalf of itself not to sue for or claim any damages.

11.3.8 No Other Limitations. Except as expressly set forth in this Section 11.3, the provisions of this Section 11.3 shall not otherwise limit any other rights, remedies, or causes of action that either the City or Owner may have at law or equity after the occurrence of any Event of Non-Monetary Default.

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Packet Pg. 1153 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 33 11.4 Modification or Termination of Agreement by City.

11.4.1 Default by Owner. If Owner causes either an Event of Monetary Default or an Event of Non-Monetary Default, then the City may commence proceedings to modify or terminate this Agreement pursuant to this Section 11.4.

11.4.2 Procedure for Modification or Termination. The procedures for modification or termination of this Agreement by the City for the grounds set forth in Section

11.4.1 are as follows:
(a) The City shall provide a written notice to Owner (and to any Secured Lender of Owner which has delivered a Request for Notice to the City in accordance with Section 12.1) of its intention to modify or terminate this Agreement unless Owner (or the Secured Lender) cures or corrects the acts or omissions that constitute the basis of such determinations by the City (a “Hearing Notice”). The Hearing Notice shall be delivered by the City to Owner in accordance with Section 15.1 and shall contain the time and place of a public hearing to be held by the City Council on the determination of the City to proceed with modification or termination of this Agreement. The public hearing shall not be held earlier than:
(i) thirty-one (31) Days after delivery of the Hearing Notice to Owner or (ii) if a Secured Lender has delivered a Request for Notice in accordance with Section 12.1, the day following the expiration of the “Secured Lender Cure Period” (as defined in Section 12.1). (b) If, following the conclusion of the public hearing, the City Council: (i) determines that an Event of Non-Monetary Default has occurred or the Owner has not been in reasonable good faith compliance with this Agreement pursuant to Section 10.1, and (ii) further determines that Owner (or the Secured Lender, if applicable) has not cured (within the applicable cure periods) the acts or omissions that constitute the basis of the determination under clause (i) above or if those acts or omissions could not be reasonably remedied prior to the public hearing that Owner (or the Secured Lender) has not in reasonable good faith commenced to cure or correct such acts or omissions prior to the public hearing or is not diligently and continuously proceeding therewith to completion, then upon making such conclusions, the City Council may modify or terminate this Agreement. The City cannot unilaterally modify the provisions of this Agreement pursuant to this Section 11.4. Any such modification requires the written consent of Owner. If the City Council does not terminate this Agreement, but proposes a modification to this Agreement as a result of the public hearing and Owner does not (within five (5) Business Days of receipt) execute and deliver to the City the form of modification of this Agreement submitted to Owner by the City, then the City Council may elect to terminate this Agreement at any time after the sixth day after Owner’s receipt of such proposed modification.

11.5 Cessation of Rights and Obligations. If this Agreement is terminated by the City pursuant to and in accordance with Section 11.4, the rights, duties and obligations of the Parties under this Agreement shall cease as of the date of such termination, except only for those rights and obligations that expressly survive the termination of this Agreement. In such event, any and all benefits, including money received by the City prior to the date of termination, shall be retained by the City.

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Packet Pg. 1154 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 34 11.6 Completion of Improvements. Notwithstanding the provisions of Sections 11.2,

11.3, 11.4, and 11.5, if prior to termination of this Agreement, Owner has performed substantial work and incurred substantial liabilities in reasonable good faith reliance upon a building permit issued by the City, then Owner shall have acquired a vested right to (a) complete construction of the Digital Display in accordance with the terms of the building permit and this Agreement, subject to its continuing obligations with respect to all outstanding project and community benefits (Section 2.5) and, (b) use and maintain such Digital Display upon completion for the purposes provided in this Agreement. Any Digital Display completed pursuant to this Section

11.6 shall be considered legal non-conforming subject to all City ordinances standards and policies as they then exist governing legal non-conforming signs/digital displays and associated structures unless the Digital Display otherwise complies with the development standards for signs/digital displays the district in which it is located and the signs/digital display is otherwise permitted or conditionally permitted in the district.

ARTICLE 12

MORTGAGEES

12.1 Encumbrances on the Property. This Agreement shall not prevent or limit Owner (in its sole discretion), from encumbering the Property (in any manner) or any portion thereof or any improvement thereon by any mortgage, deed of trust, assignment of rents or other security device securing financing with respect to the Property (a “Mortgage”). Each mortgagee of a mortgage or a beneficiary of a deed of trust (each, a “Secured Lender”) on the Property shall be entitled to the rights and privileges set forth in this Article 12. Any Secured Lender may require from the City certain interpretations of this Agreement. The City shall from time to time, upon request made by Owner, meet with Owner and representatives of each of its Secured Lenders to negotiate in reasonable good faith any Secured Lender’s request for interpretation of any part of this Agreement. The City will not unreasonably withhold, condition or delay the delivery to a Secured Lender of the City’s written response to any such requested interpretation.

12.1.1 Mortgage Not Rendered Invalid. Except as provided in Section 12.1.2, neither entering into this Agreement nor a Breach of this Agreement, nor any Event of Monetary Default nor any Event of Non-Monetary Default shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in reasonable good faith and for value.

12.1.2 Priority of Agreement. This Agreement shall be superior and senior to the lien of any Mortgage. Any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by a Secured Lender or its successor in interest (whether pursuant to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination or otherwise) shall be subject to all of the terms and conditions of this Agreement, including any monetary payments owed to City under this Agreement.

12.1.3 Right of Secured Lender to Cure Default.
(a) A Secured Lender may give notice to the City, specifying the name and address of such Secured Lender and attaching thereto a true and complete copy of the Mortgage held by such Secured Lender, specifying the portion of the Property that is

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Packet Pg. 1155 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 35 encumbered by the Secured Lender’s lien (a “Request for Notice”). If the Request for Notice has been given, at the same time the City sends to Owner any Notice of Breach or Hearing Notice under this Agreement, then if such Notice of Breach or Hearing Notice affects the portion of the Property encumbered by the Secured Lender’s lien, the City shall send to such Secured Lender a copy of each such Notice of Breach and each such Hearing Notice from the City to Owner. The copy of the Notice of Breach or the Hearing Notice sent to the Secured Lender pursuant to this Section 12.1.3(a) shall be addressed to such Secured Lender at its address last furnished to the City. The period within which a Secured Lender may cure a particular Event of Monetary Default or Event of Non-Monetary Default shall not commence until three Business Days after the City has sent to the Secured Lender such copy of the applicable Notice of Breach or Hearing Notice.
(b) After a Secured Lender has received a copy of such Notice of Breach or Hearing Notice, such Secured Lender shall thereafter have a period of time (in addition to any notice and/or cure period afforded to Owner under this Agreement) equal to: (a) twenty (20) Days in the case of any Event of Monetary Default and (b) thirty (30) Days in the case of any Event of Non-Monetary Default, during which period the Secured Lender may provide a remedy or cure of the applicable Event of Monetary Default or may provide a remedy or cure of the applicable Event of Non-Monetary Default; provided that if the cure of the Event of Non-Monetary Default cannot reasonably be completed within thirty Days, Secured Lender may, within such 30-day period, commence to cure the same and thereafter diligently prosecute such cure to completion (a “Secured Lender’s Cure Period”). If Owner has caused an Event of Monetary Default or an Event of Non-Monetary Default, then each Secured Lender shall have the right to remedy such Event of Monetary Default or an Event of Non-Monetary Default, as applicable, or to cause the same to be remedied prior to the conclusion of the Secured Lender’s Cure Period and otherwise as herein provided. The City shall accept performance by any Secured Lender of any covenant, condition, or agreement on Owner’s part to be performed hereunder with the same force and effect as though performed by Owner. (c) The period of time given to the Secured Lender to cure any Event of Monetary Default or an Event of Non-Monetary Default by Owner which reasonably requires that said Secured Lender be in possession of the Property to do so, shall be deemed extended to include the period of time reasonably required by said Secured Lender to obtain such possession (by foreclosure, the appointment of a receiver or otherwise) promptly and with due diligence; provided that during such period all other obligations of Owner under this Agreement, including, without limitation, payment of all amounts due, are being duly and promptly performed.

