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-C
December 16, 2025
Item 12-C
December 16, 2025
12.D.e
Packet Pg. 1395 Attachment: Written Comments [Revision 1] (7401 : Introduction and First Reading of an Ordinance to Approve the 1310 Third Street Santa Monica City Council
December 15, 2025
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-C
December 16, 2025
Item 12-C
December 16, 2025
12.D.e
Packet Pg. 1396 Attachment: Written Comments [Revision 1] (7401 : Introduction and First Reading of an Ordinance to Approve the 1310 Third Street 1 David Yakobson
From: Cynthia Rose <[email protected]>
Sent: Monday, December 15, 2025 11:51 AM
To: councilmtgitems; Council Mailbox; Caroline Torosis; Jesse Zwick; Ellis Raskin; Natalya Zernitskaya; Dan Hall; Barry Snell; Lana Negrete
Cc: Armine Chaparyan; Rachel Kwok
Subject: Support Agenda Items 10.A, 12.B, 12.C
EXTERNAL
Re: Support Agenda Items: 10.A- Ordinance, 12.B - 1202 Third Street Promenade, 12.C – 301 Arizona/1253 Third Street Promenade
Dear Mayor Torosis and Councilmembers,
I am writing to express my support for the “Ordinance to Establish a Digital Display District to Permit Digital Displays”, and, specifically, the large-format digital displays proposed by Orange Barrel Media for 301 Arizona Avenue and 1202 Third Street Promenade.
Though not a fan of digital banner advertising in general — which I believe can be a slippery slope — I acknowledge they have beneficial use case scenarios when implemented carefully and thoughtfully. The ordinance will make possible these custom-designed projects, which will directly benefit the city, enhance our visitor experience, and serve our resident and business community— not only through their thoughtful designs and integration into the urban environment, but by generating new, significant, and much needed ongoing revenue streams for the City. These funds will help support essential city services and programs, making the signs not just a visual enhancement, but a meaningful public asset. The setaside for civic and non-profit content and local art will remind residents and visitors that Santa Monica is a uniquely connected community.
Thank you for your thoughtful consideration. Please don't hesitate to reach out if additional information would be helpful.
--
Cynthia Rose
I acknowledge with respect and gratitude the Tongva, Kizh, and Chumash Peoples on whose traditional territory I live and work.
Item 12-C
December 16, 2025
Item 12-C
December 16, 2025
12.D.e
Packet Pg. 1397 Attachment: Written Comments [Revision 1] (7401 : Introduction and First Reading of an Ordinance to Approve the 1310 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-C
December 16, 2025
Item 12-C
December 16, 2025
12.D.e
Packet Pg. 1398 Attachment: Written Comments [Revision 1] (7401 : Introduction and First Reading of an Ordinance to Approve the 1310 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-C
December 16, 2025
Item 12-C
December 16, 2025
12.D.e
Packet Pg. 1399 Attachment: Written Comments [Revision 1] (7401 : Introduction and First Reading of an Ordinance to Approve the 1310 Third Street Item 12.D
Development Agreement
Digital Display at 1310 3rd
Street
City Council
December 16, 2025
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1400 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Agenda
1310 3rd Street Promenade – 1 full motion digital display Applicant: Big Outdoor
Introduce for first reading an ordinance to approve Development Agreement 25ENT0086 for a Digital Display at 1310 3rd Street Promenade Additional edits since publication of Council Staff Report are proposed and indicated in Green of this presentation
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1401 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1402 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an 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 fairly and equitable 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1403 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1404 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Existing Project Site – 1310 3rd Street
Address 1310 3rd Street
Promenade
Corner Southwest corner of
Promenade/Arizona
Parcel Size 14,992 sf
Zoning Bayside Commercial
Existing Use 41,214 sf one story with
mezzanine commercial
building
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1405 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Existing Project Site
One of the permitted
corner locations in the
District Ordinance
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1406 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Project Description
Display Attributes
Size 1,000 sf
Type Building mount, full
motion
Dimensions 50’ (w) x 20’ (h)
Projections 5 ft into 3rd St ROW’
3.5 ft into Arizona
ROW
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1407 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Development Agreements
30-Year Term
• With option for two 10-year extensions
• Major modifications to the digital display subject to DA amendment • 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1408 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1409 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Financial Community Benefits
• 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1410 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an 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 occupancy thresholds are not met: For more than 12 months, MAG increased by 25% on non -
compounded, pro
-rata daily basis
Within 3 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1411 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1412 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Key Considerations
Lighting – 1310 3rd Street • A portion of digital display faces onto upper level residential uses to the east (Criterion Promenade
Apartments above Victoria Secret)
• Based on lighting study, lighting effects of proposed display would be below standards
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1413 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an 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-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1414 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Recommendations
1. Adopt findings of categorical exemptions pursuant to Sections 15301, 15303, 15311, and 15332 of the California Environmental Quality Act (CEQA) Guidelines; and
2. Introduce an ordinance for first reading to approve Development Agreement 25ENT-0086 substantially in the form attached hereto for a Digital Display at 1310 3rd Street Promenade • With amendments as stated by staff
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1415 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an Recommended Action
Questions?
Thank you!
Item 12-D
December 16, 2025
Item 12-D
December 16, 2025
12.D.f
Packet Pg. 1416 Attachment: PowerPoint Presentation (7401 : Introduction and First Reading of an City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 12.E
1 of 24
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 395 Santa Monica Place Recommended Action
Staff recommends that the City Council
1) Adopt findings of categorical exemptions pursuant to Sections 15301, 15303, 15311, and 15332 of the California Environmental Quality Act (CEQA) Guidelines;
2) Introduce an ordinance for first reading to approve Development Agreement 24ENT-0024 for four Digital Displays at 395 Santa Monica Place. 3) Approve a license agreement with Trigild IVL, Court-Appointed Receiver for the Santa Monica Place property, for installation and operation of a digital display on Parking Structure No. 7.
Executive Summary
Signage in the City of Santa Monica 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, Macerich LLC, submitted Development Agreement (DA) application 24ENT-0024 on February 1, 2024, for installation and operation of four new full motion, Digital Displays on the exterior facades of the Santa Monica Place shopping center (“Digital Displays”). Since the City’s Municipal Code does not permit such large format,
12.E
Packet Pg. 1417
2 of 24
digital billboards that display off-premise advertising, a development agreement application was submitted for the installation of these four Digital Displays.
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 applicants of new digital displays. 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 website, contemplates that digital displays will be approved by development agreement consistent with the ordinance 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 Development Agreement 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 result in the orderly development of the digital displays 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 displays, (4) preserve substantial City discretion in reviewing the Digital Displays’ design, (5) secure for the City improvements that benefit the public, (6) 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 Ordinance, and (7) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted.
Key Issues for Consideration
12.E
Packet Pg. 1418
3 of 24
The City Council should consider the following key issues in its decision to approve the Development Agreement:
• Consider how well the proposed Digital Displays 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
• Whether the design concepts of the displays are appropriate to the existing building and surrounding context
• Whether the proposed displays balance sign innovation with civic responsibility • 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.
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
12.E
Packet Pg. 1419
4 of 24
• 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. 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-and-santamonica-place. Revisions have been made to the Ordinance in response to public comments received.
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-scale digital displays. The Ordinance establishes standards that would be applicable to all new digital displays, including but not limited to:
• Community Benefits • Design Authority
• 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
12.E
Packet Pg. 1420
5 of 24
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
• On the exterior facades of the Santa Monica Place shopping center with a maximum of four digital displays, each display limited to 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 investments. 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 Displays at 395 Santa Monica Place is being processed pursuant to the Ordinance and is required to provide meaningful community benefits, which are enumerated below.
Project Description
The DA application (the project) is for four new full motion, Digital Displays (24ENT0024) proposed to be installed on the upper level, exterior façades of the existing Santa Monica Place shopping center. The locations where the displays are proposed are:
• Display A - 4
th Street and Colorado Avenue
• Display B - 4
th Street and Broadway
• Display C - 2
nd Street and Broadway
• Display D - 3
rd Street Promenade and Broadway
Digital Displays A-C would have a single display face that would comprise approximately 1,000 sf of display area, while Display D would be smaller at 650 sf of display area. The displays would be full motion, with LED and would provide for paid onpremise and/or off-premise advertising, curated art, and City community content including civic announcements, local event information, and emergency announcements.
12.E
Packet Pg. 1421
6 of 24
In response to staff feedback, the applicant refined the design of the displays to achieve a more cohesive integration with the existing shopping center while enhancing its overall creativity and visual interest. The revised designs are more modern and playful, introducing a metal architectural frame that would wrap the display in a form that is in keeping with the City of Santa Monica brand identity.
Address 395 Santa Monica Place
Parcel Size: 431,515 sf
Zoning District: Downtown – Transit Adjacent (TA)
Proposed Display A
Display Location 4
th Street and Colorado Avenue
Existing Site Photo
Display Type Building mount, corner wrap
Dimensions 20’ height x 50’ width (excludes architectural elements)
12.E
Packet Pg. 1422
7 of 24
Rendering of Display A – 395 Santa Monica Place
Display A will be installed at the corner of 4th Street and Colorado Avenue. The display will wrap the corner, with most of the display face facing onto Colorado Avenue. Display A will be visible to drivers and pedestrians traveling northbound on 4th Street, and to pedestrians entering/exiting from the Metro Expo Downtown Station and walking along the Colorado Esplanade. Installation of this display will require removal of the existing artwork behind the glass corner entry.
Display A extends approximately 3.5 feet from the property line out into the existing public right of way along 4th Street and Colorado Avenue. 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.
Proposed Display B
Display Location 4
th Street and Broadway
12.E
Packet Pg. 1423
8 of 24
Existing Site Photo
Display Type Building mount, corner wrap
Dimensions 20’ height x 50’ width (excludes architectural elements) Rendering of Display B – 395 Santa Monica Place
12.E
Packet Pg. 1424
9 of 24
Display B will be installed at the corner of 4th Street and Broadway on the façade of City-owned Parking Structure 7. This display would be visible to drivers and pedestrians traveling on 4th Street and on Broadway. Installation of this display will require removal of the existing metal architectural projection at this corner. Additionally, since this display is located on City property, a license agreement will be required.
Display B extends approximately 3.5 feet out into the existing public right of way along 4 th Street, 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.
Proposed Display C
Display Location 2
nd Street and Broadway
Existing Site Photo
Display Type Building Mount, corner wrap
Dimensions 20’ height x 50’ width (excludes architectural elements)
12.E
Packet Pg. 1425
10 of 24
Rendering of Display C – 395 Santa Monica Place
Display C will be installed at the corner of 2nd Street and Broadway and will be visible to drivers and pedestrians traveling on 2nd Street and on Broadway. The digital display extends approximately 3.5 feet into the existing right of way along 2nd Street, 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.