12.1.4 Secured Lender Not Obligated Under this Agreement. (a) No Secured Lender shall have any obligation or duty under this Agreement to perform the obligations of Owner’s or the affirmative covenants of Owner’s hereunder or to guarantee such performance unless and until such time as a Secured Lender takes possession or becomes the owner of the estate covered by its Mortgage. If the Secured Lender takes possession or becomes the owner of any portion of the Property, then from and after that date, the Secured Lender shall be obligated to comply with all provisions of this Agreement, including payment of any outstanding monetary obligations of Owner owed to City prior to the date the Secured Lender became the fee owner of the Property.

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Packet Pg. 1156 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 36 (b) Nothing in Section 12.1.4(a) is intended, nor should be construed or applied, to limit or restrict in any way the City’s authority to terminate this Agreement, as against any Secured Lender as well as against Owner if any curable Event of Monetary Default or an Event of Non-Monetary Default is not completely cured within the Secured Lender’s Cure Period.

ARTICLE 13

TRANSFERS AND ASSIGNMENTS

13.1 Transfers and Assignments.

13.1.1 Not Severable from Ownership Interest in Property. This Agreement shall not be severable from Owner’s interest in the Property and any transfer of the Property or any portion thereof, shall automatically operate to transfer the benefits and burdens of this Agreement with respect to the transferred Property or transferred portions, as applicable.

13.1.2 Transfer Rights. Owner may freely sell, ground lease, transfer, exchange, hypothecate, encumber or otherwise dispose of its interest in the Property (collectively referenced herein as “Transfer”), without the consent of the City. Owner shall, however, give written notice to the City, in accordance with Section 15.1, of any transfer of the Property, disclosing in such notice (a) the identity of the transferee of the Property (the “Property Transferee”) and (b) the address of the Property Transferee as applicable.

13.2 Release Upon Transfer. Upon Transfer of the rights and interests of Owner to the Property, Owner shall be released from its obligations under this Agreement to the extent of Transfer with respect to the Property if: (a) Owner has provided written notice of such Transfer to City; and (b) the Property Transferee executes and delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of Owner under this Agreement with respect to the Property in the form of Exhibit “F” attached hereto (the “Assumption Agreement”). Upon such Transfer of the Property and the express assumption of Owner’s obligations under this Agreement by the Property Transferee, the City agrees to look solely to the Property Transferee 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 13.1, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City.

ARTICLE 14

INDEMNITY TO CITY

14.1 Indemnity. Owner agrees to and shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, employees, volunteers and other representatives (collectively referred to as “City Indemnified Parties”) from and against any and all loss, liability, damages, cost, expense, claims, demands, suits, attorney’s fees and

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Packet Pg. 1157 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 37 judgments (collectively referred to as “Damages”), including but not limited to claims for damage for personal injury (including death) and claims for property damage arising directly or indirectly from the following: (1) for any act or omission of Owner or of its officers, board members, agents, employees, volunteers, contractors, subcontractors or other persons acting on its behalf, including the Owner’s tenants and/or Operator (collectively referred to as the “Owner Parties”) which occurs during the Term and relates to this Agreement; and (2) for any act or omission related to the operations of Owner Parties. Owner’s obligation to defend, indemnify and hold harmless applies to all actions and omissions of Owner Parties as described above caused or alleged to have been caused in connection with the Digital Display or this Agreement, except to the extent any Damages are caused by the negligence or willful misconduct of any City Indemnified Parties or any content provided by the City for display on the Digital Display. This Section 14.1 applies to all Damages suffered or alleged to have been suffered by the City Indemnified Parties regardless of whether or not the City prepared, supplied or approved plans or specifications or both for the Digital Display. The provisions of this Section shall survive the termination of the Agreement.

14.2 City’s Right to Defense. The City shall have the right to approve legal counsel retained by Owner to defend any claim, action or proceeding which Owner is obligated to defend pursuant to Section 14.1, which approval shall not be unreasonably withheld, conditioned or delayed. If any conflict of interest results during the mutual representation of the City and Owner in defense of any such action, or if the City is reasonably dissatisfied with legal counsel retained by Owner, the City shall have the right, at Owner’s cost and expense, (a) to have the City Attorney undertake and continue the City’s defense, or (b) with Owner’s approval, which shall not be reasonably withheld or delayed, to select separate outside legal counsel to undertake and continue the City’s defense.

ARTICLE 15

GENERAL PROVISIONS

15.1 Notices. Formal notices, demands and communications between the Parties shall be deemed sufficiently given if delivered to the principal offices of the City or Owner, as applicable, by (i) personal service, or (ii) express mail, Federal Express, or other similar overnight mail or courier service, regularly providing proof of delivery, or (iii) certified mail, postage prepaid, return receipt requested. Such notice shall be addressed as follows:

To City:

City of Santa Monica
1685 Main Street, Room 204
Santa Monica, CA 90401
Attention: City Manager
With a copy to:

City of Santa Monica
1685 Main Street, Mail Stop 28
Santa Monica, CA 90401
Attn: Community Development Department Director

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Packet Pg. 1158 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 38 To Owner:

UNITED XYZ LLC
c/o XYZ.Rent – 301 AZ
2800 Olympic Blvd, Floor 1
Santa Monica, CA 90404
With a copy to:

Grant Carpenter
2800 Olympic Blvd, Floor 1
Santa Monica, CA 90404
Notice given in any other manner shall be effective when received by the addressee. Any Party may change the addresses for delivery of notices to such Party by delivering notice to the other Party in accordance with this provision.

15.2 Entire Agreement; Conflicts. This Agreement represents the entire agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Agreement be found to be in conflict with any other provision or provisions found in the Existing Regulations, then the provisions of this Agreement shall prevail.

15.3 Binding Effect. The Parties intend that the provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property during the Term for the benefit thereof and that the burdens and benefits thereof shall bind and inure to the benefit of all successors-in-interest to the Parties hereto in accordance with Article 13. Every Party who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Digital Display during the Term is and shall be conclusively deemed to have consented and agreed to every provision contained herein, to the extent relevant to said right, title or interest, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Digital Display.

15.4 Agreement Not for Benefit of Third Parties. This Agreement is made and entered into for the sole protection and benefit of Owner and the City and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

15.5 No Partnership or Joint Venture. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the City and Owner or to render either Party liable in any manner for the debts or obligations of the other.

15.6 Estoppel Certificates. Either Party and any Secured Lender may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing (each, an “Estoppel Certificate”): (a) that this Agreement is in full force and effect, (b) that this Agreement has not been amended or modified either orally or in writing, or if so

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Packet Pg. 1159 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 39 amended, identifying the amendments, (c) whether or not, to the knowledge of the responding Party, the requesting Party is in Breach or claimed Breach in the performance of its obligations under this Agreement, and, if so, describing the nature and amount of any such Breach or claimed Breach, and (d) whether or not, to the knowledge of the responding Party, any event has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute an Event of Monetary Default or an Event of Non-Monetary Default and, if so, specifying each such event. A Party receiving a request for an Estoppel Certificate shall execute and return such Certificate within thirty (30) Days following the receipt of the request therefor.

If the party receiving the request hereunder does not execute and return the certificate in such 30- day period and if circumstances are such that the Party requesting the notice requires such notice as a matter of reasonable business necessity, the Party requesting the notice may seek a second request which conspicuously states “FAILURE TO EXECUTE THE REQUESTED ESTOPPEL CERTIFICATE WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED WAIVER PURSUANT TO SECTIONS 15.6 AND 15.13 OF THE DEVELOPMENT AGREEMENT” and which sets forth the business necessity for a timely response to the estoppel request. If the Party receiving the second request fails to execute the Estoppel Certificate within such 15-day period, it shall be conclusively deemed that the Agreement is in full force and effect and has not been amended or modified orally or in writing, and that there are no uncured defaults under this Agreement or any events which, with passage of time of giving of notice, of both, would constitute a default under the Agreement. The City Manager shall have the right to execute any Estoppel Certificate requested by Owner under this Agreement. The City acknowledges that an Estoppel Certificate may be relied upon by any Property Transferee, Secured Lender or other party. The Estoppel Certificate shall be provided in lieu of zoning compliance letters authorized pursuant to SMMC Section 9.38.020(E), or any successor thereto.