Proposed Display D
Display Location 3
rd Street Promenade and Broadway
12.E
Packet Pg. 1426
11 of 24
Existing Site Photo
Display Type Building Mount – Above existing storefront Dimensions ~32’ height x 20’ width (excludes architectural elements) Rendering of Display D – 395 Santa Monica Place
12.E
Packet Pg. 1427
12 of 24
Display D will be installed above the existing storefront along the Broadway frontage of the shopping center. This display is 650 square feet and is proposed to be vertically oriented so as to not fully obstruct the distinctive architectural element above the existing Tesla storefront. The display will primarily be visible to pedestrians walking southbound along the Third Street Promenade to the shopping center. This digital display extends approximately 2 feet 3 inches into the existing right of way along Broadway.
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
The applicant of the proposed Digital Displays 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 Contribution
12.E
Packet Pg. 1428
13 of 24
The installation of large format, Digital Displays at the Santa Monica Place shopping center 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 June 10, 2025 direction and the Ordinance, the DA for the proposed Digital Displays at 395 Santa Monica Place 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 – the reduction in the one-time community benefit payment and starting MAG for Display D reflects a proportionate reduction in the size of this display (as permitted in the Ordinance). • One time community benefit payment of $500,000 each for Digital Displays A-C and $325,000 for Display D to be paid within 30 days of issuance of a Certificate of Occupancy or final building permit signoff of the Digital Display. For each display, if the one-time payment is not made on or before June 30, 2027, then the 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. • Annual 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 each for Digital Displays A-C and $325,000 for Display D, which shall be paid quarterly, with a 3% annual escalation starting on June 30, 2027 over the 30-year term of the
12.E
Packet Pg. 1429
14 of 24
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 have monetized value is allocated display time for curated City and Art content. Consistent with the Ordinance, the applicant is required to allocate 20% of the total annual display time per display for community content such as civic news, public service announcements, emergency notifications, Amber Alerts, community event updates, 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 each 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.
As required in the Ordinance, the operator of the Digital Displays would be required to participate in a City-administered Digital Display City Content Program that will highlight civic information, cultural programming, and local 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 Displays not only serve commercial purposes but also act 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 Displays offer 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 (estimated to be 12 minutes per hour) under the Ordinance 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 shopping center. The City
12.E
Packet Pg. 1430
15 of 24
has the unilateral right to elect to aggregate its City and Art Content Allocation into multiple blocks per hour to facilitate special promotional activities in the City.
Building Occupancy
The proposed Digital Displays 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 applicant is required to adhere to minimum building occupancy standards. As specified in the DA, the following minimum occupancy thresholds are established for the Santa Monica Place shopping center:
(i) Fifty percent (50%) of the total rentable floor area within the existing shopping center
(ii) One-hundred percent (100%) of the rentable ground floor space of the building to which the display is installed on
(iii) Twenty (20%) of the remaining rentable ground floor space within the existing shopping center (i.e., total rentable ground floor of shopping center minus ground floor of the buildings to which the display is installed on) If either occupancy threshold (i) or (ii) is not met for more than 18 consecutive months or occupancy threshold (iii) is not met for more than 24 consecutive months, then the DA requires the MAG Contribution to be increased by 25% (non-compounded) on a daily basis. Additionally, the DA provides the City the right to shut off the display if the occupancy threshold is not met within four (4) years and the right to terminate the DA if threshold is not met within five (5) years.
Key Issues
Lighting – Display D faces north onto the Promenade, and as such, some of the upper level residential uses to the north at 1453 3rd Street (Residences on 3rd Street Promenade) will have visibility of the proposed display. Light trespass on these existing sensitive residential uses would be minimized through compliance with the illumination standards established in the Digital Display District Ordinance. These standards were developed based on a Lighting Study conducted for the Digital Display District. The Lighting Study analyzed all 16 potential digital displays that could be installed under the Ordinance, which include the 4 proposed digital displays at 395 Santa Monica Place.
Consistent with the Ordinance, the digital displays would adhere to strict brightness limits that vary by time of day:
12.E
Packet Pg. 1431
16 of 24
• 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 Displays remain visible without producing excessive glare or light spill onto nearby existing 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 existing 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 Displays would be 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 Displays is the potential for driver distraction impacts, since drivers traveling on the adjacent roadways would have full view of the display. Driver distraction impacts, however, would be minimized as the Digital Display applicant 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 Displays are context-sensitive, safe environment that avoids driver distraction, protects public safety, and creates visual comfort.
Community Outreach
The applicant held an online community meeting for the project on April 15, 2024 via Zoom. The meeting was also noticed, including the meeting Zoom link on the on-site signage.
12.E
Packet Pg. 1432
17 of 24
Hearing notices for the City 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 this Council meeting.
Planning Commission Comments
The project was presented to Planning Commission for review on October 29, 2025.
The Commission opined that not all of the Digital Displays should look alike—instead, recommending that the displays should respond to building form and the surroundings, noting that there is opportunity for more-exploratory design with greater variability in the shapes and textures of the display backings for more visual interest. One commissioner also expressed concern regarding removing building features for Display B, asking the applicant to store building elements removed during installation. The Commission generally provided positive feedback on the design of Display D, stating that its distinctive vertical orientation and subtle curve is comparatively refreshing. The Commission also recommend that this display be angled from the residential building across the street to minimize potential lighting impacts. One commissioner also recommended that additional neighborhood outreach be conducted and a good neighbor policy be implemented by the applicant to ensure that complaints can be addressed.
With regard to building occupancy, the Commission stated that occupancy was important with one commissioner recommending that occupancy be required for buildings located along the walk from the parking structure and bike valet into the Santa Monica Place shopping center. 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
12.E
Packet Pg. 1433
18 of 24
plan. The 395 Santa Monica Place 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 Displays support 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.
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 – Transit Adjacent Zoning District, which permits a variety of active commercial and entertainment-oriented uses. The proposed Digital Displays would complement the existing entertainment, retail, dining, and visitor activities. It will enhance the visual and economic activity of the Promenade and Santa Monica Place shopping center 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.
12.E
Packet Pg. 1434
19 of 24
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 screen 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.
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 displays incorporate automatic dimming technology and is required to power off between 1:00 a.m. and sunrise. The Digital Displays will not show flashing or scrolling text and other visual effects that could compromise driver safety. Collectively, these measures ensure the displays operate 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 Displays 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 and occupied ground-floor uses (particularly for the buildings on which the Digital Displays are installed on), thereby supporting economic activity and maintaining the vitality of the Downtown.
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 each Digital Display. In addition, by activating an important shopping center in the Downtown and attracting visitors, the Development Agreement will contribute
12.E
Packet Pg. 1435
20 of 24
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 Displays are consistent with the goals, objectives, purposes and provisions of the Santa Monica LUCE and the Downtown Community Plan, as amended from time to time. 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 Displays align with the City’s efforts to reinvigorate the Third Street Promenade and surrounding areas as a vibrant, pedestrian-oriented entertainment district.
2. The Digital Displays comply with the regulations established in the Digital Display District Ordinance. The proposed Digital Displays 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 Displays 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 Displays 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 displays are 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 Displays provide substantial economic and public benefits that would not otherwise accrue to the public in the absence of its installation. The DA
12.E
Packet Pg. 1436
21 of 24
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 displays 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 the Santa Monica shopping center and Promenade, supporting local businesses, and strengthening the area’s identity as a premier entertainment and cultural destination.
Environmental Review
As detailed further in the CEQA analysis, the proposed Digital Displays are 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 of the CEQA Guidelines. • Section 15301 of 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 operation, permitting, and minor alterations to public or private structures, involving negligible or no expansion of existing use. The Digital Displays would be affixed to the existing Santa Monica Place shopping center. These Digital Displays are considered alterations to the existing shopping center and parking structure. No expansion of the land uses is proposed, and therefore, are exempt under Section 15301.
• Section 15303 of CEQA Guidelines provides (Class 3) exemption for the construction and location of limited numbers of new small facilities or structures.
Projects that fall into this class of exemption include accessory (appurtenant) structures. The Digital Displays would be accessory structures to the existing shopping center, and therefore, are exempt under Section 15311. • Section 15311 of 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 on-site signs. The Digital Displays would be
12.E
Packet Pg. 1437
22 of 24
accessory structures to the existing shopping center, and therefore, are exempt under Section 15311.
• Section 15332 of the CEQA Guidelines exempts projects characterized as in-fill development meeting the conditions below.
o 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.
o The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. o The project site has no value, as habitat for endangered, rare or threatened species.
o Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality.
o The site can be adequately served by all required utilities and public services.
The Digital Displays 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 Displays 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 displays are 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 as indicated in the CEQA analysis. Therefore, the project 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 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
12.E
Packet Pg. 1438
23 of 24
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 Development Agreement is expected to generate revenue to the City’s General Fund of at least approximately $1,825,000 annually, based on the MAG established in the DA. This number could be greater if the City’s 20% revenue share is greater than the MAG. Additionally, the City will receive a one-time contribution of $500,000 each for Displays A-C and $325,000 for Display D in the first year that the Digital Display is completed (total of $1,825,000 for all four Digital Displays).
12.E
Packet Pg. 1439
24 of 24
Prepared By: Rachel Kwok, Environmental Planner
Approved Forwarded to Council
Attachments:
A. CEQA Exemption Findings 395 Santa Monica Place
B. SMP Digital Displays RenderingsPlans
C. SM Place Digital Displays DA 12.16.25
D. ORD-ord-First Reading SMP Digital Displays DA
E. Written Comments
F. PowerPoint Presentation
12.E
Packet Pg. 1440
Reasons Why the Project is Exempt from CEQA
The four proposed Digital Displays at 395 Santa Monica Place (the Project) are categorically exempt from CEQA pursuant to Section 15301 (Class 1 – Existing Facilities), Section 15303 (Class 3 - New Construction or Conversion of Small Structures), and Section 15311 (Accessory Structures), and Section 15332 (Infill Projects) 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 Displays would be affixed to the existing Santa Monica Place shopping center. These Digital Displays are considered alterations to the existing shopping center and parking structure. No expansion of the land uses 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 Displays would be accessory structures to the existing shopping center, and therefore, the Project is exempt under Section 15303.
• Section 15311 of 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 accessory to (appurtenant to) existing commercial, industrial, or institutional facilities, including but not limited to: (a) On-premise signs. The Digital Displays
12.E.a
Packet Pg. 1441 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve would be accessory structures to the existing shopping center, and therefore the Project is exempt from CEQA under Section 15311.