15.7 Time. Time is of the essence for each provision of this Agreement of which time is an element.

15.8 Excusable Delays.

15.8.1 In addition to any specific provisions of this Agreement, nonperformance by Owner of its obligations under this Agreement shall be excused when it has been prevented or delayed in such performance by reason of any act, event or condition beyond the reasonable control of Owner (collectively, “Excusable Delays”) for any of the following reasons:
(a) War, insurrection, walk-outs, riots, acts of terrorism, floods, pandemic, earthquakes, fires, casualties, acts of God, or similar grounds for excused performances;
(b) Governmental restrictions or moratoria imposed by the City or by other governmental entities or the enactment of conflicting State or Federal laws or regulations; (c) The imposition of injunctive relief, restraining orders, restrictions or moratoria by judicial decisions or by litigation, contesting the validity, or seeking the enforcement or clarification of, this Agreement, whether instituted by Owner, the City or any other person or entity, or the filing of a lawsuit by any Party arising out of this Agreement or any

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Packet Pg. 1160 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 40 permit or approval Owner deems necessary or desirable for the implementation of the Digital Display;
(d) The institution of a referendum pursuant to Government Code Section 65867.5 or a similar public action seeking to in any way invalidate, alter, modify or amend the ordinance adopted by the City Council approving and implementing this Agreement; (e) Inability to secure necessary labor, materials or tools, due to strikes, lockouts, or similar labor disputes or due to a global pandemic; and/or (f) Failure of the City to timely perform its obligations hereunder, including its obligations under Section 7.2 above.

15.8.2 Under no circumstances shall the inability of Owner to secure financing be an Excusable Delay to the obligations of Owner except to the extent the inability to secure financing is directly associated with war, insurrection, walk-outs, riots, acts of terrorism, floods, pandemic, earthquakes, fires, casualties, acts of God or similar grounds beyond the control of Owner.

15.8.3 In order for an extension of time to be granted for any Excusable Delay, Owner must deliver to the City written notice of the commencement of the Excusable Delay within sixty (60) Days after the date on which Owner becomes aware of the existence of the Excusable Delay. The extension of time for an Excusable Delay shall be for the actual period of the delay.

15.8.4 Nothing contained in this Section 15.8 is intended to modify the terms of either Section 5.1.2 or Section 5.5 of this Agreement.

15.9 Governing Law. This Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California, without regard to any choice of law provisions thereof.

15.10 Cooperation in Event of Legal Challenge to Agreement. If there is any court action or other proceeding initiated by a third-party that includes any challenge to the validity, enforceability or any term or provision of this Agreement, the City’s CEQA determination for the Digital Display, and/or any other City approvals contemplated by this Agreement, then Owner shall indemnify, hold harmless, pay all costs actually incurred, and provide defense in said action or proceeding, with counsel reasonably satisfactory to both the City and Owner. The City shall cooperate with Owner in any such defense as Owner may reasonably request.

15.11 Attorneys’ Fees. If any Party commences any action for the interpretation, enforcement, termination, cancellation or rescission of this Agreement or for specific performance for the Breach of this Agreement, the prevailing Party shall be entitled to its reasonable attorneys’ fees, litigation expenses and costs. Attorneys’ fees shall include attorneys’ fees on any appeal as well as any attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment. Such attorneys’ fees shall be paid whether or not such action is prosecuted to judgment. In any case where this Agreement provides that the City or Owner is entitled to recover attorneys’ fees from the other, the Party so entitled to recover shall be entitled

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Packet Pg. 1161 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 41 to an amount equal to the fair market value of services provided by attorneys employed by it as well as any attorneys’ fees actually paid by it to third Parties. The fair market value of the legal services for public attorneys shall be determined by utilizing the prevailing billing rates of comparable private attorneys.

15.12 Recordation. Parties shall cause this Agreement to be recorded against title to the Property in the Official Records of the County of Los Angeles in accordance with California Government Code Section 65868.5. The cost, if any, of recording this Agreement shall be borne by Owner.

15.13 No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and referring expressly to this Section 15.13. No delay or omission by either Party in exercising any right or power accruing upon non-compliance or failure to perform by the other Party under any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof, except as expressly provided herein. No waiver by either Party of any of the covenants or conditions to be performed by the other Party shall be construed or deemed a waiver of any succeeding breach or nonperformance of the same or other covenants and conditions hereof of this Agreement.

15.14 Construction of this Agreement. The Parties agree that each Party and its legal counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto.

15.15 Other Governmental Approvals. Owner may apply for such other permits and approvals as may be required for development of the Digital Display in accordance with this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property including, without limitation, applying for approval by the California Coastal Commission. The City shall reasonably cooperate with Owner in its endeavors to obtain such permits and approvals.

15.15.1 Further Assurances; Covenant to Sign Documents. Each Party shall take all actions and do all things, and execute, with acknowledgment or affidavit, if required, any and all documents and writings, which may be necessary or proper to achieve the purposes and objectives of this Agreement.

15.15.2 Processing. Upon satisfactory completion by Owner of all required preliminary actions and payments of appropriate processing fees, if any, the City shall, subject to all legal requirements, promptly initiate, diligently process, and complete at the earliest possible time all required steps, and expeditiously act upon any approvals and permits necessary for the development by Owner of the Digital Display in accordance with this Agreement, including, but not limited to, the following:
(a) the processing of applications for and issuing of all Discretionary Approvals requiring the exercise of judgment and deliberation by City; (b) the holding of any required public hearings; and

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Packet Pg. 1162 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 42 (c) the processing of applications for and issuing of all City Technical Permits requiring the determination of conformance with the Existing Regulations.

15.15.3 No Revocation. The City shall not revoke or subsequently disapprove any approval or future approval for the Digital Display once issued by the City provided that the Digital Display is in accordance with such approval. Any revocation or subsequent disapproval by the City shall state in writing the reasons why the development of the Digital Display is not deemed to be in accordance with such approval and the suggested actions to be taken in order for approval to be granted.

15.15.4 Processing During Third Party Litigation. If any third party lawsuit is filed against the City or Owner relating to this Agreement, the City shall not delay or stop the development, processing or construction of the Digital Display, or issuance of the City Technical Permits, unless the third party obtains a court order preventing the activity. The City shall not stipulate to or fail to oppose the issuance of any such order. Notwithstanding the foregoing and without prejudice to the provisions of Section 15.8.1(c), after service on the City or Owner of the initial petition or complaint challenging this Agreement or the Digital Display, the Owner may apply to the Community Development Director for a tolling of the applicable deadlines for Owner to otherwise comply with this Agreement. The Community Development Director shall approve such tolling, consistent with the standard in Section 15.27, for up to five years during the pendency of the litigation and shall provide Owner with notice of his or her decision on the tolling request within forty (40) Days of receiving Owner’s request.

15.15.5 State, Federal or Case Law. Where any state, federal or case law allows the City to exercise any discretion or take any act with respect to that law, the City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Agreement and (ii) take such other actions as may be necessary to carry out in reasonable good faith the terms of this Agreement.

15.16 Jurisdiction and Venue. Any legal action or proceeding among the Parties arising out of this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

15.17 Exhibits. The following exhibits which are part of this Agreement are attached hereto and each of which is incorporated herein by this reference as though set forth in full:

Exhibit “A” Legal Description of the Property
Exhibit “B” Digital Display Plans
Exhibit “C” SMMC Article 9 (Planning and Zoning)
Exhibit “D” Conditions of Approval
Exhibit “E” Permitted Fees and Exactions
Exhibit “F” Form of Assignment and Assumption Agreement

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Packet Pg. 1163 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 43 Exhibit “G” Digital Display District Ordinance
Except as to the Digital Display Plans, which shall be treated in accordance with Section

2.1 above, the text of this Agreement shall prevail in the event that any inconsistencies exist between the Exhibits and the text of this Agreement.

15.18 Counterpart Signatures. The Parties may execute this Agreement on separate signature pages which, when attached hereto, shall constitute one complete Agreement.

15.19 Certificate of Performance. Upon the completion of the Digital Display or upon performance of this Agreement or its earlier revocation and termination, the City shall provide Owner, upon Owner’s request, with a statement (“Certificate of Performance”) evidencing said completion, termination or revocation and the release of Owner from further obligations hereunder, except for any further obligations which survive such completion, termination or revocation. The Certificate of Performance shall be signed by the appropriate agents of Owner and the City and shall be recorded against title to the Property in the official records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093.

15.20 Interests of Owner. Owner represents to the City that, as of the Effective Date, it is the owner of the entire Property, subject to encumbrances, easements, covenants, conditions, restrictions, and other matters of record.