• Section 15332 of the CEQA Guidelines exempts projects characterized as in-fill development meeting the conditions below.
o 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.
o The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. o The project site has no value, as habitat for endangered, rare or threatened species.
o Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality.
o 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 Digital Displays 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 Displays 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 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 Project site is located in the urbanized Downtown area of Santa Monica, encompassing specifically the Third Street Promenade and Santa Monica Place shopping center. The Project Site and surrounding 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 Digital Displays would be installed on the existing shopping center. No vegetation, including sensitive or riparian vegetation, would be affected by the Digital Displays.
12.E.a
Packet Pg. 1442 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve • 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 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 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 Digital Displays include aesthetics (specifically, light/glare), energy use, and driver distraction effects. As described below, the Digital Displays would not have a significant effect related to these issues due to unusual circumstances:
Light/Glare
A Light Study was prepared (Attachment A) to analyze the Digital Displays District’s potential lighting and glare impacts to nearby sensitive uses, taking into account the illumination standards and regulations included in the Ordinance. For a worst case (conservative analysis), the Study analyzes all proposed and potentially future illuminated signs that could be installed in the District (up to 16 signs), including the Digital Displays at 395 Santa Monica Place. In analyzing light and glare impacts, the study identified and conducted monitoring at nearby sensitive receptors shown in the graphic below:
12.E.a
Packet Pg. 1443 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve 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 residential zoned area.
Commercial use properties such as office buildings restaurants, or retail stores are not considered sensitive use properties.
Monitoring sites are utilized to describe and evaluate the existing lighting conditions at and surrounding the District to determine the maximum potential impacts that may result from light or glare onto the nearest sensitive use properties. All monitoring site locations are within the District or located in proximity of the District and would have views of the digital displays. Several monitoring sites are also potential future display locations.
12.E.a
Packet Pg. 1444 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve 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. The City of Santa Monica does not have established quantitative thresholds for assessing the significance of light/glare impacts of digital displays on sensitive uses nor is there an industry-wide standard or consistent application of significant thresholds to evaluate such impacts.
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
12.E.a
Packet Pg. 1445 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve • 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 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, light trespass resulting from the Project’s Digital Displays will be less than the significance threshold of 3.0 fc for existing residential use properties within the District and less than 1.4 fc for residential use properties outside of the District. Furthermore, at all residential use properties, the maximum luminance of the displays will be less than 30 to 1 contrast ratio.
Therefore, light and glare impacts from the Project 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 the Project is 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
Transit Adjacent Zone, 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
The Project site is fully developed with
urban uses and surrounded by urban
uses.
12.E.a
Packet Pg. 1446 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve 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.
“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
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.
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:
• Prohibition of directional, warning, danger, or information sign, or any other display likely to be mistaken for a traffic direction sign.
• Prohibition of any red, flashing, blinking, or intermittent lighting that may be mistaken for warning or danger signals
• Refresh rate of no more often than once every eight seconds for static images. • Transition fade in from the previous image over no less than one second for static or animated image.
12.E.a
Packet Pg. 1447 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve • 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. 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 is identified as a known hazardous materials site pursuant to Government Code Section 65962.5:
12.E.a
Packet Pg. 1448 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve • Department of Toxic Substances Control’s (“DTSC”) Envirostor database for hazardous waste and substances sites;1
• 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 sites2
• State Water Board’s list of solid waste disposal sites with waste constituents above hazardous waste levels;3
• California Environmental Protection Agency’s Lists of active Cease and Desist Orders (“CDO”), Cleanup and Abatement Orders (“CAO”), Contaminated Solid Waste Disposal Sites.4
The Project Site is not listed on any hazardous material sites lists compiled pursuant to Government Code Section 65962.5. The former Sears Auto Center, which was located directly across the intersection of Colorado Boulevard and 4th Street, is listed on the DTSC’s Envirostor Database. Nonetheless, the former Sears Auto Center was remediated under a under a Work Plan prepared by MACTEC Engineering and Consulting, and listed as requiring No Further Action by the DTSC on April 4, 2012. Further, the Project includes the installation of digital displays on the exterior facades of SMP and does not include grounddisturbing activities, such as foundation work, grading, or excavation, where subsurface hazardous waste sites could be encountered. Therefore, no impacts related to hazardous waste site listing pursuant to Government Code Section 65962.5 would occur.
• The project would not cause a substantial adverse change in the significance of a historical resource – As part of the EIR prepared for the Santa Monica Civic Center EIR in 2005, a report entitled “Historic Resources Technical Report Santa Monica Civic Center Specific Plan”, was prepared by PCR in March 2004 (see Attachment B). At that time, SMP was included as part of the Civic Center Specific Plan. As discussed in the report, SMP opened in 1980 as another step in the redevelopment of Santa Monica’s central retail core that began in 1965 when the pedestrianoriented Santa Monica Mall (now Third Street Promenade) was inaugurated. The designer of Santa Monica Place was Frank O. Gehry & Associates, with Hak Sik Son as Project Designer. Since the construction of SMP, Frank Gehry has become one of the world’s most renowned contemporary architects, receiving the
12.E.a
Packet Pg. 1449 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve 1990 Pritzker Architecture Prize, architecture’s highest honor, as well as the American Institute of Architects’ Gold Medal in 1999. For these reasons, the property was evaluated for National Register eligibility. Despite being positively reviewed upon its opening, SMP was renovated in 1990 and substantially renovated again in 2007 to the current open-air shopping center and no longer reflects a Frank O. Gehry & Associates original design. As a result of the renovations and lack of integrity with its original design, the 2004 PCR Historical Resources Technical Report concluded that SMP is not a historical resource pursuant to the CEQA Guidelines, Section 15064.5(a)(2)-(3). Therefore, the proposed installation of digital displays would not result in an adverse effect on a historic resource.