15.21 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between the City and Owner. During the Term of this Agreement, clarifications to this Agreement and the Existing Regulations may be appropriate with respect to the details of performance of the City and Owner. If and when, from time to time, during the term of this Agreement, the City and Owner agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by the City and Owner, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by the City and Owner. Operating memoranda are not intended to and cannot constitute an amendment to this Agreement but mere ministerial clarifications, therefore public notices and hearings shall not be required for any operating memorandum. The City Attorney shall be authorized, upon consultation with, and approval of, Owner, to determine whether a requested clarification may be effectuated pursuant to the execution and delivery of an operating memorandum or whether the requested clarification is of such character to constitute an amendment of this Agreement which requires compliance with the provisions of Section 8.1 above. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further action by the City Council.

15.22 Acknowledgments, Agreements and Assurance on the Part of Owner.

15.22.1 Owner’s Faithful Performance. The Parties acknowledge and agree that Owner’s faithful performance in developing the Digital Display on the Property and in constructing and installing certain public improvements pursuant to this Agreement and complying with the Existing Regulations will fulfill substantial public needs. The City

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Packet Pg. 1164 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 44 acknowledges and agrees that there is good and valuable consideration to the City resulting from Owner’s assurances and faithful performance thereof and that same is in balance with the benefits conferred by the City on the Digital Display. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. Owner acknowledges that the consideration is reasonably related to the type and extent of the impacts of the Digital Display on the community and the Property, and further acknowledges that the consideration is necessary to mitigate the direct and indirect impacts caused by Owner on the Property.

15.22.2 Obligations to be Non-Recourse. As a material element of this Agreement, and in partial consideration for Owner’s execution of this Agreement, the Parties each understand and agree that the City’s remedies for breach of the obligations of Owner under this Agreement shall be limited as described in Sections 11.2 through 11.4 above.

15.23 Waiver of Protest. Owner acknowledges and agrees that by executing this Agreement, Owner waives any and all claims and rights, if any, under Government Code Section 66020 to protest fees, dedications, reservations, or exactions required by this Agreement (hereinafter “exactions”), including the City’s right to request and receive the exaction pursuant to this Agreement, the total exaction amount if specified by the Agreement, and the formula for subsequently calculating exactions if the formula is established by the Existing Regulations.

Notwithstanding the above, if the amount of any exaction is not expressly set forth in this Agreement, Owner reserves the right to protest the subsequent calculation of this amount.

15.24 Not a Public Dedication. Nothing in this Agreement shall be deemed to be a gift or dedication of the Property, or of the Digital Display, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the installation, maintenance, and operation of the Digital Display as private property. Owner shall have the right to prevent or prohibit the use of the Property, or the Digital Display, or any portion thereof, including common areas and building and improvements located thereon, by any person for any purpose inimical to the development of the Digital Display, including without limitation to prevent any person or entity from obtaining or accruing any prescriptive or other right to use the Property or the Digital Display.

15.25 Other Agreements. The City acknowledges that certain additional agreements may be necessary to effectuate the intent of this Agreement and facilitate development of the Digital Display. The City Manager is hereby authorized to prepare, execute, and record those additional agreements.

15.26 Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.

15.27 Community Development Director Approval. Whenever this Agreement requires Community Development Director review and approval, such review and approval shall be

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Packet Pg. 1165 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 45 undertaken in reasonable good faith and with due diligence and shall not be unreasonably withheld, conditioned or delayed.

15.28 City Manager Approval. Whenever this Agreement requires City Manager review and approval, such review and approval shall not preclude the City Manager from consulting with the City Council before rendering an approval.

This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date.

OWNER:

UNITED XYZ LLC,
a California limited liability company
By: ________DRAFT_______________
Name: __________________________
Title: ___________________________
CITY:

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

By: ________DRAFT_______________
Name: ______________________________
City Clerk
APPROVED AS TO FORM:

By: ________DRAFT_______________
Name: ______________________________
City Attorney

ACKNOWLEDGEMENT AND CONSENT BY OPERATOR

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Packet Pg. 1166 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 46 As of the Effective Date of this Agreement, Orange Barrel Media, LLC, a Delaware limited liability company is the Operator as defined in Section 1.26 of this Agreement. Operator confirms its understanding of this Agreement, including but not limited to, Section 2.5 (Project and Community Benefits) and 2.11 (Operator Not a Third-Party Beneficiary to this Agreement).

OPERATOR:

ORANGE BARREL MEDIA, LLC,
a Delaware limited liability company
By: ________DRAFT_______________
Name: __________________________
Title: ___________________________

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Packet Pg. 1167 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “A”, Page 1
EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY
LOT “M” AND “N”, IN BLOCK 121 OF SANTA MONICA, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 80 AND 81, AND IN BOOK 39, PAGES 45 THROUGH 51,

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

APN: 4291-003-009 & 010

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Packet Pg. 1168 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “B”, Page 1
EXHIBIT “B”

DIGITAL DISPLAY PLANS
[Behind this Page.]

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Packet Pg. 1169 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) © 2025 ORANGE BARREL MEDIA
301 ARIZONA AVE - NOVEMBER 18, 2025

ELEVATIONS

BUILDING FOLDSBUILDING FOLDS

PROPERTY LINEPROPERTY LINEPROPERTY LINE
MAX. 14’-7”
MAX. 15’-2”
MAX. 15’-6”
18’-9” 30’-1”
22’-0” 19’-9” 24’-0”
(ANGLED)
17’-9”

WEST ELEVATION
3RD STREET PROMENADE

SOUTH ELEVATION

ARIZONA AVENUE
301 ARIZONA AVENUE
1000 SF TOTAL

LED SIGNAGE

MEDIA OPERATOR IDENTIFICATION

SIGNAGE, INTERNALLY ILLUMINATED
LETTERS 7” H x 10’-0” W

NEW ARCHITECTURAL
METAL TRIM. PAINTED

FINISH TO MATCH

SATIN ALUMINUM
FINISH.
1'-6"
2'-2" W TRIM
2'-4" W TRIM
16'-3" 18'-3"
2'-2" H TRIM
9" JOG 6" JOG

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Packet Pg. 1170 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) © 2025 ORANGE BARREL MEDIA
301 ARIZONA AVE - NOVEMBER 18, 2025
PLAN

PROPERTY LINE
19’-9”
(ANGLED)
22’-0”
(ANGLED)
24’-0”
8’-0” MAX.

PROJECTION
10’-0” MAX.

PROJECTION

PLOT PLAN
301 ARIZONA AVENUE

ARCHITECTURAL TRIM BELOW

LED MODULES & SUBFRAME

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Packet Pg. 1171 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “C”, Page 1
EXHIBIT “C”
SMMC ARTICLE 9 (PLANNING AND ZONING)
[To be inserted.]

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Packet Pg. 1172 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “D”, Page 1
EXHIBIT “D”

CONDITIONS OF APPROVAL
Project Specific Conditions

1. The Digital Display shall provide the project and community benefits as established in Section 2.5 of this Agreement.

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Packet Pg. 1173 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “E”, Page 1
EXHIBIT “E”

PERMITTED FEES AND EXACTIONS

1. Owner shall pay the following fees and charges that are within the City’s jurisdiction and at the rate in effect at the time payments are made:
(a) Upon submittal for plan check, Owner shall pay City plan check fees; (b) Prior to issuance of construction permits, Owner shall pay the following City fees and all other standard fees imposed on similar development projects, which may include:
 Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping, Landscape, Excavation and Shoring Permit fees (collected by Building & Safety)
 Construction and Demolition (C&D) Waste Management performance security fee (SMMC Chapter 8.108) (collected by the Public Works Department)
(c) Upon inspection of the project during the course of construction, City inspection fees.

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

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

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

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Packet Pg. 1174 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “F”, Page 1
EXHIBIT “F”

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

UNITED XYZ LLC
c/o XYZ.Rent – 301 AZ
2800 Olympic Blvd, Floor 1
Santa Monica, CA 90404
________________________________________________________________________

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.] A. The City of Santa Monica (“City”) and Assignor entered into that certain Development Agreement dated _______________, ____ (the “Development Agreement”), with respect to the real property located in the City of Santa Monica, State of California more particularly described in Exhibit “A” attached hereto (the “Project Site”).