Based on the above analysis, this Project is categorically exempt per Sections 15301, 15303, 15311, and 15332 of the CEQA Guidelines.
12.E.a
Packet Pg. 1450 Attachment: CEQA Exemption Findings 395 Santa Monica Place [Revision 1] (7397 : Introduction and First Reading of an Ordinance to Approve
SANTA MONICA PLACE
LED DIGITAL DISPLAYS
DEVELOPMENT AGREEMENT APPLICATION
Plot Plan (Asset Plan), Renderings, Elevation Plans
December 16, 2025
12.E.b
Packet Pg. 1451 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica A
ABCD
BCD
SANTA MONICA
PLACE
BROADWAY AVE
COLORADO AVE
4TH STREET
2ND STREET
3RD STREET
SITE PLAN
NOT TO SCALE
DISPLAY A
DISPLAY B
DISPLAY C
DISPLAY D
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 2 DECEMBER 16, 2025
SITE CONTEXT PLAN
12.E.b
Packet Pg. 1452 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 1,000
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 3 DECEMBER 16, 2025
DISPLAY A
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
COLORADO AVE
4TH STREET
SANTA MONICA
PLACE
VIEWSHED
12.E.b
Packet Pg. 1453 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PLACE
COLORADO AVE
4TH STREET
3'-6"
BEYOND PROPERTY LINE
35'-6"
28'-6"
43'-3" 20'-0"
66'-0"
40'-6"
ELEVATION - SOUTHEAST / COLORADO AVE
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 28’-0”W
560 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
28’-0”W
1 560
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 4 DECEMBER 16, 2025
DISPLAY A | COLORADO ELEVATION
12.E.b
Packet Pg. 1454 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica ELEVATION - NORTHEAST / 4TH STREET
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 22’-0”W
440 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
22’-0”W
1 440
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
SANTA MONICA
PLACE
COLORADO AVE
4TH STREET
3'-6"
BEYOND PROPERTY LINE
29'-0"
21'-6"
43'-3" 20'-0"
66'-0"
40'-6"
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 5 DECEMBER 16, 2025
DISPLAY A | 4TH STREET ELEVATION
12.E.b
Packet Pg. 1455 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
4TH STREET
COLORADO AVE
SANTA MONICA
PLACE
1,000
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 6 DECEMBER 16, 2025
DISPLAY A | ENLARGED PLAN
26'-0" AT SIGN SURFACE
4'-0" AT SIGN SURFACE 20'-0" AT SIGN SURFACE
3'-6"
BEYOND PROPERTY LINE
29'-0"
35'-6"
3'-6"
BEYOND PROPERTY LINE
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
12.E.b
Packet Pg. 1456 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 7 DECEMBER 16, 2025
DISPLAY B
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
BROADWAY AVE
4TH STREET
SANTA MONICA
PARKING GARAGE
VIEWSHED
12.E.b
Packet Pg. 1457 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PARKING GARAGE
BROADWAY AVE
4TH STREET
40'-10"
31'-11"
22'-5" 20'-0"
46'-5"
18'-5"
2'-7"
INSIDE PROPERTY LINE
ELEVATION - NORTHEAST / 4TH STREET
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 32’-6”W
650 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 650
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 8 DECEMBER 16, 2025
DISPLAY B | 4TH STREET ELEVATION
12.E.b
Packet Pg. 1458 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PARKING GARAGE
BROADWAY AVE
4TH STREET
ELEVATION - NORTHWEST / BROADWAY AVE
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 17’-6”W
350 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
17’-6”W
1 350
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
28'-10"
17'-3"
22'-5" 20'-0"
46'-5"
18'-5"
3'-6"
OUTSIDE PROPERTY LINE
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 9 DECEMBER 16, 2025
DISPLAY B | BROADWAY ELEVATION
12.E.b
Packet Pg. 1459 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
BROADWAY AVE
4TH STREET
SANTA MONICA
PARKING GARAGE
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 10 DECEMBER 16, 2025
DISPLAY B | ENLARGED PLAN
2'-7"
INSIDE PROPERTY LINE
28'-9 3/8"
41'-0"
30'-6" AT SIGN SURFACE
15'-6"
AT SIGN SURFACE 4'-0" AT SIGN SURFACE
3'-6"
BEYOND PROPERTY LINE
7.2°
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
12.E.b
Packet Pg. 1460 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 11 DECEMBER 16, 2025
DISPLAY C
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
BROADWAY AVE
2ND STREET
SANTA MONICA
PLACE
VIEWSHED
12.E.b
Packet Pg. 1461 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PLACE
BROADWAY AVE
2ND STREET
41'-0"
33'-4"
26'-9" 20'-0"
50'-6"
24'-3"
1'-10"
INSIDE PROPERTY LINE
3'-1"
ABOVE PARAPET
ELEVATION - SOUTHWEST / 2ND STREET
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 32’-6”W
650 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 650
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 12 DECEMBER 16, 2025
DISPLAY C | 2ND STREET ELEVATION
12.E.b
Packet Pg. 1462 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 28'-8"
26'-9" 20'-0"
50'-6"
24'-3"
3'-6"
OUTSIDE PROPERTY LINE
3'-1"
ABOVE PARAPET
17'-2"
ELEVATION - NORTHWEST / BROADWAY AVE
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 17’-6”W
350 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
17’-6”W
1 350
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
SANTA MONICA
PLACE
BROADWAY AVE
2ND STREET
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 13 DECEMBER 16, 2025
DISPLAY C | BROADWAY ELEVATION
12.E.b
Packet Pg. 1463 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
BROADWAY AVE
2ND STREET
SANTA MONICA
PLACE
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 14 DECEMBER 16, 2025
DISPLAY C | ENLARGED PLAN
30'-6" AT SIGN SURFACE
15'-6"
AT SIGN SURFACE 4'-0" AT SIGN SURFACE
1'-10"
INSIDE PROPERTY LINE
3'-6"
BEYOND PROPERTY LINE
7.2°
28'-8 1/2"
41'-0"
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
12.E.b
Packet Pg. 1464 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
8 mm 1
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
32’-6”H
20’-0”W
650
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 15 DECEMBER 16, 2025
DISPLAY D
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
BROADWAY AVE
SANTA MONICA
PARKING GARAGE
VIEWSHED
12.E.b
Packet Pg. 1465 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PARKING GARAGE
SANTA MONICA
PLACE
BROADWAY AVE
SANTA MONICA PLACE PROMENADE
3RD
STREET
14'-0" 32'-6"
48'-11"
12'-9"
17'-5"
21'-6"
1'-8"
BEYOND PROPERTY LINE
ELEVATION - NORTHWEST / 3RD ST PROMENADE
Scale: 1/16” = 1’-0”
APPROX. 32’-6”H X 20’-0”W
650 SQFT
ASSET PIXEL
PITCH
QTY.
32’-6”H 8 mm
20’-0”W
1 650
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 16 DECEMBER 16, 2025
DISPLAY D | BROADWAY ELEVATION
12.E.b
Packet Pg. 1466 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
BROADWAY AVE
SANTA MONICA
PLACE
SANTA MONICA
PARKING GARAGE
650
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 17 DECEMBER 16, 2025
DISPLAY D | ENLARGED PLAN
2'-3"
BEYOND PROPERTY LINE
21'-6"
3'-0" AT SIGN SURFACE
5.0°
12'-2"
AT SIGN SURFACE
AT SIGN 4'-10" SURFACE
10'-9"
1'-8"
BEYOND PROPERTY LINE
ID ASSET PIXEL
PITCH
QTY.
8 mm1
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
32’-6”H
20’-0”W
12.E.b
Packet Pg. 1467 Attachment: SMP Digital Displays RenderingsPlans (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 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