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

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

D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor’s right, title, and interest in and to the Development Agreement and the Digital Display 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 Digital Display Approvals with respect to the Project Site.

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Packet Pg. 1175 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “F”, Page 2
THEREFORE, the parties agree as follows:

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

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

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Packet Pg. 1176 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “F”, 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

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Packet Pg. 1177 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) Exhibit “G”, Page 1
EXHIBIT “G”
Digital Display Ordinance
[To be inserted.]

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Packet Pg. 1178 Attachment: 301 Arizona Final DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade DA) 1 of 15
City Council Meeting: December 16, 2025 Santa Monica, California ORDINANCE NUMBER __________ (CCS)
(City Council Series)

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA MONICA APPROVING THE DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF SANTA MONICA, A MUNICIPAL CORPORATION, AND UNITED XYZ LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“OWNER”) TO ALLOW A DIGITAL BILLBOARD DISPLAY AT 301 ARIZONA AND 1253 THIRD

STREET PROMENADE
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, Owner is the owner of approximately 14,998 square feet of land located in the City of Santa Monica, State of California, commonly known as 301 Arizona and 1253 Third Street Promenade, as more particularly described in Exhibit “A” attached to the Development Agreement (the “Property”); and WHEREAS, the Property is developed with an existing approximately 31,560 square foot commercial building that is occupied with commercial (retail and office) uses (the “Existing Building”); and

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Packet Pg. 1179 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 2 of 15
WHEREAS, the City has included the Property within the Downtown Core land use designation under the City’s 2010 Land Use and Circulation Element of its General Plan (the “LUCE”). The Property is in the Bayside Conservation “BC” (Promenade) District under the Downtown Community Plan (“DCP”) and is located within the Bayside Conservation “BC” (Third Street Promenade Area) designation under the City’s Zoning Ordinance, and is located within the boundaries of the Digital Display District. The Property is also located in the California Coastal Zone; and WHEREAS, the City and Owner desire to allow Owner to install, operate, maintain, and repair a high-quality LED digital display and associated sign structure (the “Digital Display”) on the Existing Building for displaying paid static or full motion onpremises and/or off-premises advertising, artistic creations, civic announcements of public interest or importance and content promoting the City and/or its rich history, including Downtown Santa Monica and the Third Street Promenade. The operation of the Digital Display will generate revenues for the City through the Community Benefit Payment set forth in the Development Agreement; and
WHEREAS, Owner has advised the City of Owner’s intent to allow a third party billboard operator to operate and own, lease, or license the Digital Display from Owner during the term of the Development Agreement; and
WHEREAS, on November 21, 2024, Owner filed an application for a Development Agreement (24ENT-0233), pursuant to Santa Monica Municipal Code (“SMMC”) Section 9.60.020 (the “Development Application”). The Development

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Packet Pg. 1180 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 3 of 15
Application proposes an approximately one thousand (1,000) square foot full motion, animated Digital Display to be installed on the Existing Building; and WHEREAS, the design of the Digital Display is more particularly depicted on the Digital Display Plans dated November 18, 2025 and attached as Exhibit “B” to the Development Agreement (the “Digital Display Plans”); and WHEREAS, Owner has paid all necessary costs and fees associated with the City’s processing of the Development Application and the Development Agreement; and WHEREAS, the primary purpose is to allow for a Digital Display on the Property to (1) create a visually stimulating and informative experience at the corner of Arizona Avenue and the 1200 block of the Promenade; (2) promote the City, including the Third Street Promenade, and the arts, attract visitors and patrons to the Promenade; (3) complement the City’s Entertainment District; as well as (4) generate a new source of revenue for the City. The Parties desire to enter into the Development Agreement in conformance with the Development Agreement Statutes in order to achieve the development of the Digital Display on the Property; and WHEREAS, the Digital Display is also consistent with and implements numerous LUCE and DCP goals and policies including:
• LUCE Goal D1 - “Maintain Downtown’s competitive advantage as a premier local and regional shopping, dining, and entertainment destination, and support its evolution in order to respond to changing market conditions.”

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Packet Pg. 1181 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 4 of 15
• LUCE Goal E1 - “Create an economic base that satisfies the commercial service needs of the City’s residents while providing employment opportunities and a strong fiscal infrastructure for the City.” • LUCE Goal E4 - “Support the retail sector in order to provide for the needs of local residents and visitors and augment sales tax revenues.” • LUCE Policy E1.1 – “Make land use decisions that respond to changing market conditions and meet the needs of City residents and visitors.” • LUCE Policy E4.6 - “Support Downtown as Santa Monica’s primary destination for comparison retail, including a mix of local, national and international shops and restaurants that serve residents, visitors and area employees.”
• DCP Goal CCP2 - “Downtown continues to be a thriving and diverse economic force that supports the city’s vitality, fiscal stability and high levels of community services.”
• Goal CCP5: The Third Street Promenade continues to anchor the Downtown’s retail and public space experience with updated features and activities.

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Packet Pg. 1182 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 5 of 15
• Policy CCP5.1 New public art should be encouraged and located to enhance the pedestrian experience and create an immersive arts experience.
• Action CCP5.1A Install Pathway Art, Banners and Urban Design Features to support the walking experience and to promote awareness of Downtown’s cultural offerings.
• Policy CCP5.2 Consider opportunity for negotiated development agreement art contributions to be aggregated in order to facilitate the acquisition of significant public art pieces.
• DCP Goal LU3 - “Santa Monica’s Downtown continues to be the economic center for the City, providing a diverse and flexible mix of uses that can meet future resident, business and visitor demand.”
• “The Bayside Conservation district is considered the pedestrian and economic heart of the City. Anchored by the Third Street Promenade, it is a vibrant urban atmosphere supported by a broad mix of building types, office space, entertainment, retail, restaurants, cafes, salons and exercise studios.

The DCP supports the continued expansion of the central retail district by increasing the energy and pedestrian traffic on streets around the Promenade.” (DCP p. 22-23.)

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Packet Pg. 1183 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 6 of 15
WHEREAS, the City Council has determined that a development agreement is appropriate for the proposed development of the Digital Display on the Property. The Development Agreement will (1) eliminate uncertainty in planning for the Digital Display and result in the orderly development of the Digital Display in accordance with the Digital Display District Ordinance, (2) assure installation of necessary improvements on the Property, (3) provide for public infrastructure and services appropriate to development of the Digital Display, (4) secure for the City improvements that benefit the public, (5) ensure the provision of community benefits as envisioned in the LUCE , DCP, and the Digital Display District Ordinance, and (6) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted; and WHEREAS, the Development Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impacts and benefits of the development of the Digital Display on the Property in accordance with the Development Agreement. The Digital Display will provide a number of significant project and community benefits as set forth in Section 2.5 of the Development Agreement; and WHEREAS, the City Council has found that the provisions of the Development Agreement are consistent with the relevant provisions of the City’s General Plan, including the LUCE, the DCP, the Digital Display District Ordinance, and the 1992 LUP; and

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Packet Pg. 1184 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 7 of 15
WHEREAS, on October 29, 2025, the City's Planning Commission held a duly noticed public hearing on the Development Application and the Development Agreement, and at such hearing, the Planning Commission recommended that the City Council approve the Digital Display including the Development Agreement; and WHEREAS, on December 16, 2025, the City Council held a duly noticed public hearing on the updated Development Application and the Development Agreement, and at such hearing the City determined the Digital Display is exempt from the California Environmental Quality Act (“CEQA”) pursuant to a Class 1 exemption (existing facilities) per CEQA Guidelines Section 15301, a Class 3 exemption (new construction or conversion of small structures) per CEQA Guidelines Section 15303, a Class 11 exemption (accessory structures) per CEQA Guidelines Section 15311, and a Class 32 categorial exemption (in-fill development) per CEQA Guidelines Section 15332; and WHEREAS, the proposed Development Agreement, which is attached hereto as Exhibit A to this ordinance, conforms to the requirements of Government Code sections 65450 et seq. as well as the requirement of Chapter 9.60 of the Santa Monica Municipal Code (Development Agreements); and
WHEREAS, the City Council, after consideration of all oral and written testimony presented at the duly noticed meeting of the City Council on December 16, 2025, made the following findings (collectively, “the Findings”):