TRIGILD IVL, AS COURT-APPOINTED RECEIVER FOR CERTAIN ASSETS
OF MACERICH SMP, LP
FOR DIGITAL DISPLAYS
AT SANTA MONICA PLACE
__________________, 2026
12.E.c
Packet Pg. 1468 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica i
TABLE OF CONTENTS
RECITALS ......................................................................................................................................1 ARTICLE 1 DEFINITIONS ............................................................................................................5 ARTICLE 2 DESCRIPTION OF THE DIGITAL DISPLAYS ......................................................7
2.1 General Description ..........................................................................................................7
2.2 Principal Components of the Digital Displays ..................................................................8
2.3 No Obligation to Develop. ................................................................................................8
2.4 Vested Rights. ...................................................................................................................9
2.5 Project and Community Benefits ....................................................................................10
2.6 Maintenance and Upgrades .............................................................................................19
2.7 Removal of Digital Display ............................................................................................20
2.8 Projections, Design, and Operation Standards ................................................................20
2.9 Coastal Commission Review ..........................................................................................20 ARTICLE 3 CONSTRUCTION ....................................................................................................21
3.1 [Reserved.] ......................................................................................................................21
3.2 Construction Hours .........................................................................................................21
3.3 Outside Building Permit Issuance Date ..........................................................................21
3.4 Construction Period ........................................................................................................22
3.5 Extended Vested Rights ..................................................................................................22
3.6 Existing Building Repairs, Remodeling, Reconstruction or Redevelopment and/or Digital Display Damage .............................................................................................................22
3.7 City Termination Option .................................................................................................23 ARTICLE 4 FEES, EXACTIONS, AND CONDITIONS .............................................................23
4.1 Fees, Exactions, and Conditions .....................................................................................23
4.2 Conditions on Modifications...........................................................................................23
4.3 Implementation of Conditions of Approval ....................................................................24 ARTICLE 5 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS ................24
5.1 Development Standards for the Digital Displays; Existing Regulations ........................24
5.2 Permitted Subsequent Code Changes .............................................................................25
5.3 Common Set of Existing Regulations .............................................................................26
5.4 Conflicting Enactments ...................................................................................................26
5.5 Timing of Development ..................................................................................................27
12.E.c
Packet Pg. 1469 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica ii
ARTICLE 6 DESIGN APPROVAL ..............................................................................................27 ARTICLE 7 CITY TECHNICAL PERMITS ................................................................................27
7.1 Definitions.......................................................................................................................27
7.2 Diligent Action by City ...................................................................................................27
7.3 Conditions for Diligent Action by the City .....................................................................28
7.4 Duration of Technical City Permits ................................................................................29 ARTICLE 8 AMENDMENT AND MODIFICATION .................................................................29
8.1 Amendment and Modification of Development Agreement ..........................................29 ARTICLE 9 TERM ........................................................................................................................29
9.1 Effective Date .................................................................................................................29
9.2 Term ................................................................................................................................30 ARTICLE 10 PERIODIC REVIEW OF COMPLIANCE .............................................................31
10.1 City Review ....................................................................................................................31
10.2 Evidence of Reasonable Good Faith Compliance ..........................................................31
10.3 Information to be Provided to Owner .............................................................................31
10.4 Notice of Breach; Cure Rights ........................................................................................31
10.5 Failure of Periodic Review .............................................................................................31
10.6 Termination of Development Agreement .......................................................................31
10.7 City Cost Recovery .........................................................................................................32 ARTICLE 11 DEFAULT...............................................................................................................32
11.1 Notice and Cure ..............................................................................................................32
11.2 Remedies for Monetary Default. .....................................................................................33
11.3 Remedies for Non-Monetary Default .............................................................................33
11.4 Modification or Termination of Agreement by City .......................................................35