Development Agreement Findings

1. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable

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Packet Pg. 1185 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 8 of 15
specific plan. The 301 Arizona Avenue site is located in the LUCE’s Downtown District and has a Downtown Core General Plan Land Use Designation. Goals and policies in this District are geared primarily toward reinforcing the Downtown as the focus of the City, encouraging a broad mix of uses and new investment in the District that creates dynamic daytime and evening activity, and reinforces the Downtown as the place with the greatest concentration of activity in the City. The proposed Digital Display supports the City’s goals to encourage economic vitality, enhance placemaking, and promote creative, high-quality design within the Downtown. Goal LU2 establishes Downtown as a thriving creative and cultural center with a unique concentration of innovative businesses, performance spaces, museums and programmed events. The Development Agreement is consistent with Goal LU3, which imagines Santa Monica’s Downtown continues to be the economic center for the City, providing a diverse and flexible mix of uses that can meet future resident, business and visitor demand and also consistent with Goal CCP2 which calls for Downtown to be a thriving and diverse economic force that supports the city’s vitality, fiscal stability and high levels of community services. The Development Agreement is also aligned with Goal CCP5: The Third Street Promenade continues to anchor the Downtown’s retail and public space experience with updated features and activities. The 301 Arizona Avenue site is also located in the California Coastal Zone, and the Development Agreement is consistent with and implements various goals and policies of the 1992 Local Coastal Program Land Use Plan. The proposed digital display complements and supports the district’s retail and visitor-serving commercial uses consistent with LUP Policy 70. The Digital

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Packet Pg. 1186 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 9 of 15
Display enhances the visual experience in the coastal zone including with public works of art consistent with LUP Policy 46.

2. The Development Agreement is compatible with the uses authorized in the district in which the real property is located, in that the project site is located within the Downtown – Bayside Conservation (BC) District, which permits a variety of active commercial and entertainment-oriented uses. The proposed Digital Display would complement the existing entertainment, retail, dining, and visitor activities. It will enhance the visual and economic activity of the Promenade while complying with operational and design standards established in the Digital Display District Ordinance, including limits on brightness, operating hours, and maintenance. These measures ensure the display complements the district’s entertainment character while minimizing effects on nearby light-sensitive residential uses. The Development Agreement is also consistent with Policy CCP5.1 that states new public art should be encouraged and located to enhance the pedestrian experience and create an immersive arts experience and Policy PPS4.3 calling for the Third Street Promenade to be regularly updated to remain consistent with the surrounding areas in terms of infrastructure, landscaping, signage and aesthetic upgrades.

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Packet Pg. 1187 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 10 of 15
minimum annual financial guarantee, and a 20% allocation of display time for civic and cultural content such as public safety messages, community event information, and local art. Consistent with the Digital Display District Ordinance, the Development Agreement also advances good land use practices by concentrating digital displays within a focused geographic area and ensuring high-quality design standards that reinforce the City’s goals for a safe, engaging, and economically vibrant urban environment.

Collectively, these measures ensure the display operates safely and responsibly without detrimental impacts to the public or surrounding community.

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Packet Pg. 1188 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 11 of 15
ground-floor use, thereby supporting economic activity and maintaining the vitality of the Promenade.

6. The Development Agreement will have a positive fiscal impact on the City.

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

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

SECTION 2. The City Council hereby adopts the Findings, and recommends approval of the Development Agreement, attached hereto as Exhibit “A” and incorporated herein by this reference.

SECTION 3. Based upon Findings 1-6, the Development Agreement is hereby approved.

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Packet Pg. 1189 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 12 of 15
SECTION 4. Each and every term and condition of the Development Agreement 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 the 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 the Development Agreement.

SECTION 5. 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 affect the provisions of this Ordinance.

SECTION 6. 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 7. 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

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Packet Pg. 1190 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 13 of 15
newspaper within 15 days after its adoption. This Ordinance shall be effective 30 days from its adoption.

APPROVED AS TO FORM:
______________________________

HEIDI VON TONGELN
Interim City Attorney

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Packet Pg. 1191 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 14 of
15 EXHIBITA

DEVELOPMENT AGREEMENT
[behind this page]

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Packet Pg. 1192 Attachment: ORD-ord-First Reading 301 AZ DA (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Reasons Why the 301 Arizona Avenue Digital Display Project is Exempt from CEQA The Digital Display at 301 Arizona Avenue (the Project) is categorically exempt from CEQA pursuant to Section 15301 (Class 1 – Existing Facilities), Section 15303 (Class 3 - New Construction or Conversion of Small Structures), Section 15311 (Class 11 - Accessory Structures), and Section 15332 (Class 32 – Infill Developments) of the CEQA Guidelines.
• Section 15301 of CEQA Guidelines exempts the operation, repair, maintenance, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. Projects that fall into this class of exemption include interior or exterior alterations and new copy on existing on-premise and off-premise signs and additions to existing structures provided that the addition will not result in an increase of more than: (1) 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less; or (2) 10,000 square feet. The Digital Display would be affixed to the existing retail building at 301 Arizona Avenue/1253 3rd Street Promenade and is considered an alteration to an existing building. No expansion of the land uses or existing structure is proposed. Therefore, the Project is exempt under Section 15301. • Section 15303 of CEQA Guidelines exempts the construction and location of limited numbers of new small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure.

Projects that fall into this class of exemption include accessory (appurtenant) structures including garages, carports, patios, swimming pools, and fences. The Digital Display would be an accessory structure to the existing retail building.

Therefore, the Project is exempt under Section 15303.
• Section 15311 of CEQA Guidelines exempts the construction, or placement of minor structures accessory to (appurtenant to) existing commercial, industrial, or institutional facilities. Projects that fall into this class of exemption include construction, or placement of minor structures accessory to (appurtenant to) existing commercial, industrial, or institutional facilities, including but not limited to: (a) On-premise signs.

The Digital Display would be installed as an accessory structure to the existing retail building. Therefore, the Project is exempt under Section 15311.

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Packet Pg. 1193 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd • Section 15332 of CEQA Guidelines exempts projects characterized as in-fill development meeting the conditions below.
a) The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations.
b) The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. c) The project site has no value, as habitat for endangered, rare or threatened species.
d) Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality.
e) The site can be adequately served by all required utilities and public services.

The Project meets the qualifications of the in-fill exemption as it would be generally consistent with the general plan, would consist of the installation of a Digital Display on a site of no more than 5 acres in an urban area that has no value for endangered, rare, or threatened species. Additionally, the installation of the Digital Display would not result in significant effects related to traffic, noise, air quality or water quality, and the display can be adequately served by all required utilities and public service.

Therefore, the Project is exempt under Section 15332.

In addition, none of the exceptions specified in Section 15300.2 of CEQA Guidelines would apply that would preclude the use of these CEQA exemptions:
• The project site is not located in a sensitive environment – The Digital Display District (District) is located in the urbanized Downtown area of Santa Monica, encompassing specifically the Third Street Promenade and Santa Monica Place shopping center. The Project area is fully developed with existing buildings and urban infrastructure, and does not contain any natural or sensitive habitats. The likelihood of the presence of any sensitive or special status species is extremely remote. The Project would install and operate a new Digital Display on an existing building. No vegetation, including sensitive or riparian vegetation, would be affected by the Digital Display.
• The project will not have a significant effect on the environment due to unusual circumstances – Digital displays are not unusual for entertainment districts and shopping centers. Such digital displays are common in high activity urban areas in

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Packet Pg. 1194 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd the Los Angeles region, particularly within entertainment districts, downtowns, and commercial nightlife corridors (i.e., Downtown LA, West Hollywood’s Sunset Strip).

This includes digital displays at:
o 8775 Sunset Blvd– two digital displays consisting of approximately 1,000 sf and 500 sf in area
o 8743 Sunset Blvd – approximately 1,000 sf (21’ all and 55’ wide) o 9157 Sunset Blvd - approximately 1,000 sf (20'6" tall and 50'5" wide) o 8739 Sunset Blvd - approximately 1,026 sf (19’ tall and 54’ feet wide) o 1200 S. Figueroa (LA Live) – approximately 66’ tall and 120’ wide o 1200 S. Figueroa (LA Live) – approximately 53’ tall and 112’ wide o 1200 S. Figueroa (LA Live) – approximately 53’ tall and 85’ wide o 1260 S. Figueroa (LA Live) – approximately 50’ tall and 300’ wide Key issues of concern associated with the Project include aesthetics (specifically, light/glare), energy use, and driver distraction effects. As described below, the Project would not have a significant effect related to these issues due to unusual circumstances:

Light and Glare
A Lighting Study was prepared to analyze digital displays in the Digital Display District and the potential lighting and glare impacts to nearby sensitive uses, taking into account the illumination standards and regulations that the Project would comply with.

For a worst case (conservative analysis), the Study analyzes all proposed and potentially future illuminated signs that could be installed in the Digital Display District (up to 16 signs) which include the Project’s Digital Display at 301 Arizona Avenue. In analyzing light and glare impacts, the study identified and conducted monitoring at nearby sensitive receptors shown in the graphic below:

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Packet Pg. 1195 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd The District, inclusive of the Project site, is commercially zoned and is the City’s main economic activity center, and therefore, existing and future lighting levels experienced by residential uses are expected to be higher as compared to a residential use in a residentially zoned area. Commercial use properties such as office buildings restaurants, or retail stores are not considered sensitive use properties as they are not generally occupied during the evening hours by persons for sleeping. Light exposure does not adversely affect commercial operations in the same way it can disrupt individuals who rely on darkness to sleep – this is the basis for why commercially zoned areas typically have lighting standards that are higher than in residentially zoned areas.

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Packet Pg. 1196 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Appendix G of the California Environmental Quality Act (CEQA) Guidelines (14 California Code of Regulations, Sections 15000–15387) provides a set of sample questions to evaluate impacts with regard to aesthetics, including light and glare.

Therefore, for the purposes of the Lighting Study in compliance with CEQA, the City of Santa Monica provides an analysis of impacts based on the CEQA Guidelines Appendix G “questions”.

As further described in the Lighting Study, a digital display would have a significant impact with regard to artificial light or glare if:

Light
• Light trespass illuminance from a digital display exceeds 3.0 fc at nearby residential use properties within the District and therefore adversely changes the ambient light level.

The 3.0 fc threshold corresponds to the maximum permitted illuminance from signs by the City of Los Angeles Municipal Code, and is appropriate given that the District is an urban downtown, is predominantly commercial in nature, and is a designated nighttime entertainment district. The lighting within District is anticipated to function in a manner similar to the Los Angeles Sports and Entertainment District which supports nighttime activity.
• Light trespass illuminance from a digital display exceeds 1.4 fc at residential use outside the District, and therefore adversely changes the ambient light level.

The 1.4 fc threshold takes into account the high density urban nature of the area, with residential uses that are interspersed amongst predominantly commercial uses.

Glare
• Or, the digital display creates glare with new high contrast conditions, with contrast ratio greater than 30:1, visible from a field of view from a residential use property.
• Or, the digital display creates glare effects on drivers of motor vehicles by exceeding the maximum luminance standards established by Section 21466.5 of the California Vehicle Code, where maximum brightness of the display within 10 degrees from the driver’s normal field of view is greater than 1,000 times the minimum measured brightness in the driver’s field of view, or when the

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Packet Pg. 1197 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd minimum measured brightness in the field of view is 10 footlamberts or less, the measured brightness of the light source in footlambert exceeds 500 plus 100 times the angle, in degrees, between the driver’s field of view and the light source.

As analyzed and detailed further in the Lighting Study, the closest existing residential uses to the Project site are located on the upper levels of the mixeduse use property at 1311 3rd Street Promenade/302 Arizona Ave (Victoria Secret/Criterion Promenade Apartments), directly to the south of the Project site.

The analysis in the Lighting Study shows that light trespass illuminance from the Digital Display could create a high light trespass on the existing residences on levels 2 and 3 of this mixed-use property. However, in accordance with the regulations of the Ordinance, the Project will implement design features to reduce illuminance to 3.0 fc or below at the residential uses through design features, such as:
(1) Sign area may be reduced to proportionally reduce the light trespass illuminance.
(2) Signs may be angled and oriented away from any nearby residential properties.
(3) Louvers may be integrated into the Sign design to control and limit the light trespass at nearby residential properties.
(4) Each Sign shall be fully dimmable and shall be controlled by a programmable timer so that luminance levels may be adjusted according to the time of day and applicable lighting standards.
(5) A Photometric Report prepared by a lighting professional shall be submitted to the Director upon installation prior to issuance of a certificate of occupancy or commercial operation of the display, and at two-year intervals thereafter to confirm conformance with the lighting requirements in the Ordinance.

Furthermore, the maximum luminance of the displays will be less than 30 to 1 contrast ratio. Therefore, light and glare impacts from the Project’s Digital Display would be less than significant.

Additionally, pursuant to Public Resources Code Section 21099, aesthetic impacts of the Project shall not be considered significant impacts on the environment since

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Packet Pg. 1198 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd it is considered an employment center project on an infill site within a transit priority area (see table below).
“Employment center project”
means a project located on
property zoned for commercial
uses with a floor area ratio of no
less than 0.75 and that is located
within a transit priority area.

The Project site is commercially zoned
Bayside Conservation, is developed with
existing building improvements with FAR
greater than 0.75, and is located with a
transit priority area.
“Infill site” means a lot located
within an urban area that has been
previously developed, or on a
vacant site where at least 75
percent of the perimeter of the site
adjoins, or is separated only by an
improved public right-of-way from,
parcels that are developed with
qualified urban uses.

The Project site is fully developed with
urban uses.
“Transit priority area” means an
area within one-half mile of a major
transit stop that is existing or
planned, if the planned stop is
scheduled to be completed within
the planning horizon included in a
Transportation Improvement
Program or applicable regional
transportation plan.

The Project site is located within a transit
priority area as it is located within ½ mile
of the Downtown Station for the Metro E
Line at 4th Street and Colorado Avenue.

Energy Use
The Project would comply with Section 9.61.205(G)(6) of the Digital Display District Ordinance, which requires that all new digital displays utilize 100% renewable energy

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Packet Pg. 1199 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd resources; therefore, the Project would not result in the inefficient, unnecessary, or wasteful consumption of energy.

Driver Distraction
The Project would comply with Section 9.61.205(H) of the Digital Display District Ordinance, which establishes standards and requirements to minimize driver distraction effects and ensure traffic safety. These standards include:
o Prohibition of directional, warning, danger, or information sign, or any other display likely to be mistaken for a traffic direction sign. o Prohibition of any red, flashing, blinking, or intermittent lighting that may be mistaken for warning or danger signals
o Refresh rate of no more often than once every eight seconds for static images.
o Transition fade in from the previous image over no less than one second for static or animated image.
o Prohibition of stroboscopic or flashing images, text, or lighting which rapidly change direction, oscillate, flash or reverse in contrast, and scrolling text With adherence to these requirements that are contained within the Ordinance, driver distraction effects associated with the Project would not be significant.

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Packet Pg. 1200 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd The existing urban conditions of the District pose less traffic safety and driver distraction risks than in West Hollywood and other urban locations that the traffic safety study reviewed. The Ordinance’s permitted locations for digital displays, particularly the corner Promenade buildings, have lower posted travel speeds than on Sunset Boulevard and on freeways where digital billboards are common. Additionally, the adjacent roadways to the display locations have less capacity (1-2 travel lanes in each direction). Therefore, the risk of driver distraction effects is anticipated to be further reduced in comparison to the traffic safety study.
• The project would not damage scenic resources - There are no scenic resources or scenic highways within or adjacent to the District boundaries. Pacific Coast Highway (PCH), located west of the Downtown, is eligible for designation as scenic highway, but it is not currently designated as such by the State or the County of Los Angeles nor is the highway located within the same viewshed as the District. Therefore, the Project would not have impacts on scenic resources.
• The project is not located on a hazardous waste site - The following hazardous materials databases were checked in November 2025 to determine if the Project site is identified as a known hazardous materials site pursuant to Government Code Section 65962.5:
o Department of Toxic Substances Control’s (“DTSC”) Envirostor database for hazardous waste and substances sites;
o State Water Board’s Geotracker Database for cleanup program sites, land disposal sites, leaking underground storage tank sites, military sites, permitted UST sites, oil and gas monitoring sites, and National Pollutant Discharge Elimination System sites
o State Water Board’s list of solid waste disposal sites with waste constituents above hazardous waste levels;
o California Environmental Protection Agency’s Lists of active Cease and Desist Orders (“CDO”), Cleanup and Abatement Orders (“CAO”), Contaminated Solid Waste Disposal Sites.

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Packet Pg. 1201 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd activities, such as foundation work, grading, or excavation, such that subsurface contamination could be encountered. Therefore, no impacts related to hazardous waste site listing pursuant to Government Code Section 65962.5 would occur as a result of the Project.

The project would not cause a substantial adverse change in the significance of a historical resource – The Project would not cause a material change in the significant of a historical resource – the existing Project building is not a historical resource for the purposes of CEQA.

Based on the above analysis, this Project is categorically exempt per Sections 15301, 15303, 15311, and 15332 of the CEQA Guidelines.

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Packet Pg. 1202 Attachment: CEQA Analysis 301 Arizona Ave [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd 1 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:50 PM
To: councilmtgitems; Rachel Kwok
Subject: District Ordinance, 301 Arizona Avenue, and 1202 Third Street Promenade (Items 10A, 12B, and 12C)
Attachments: Digital Display Development Agreements Support Dec2025.pdf

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Packet Pg. 1203 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade December 4, 2025
Councilmembers
Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401
Re: Digital Display Development Agreements
Santa Monica Promenade
Dear Santa Monica City Councilmembers,
I am writing in support of the proposed large format digital display signs on the Third Street Promenade located at 301 Arizona Avenue and 1202 Third Street Promenade as well as the approval of the Digital Display District Ordinance scheduled for a hearing on December 16, 2025.

The signage will benefit the City with advertising revenues as well as provide time set aside for City content.

Thank you,
David Kaplan
2419 Pier Avenue
Santa Monica 90405
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

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Packet Pg. 1204 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 1 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:44 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays Attachments: PROMENADE DIGITAL DISPLAY.docx

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Packet Pg. 1205 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 2 to the continued vitality of the Promenade and the long-term economic health of the community it anchors.

Sincerely,
Fernando Martin
Co-Owner

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Packet Pg. 1206 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade

Sincerely,

FERNANDO MARTIN

CO-OWNER
CASA MARTIN – Santa Monica
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

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Packet Pg. 1207 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 3 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:43 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: City Council Letter
Attachments: City Council Letter.docx

Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401

Re: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays

Dear Members of the Santa Monica City Council,
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

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Packet Pg. 1208 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 4 On behalf of Museum Of Illusions, I am writing to express our strong support for the proposed digital display at 301 Arizona Ave (25ENT-0021). As a proud tenant of this iconic location, we are deeply committed to the continued vitality of the Promenade and the long-term economic health of the community it anchors.

Claudia Franco
General Manager
US: +1 323 304-5891
[email protected]
www.museumofillusions.com

The contents of this email as well as any file attached to it are confidential and intended solely for individuals or entities whom they are addressed to.

Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

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Packet Pg. 1209 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade Claudia Franco
1232 Third St Promenade
[email protected]
December 11th, 2025
Santa Monica City Council
1685 Main Street
Santa Monica, CA 90401
Re: 301 Arizona Avenue and 1202 Third Street Promenade Digital Displays Dear Members of the Santa Monica City Council,
On behalf of Museum Of Illusions, I am writing to express our strong support for the proposed digital display at 301 Arizona Ave (25ENT-0021). As a proud tenant of this iconic location, we are deeply committed to the continued vitality of the Promenade and the long-term economic health of the community it anchors.

Claudia Franco
General Manager
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

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Packet Pg. 1210 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 1 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:41 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: 24ENT-0233 Development Agreement at 301 Arizona Avenue/1253 Third Street Promenade and 25ENT-0021 Development Agreement at 1202 Third Street Promenade Attachments: 20251209181929_001.pdf

Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

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Packet Pg. 1211 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 2 These projects present a timely and valuable opportunity to bring renewed energy to the Promenade, especially the 1200 block, which is uniquely suited for this type of activation. The proposed displays will add vibrancy and visual interest while providing a dynamic platform for public art, cultural programming, and community-driven content that reflects Santa Monica’s creative identity.

Thank you for your time and consideration. Please feel free to contact me if additional information would be helpful.

12.C.e
Packet Pg. 1212 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1213 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street 3 David Yakobson
From: Gaby Ghermezi <[email protected]>
Sent: Tuesday, December 16, 2025 3:41 PM
To: councilmtgitems; Rachel Kwok
Subject: FW: 24ENT-0233 Development Agreement at 301 Arizona Avenue/1253 Third Street Promenade and 25ENT-0021 Development Agreement at 1202 Third Street Promenade Attachments: Support Letter Digital Billboard.pdf

Dear Santa Monica City Council Members,
Please see attached letter in support of the proposed digital displays.

Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1214 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 4 Best,
Sheyda Semnani| In House Counsel

THE NOW
Office Tel: (855) 300-2708 ext. 114
Direct: (310) 208-9929
9815 National Blvd.

Los Angeles, CA 90034
[email protected]
https://www.thenow.la/

Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1215 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade

Thank you for your time and consideration. Please feel free to contact me if additional information would be helpful.

Sincerely,
Jeff Appel, CEO
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1216 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 1 David Yakobson
From: Mario Fonda-Bonardi <[email protected]>
Sent: Tuesday, December 16, 2025 10:00 AM
To: councilmtgitems
Cc: kaitlin; Nina Fresco; Ruthann Lehrer
Subject: 12/16/25 Agenda Items 12 B-E Displays on Landmarked Promenade Buildings

Please require, in the final Ordinance, that the Landmark's Commission approval be required for these displays on landmarked buildings in the Promenade.

Thank you,
Mario Fonda-Bonardi
President of the Board
Santa Monica Conservancy
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1217 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 1 David Yakobson
From: Richard Orton <[email protected]>
Sent: Monday, December 15, 2025 10:28 PM
To: Richard Orton; councilmtgitems
Cc: Caroline Torosis; Dan Hall; Ellis Raskin; Barry Snell; Natalya Zernitskaya; Jesse Zwick Subject: Agenda items 10.A, 12.B and 12.C | Digital Signs

Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1218 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 2 Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1219 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 3 Thanks,
Richard Orton
Ocean Park
[email protected]
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1220 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 1 David Yakobson
From: Clay Collett <[email protected]>
Sent: Monday, December 15, 2025 3:41 PM
To: Caroline Torosis; Lana Negrete; Jesse Zwick; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: Gaby Ghermezi; councilmtgitems; Oliver Chi; Jing Yeo; Roxanne Tanemori; Rachel Kwok Subject: Support for Digital Display Ordinance and DAs - Items Attachments: OBM Support Letter - Council - 2025.12.15.pdf

Thank you all.

12.C.e
Packet Pg. 1221 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade December 15, 2025

We at Orange Barrel Media (OBM) are a leading national media company with substantial experience designing, operating and maintaining signs of this type in many cities throughout the nation.

West Hollywood, CA 90069
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1222 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade sign guaranteed during the first of operation, and ongoing revenue sharing thereafter each year of the development agreement.

Best regards,

Clay Collett
Vice President, West Coast Development
Orange Barrel Media, LLC

cc: Oliver Chi
Jing Yeo
Roxanne Tanemori
Rachel Kwok
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1223 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade 3 David Yakobson
From: Daniel Negari <[email protected]>
Sent: Monday, December 15, 2025 3:14 PM
To: councilmtgitems; Lana Negrete; Jesse Zwick; Caroline Torosis; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell
Cc: Rachel Kwok
Subject: 301 Arizona and 1202 Third Street Promenade Digital Displays (Items 12-B and 12-C) and Digital Display Ordinance (Item 10-A) – Applicant Letter Attachments: from UNITED XYZ 2025.12.15.pdf

EXTERNAL
Please see my attached letter.

Looking forward to seeing our community shine bright into the future.

Daniel
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1224 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade

UNITED XYZ, LLC
2800 Olympic Boulevard, #1
Santa Monica, CA 90404
December 15, 2025

Item 12-C
December 16, 2025
Item 12-C
December 16, 2025

12.C.e
Packet Pg. 1225 Attachment: Written Comments [Revision 1] (7399 : Introduction and 1st Reading of Ordinance for 301 Arizona Ave/1253 3rd Street Promenade Santa Monica City Council
December 15, 2025

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Santa Monica City CouncilDecember 16, 2025

Santa Monica City Council
December 16, 2025