11.5 Cessation of Rights and Obligations ...............................................................................36
11.6 Completion of Improvements .........................................................................................36 ARTICLE 12 MORTGAGEES .....................................................................................................36
12.1 Encumbrances on the Property .......................................................................................36 ARTICLE 13 TRANSFERS AND ASSIGNMENTS ...................................................................38
13.1 Transfers and Assignments .............................................................................................38
13.2 Release Upon Transfer ....................................................................................................38 ARTICLE 14 INDEMNITY TO CITY .........................................................................................39
14.1 Indemnity ........................................................................................................................39
14.2 City’s Right to Defense ...................................................................................................39
12.E.c
Packet Pg. 1470 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica iii
ARTICLE 15 GENERAL PROVISIONS......................................................................................40
15.1 Notices ............................................................................................................................40
15.2 Entire Agreement; Conflicts ...........................................................................................41
15.3 Binding Effect .................................................................................................................41
15.4 Agreement Not for Benefit of Third Parties ...................................................................41
15.5 No Partnership or Joint Venture .....................................................................................41
15.6 Estoppel Certificates .......................................................................................................41
15.7 Time ................................................................................................................................42
15.8 Excusable Delays ............................................................................................................42
15.9 Governing Law ...............................................................................................................43
15.10 Cooperation in Event of Legal Challenge to Agreement ................................................43
15.11 Attorneys’ Fees ...............................................................................................................43
15.12 Recordation .....................................................................................................................44
15.13 No Waiver .......................................................................................................................44
15.14 Construction of this Agreement ......................................................................................44
15.15 Other Governmental Approvals ......................................................................................44
15.16 Jurisdiction and Venue ....................................................................................................45
15.17 Exhibits ...........................................................................................................................45
15.18 Counterpart Signatures ....................................................................................................46
15.19 Certificate of Performance ..............................................................................................46
15.20 Interests of Owner ...........................................................................................................46
15.21 Operating Memoranda ....................................................................................................46
15.22 Acknowledgments, Agreements and Assurance on the Part of Owner ..........................47
15.23 Waiver of Protest. ...........................................................................................................47
15.24 Not a Public Dedication ..................................................................................................47
15.25 Other Agreements ...........................................................................................................47
15.26 Severability and Termination ..........................................................................................48
15.27 Community Development Director Approval ................................................................48
15.28 City Manager Approval ..................................................................................................48 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
12.E.c
Packet Pg. 1471 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica iv
Exhibit “G” Digital Display District Ordinance
Exhibit “H” Form of License Agreement
Exhibit “I” Ground Floor Level Diagram for Suites 102, 120, 122 and 196 Exhibit “J” Form of Building Occupancy Threshold Table/Spreadsheet
12.E.c
Packet Pg. 1472 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 1 DEVELOPMENT AGREEMENT
This Development Agreement (“Agreement”), dated ____________, 2026, is entered into by and between Trigild IVL, as Court-Appointed receiver for certain assets of Macerich SMP, LP, the title owner of the Property, in the lawsuit captioned Wilmington Trust, National Association, as Trustee for the Benefit of the Holders of Wells Fargo Commercial Mortgage Trust 2017-SMP, Commercial Mortgage Pass-Through Certificates, Series 2017-SMP v.
Macerich SMP LP, Case No. 25STCV04262, in the Superior Court of the State of California in and for the County of Los Angeles (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. On February 26, 2025, Honorable James C. Chalfant of the Superior Court of the State of California, in and for the County of Los Angeles, appointed Trigild IVL as Receiver for the commercial property located in the City of Santa Monica, State of California, commonly known as Santa Monica Place, as more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”). The appointment order is referred to in this Agreement as the “Receivership Order.” At the time the Receivership Order was entered, the Property was owned by Borrower Macerich SMP LP (“Borrower”). In the Receivership Order, the Court authorized Trigild IVL to execute documents related to the Property on behalf of Borrower, including this Agreement. Accordingly, while Trigild IVL does not own the Property, Trigild IVL is authorized to execute and perform under this Agreement on behalf of Borrower, as the owner.
C. The Property is developed with an approximately 527,000 square foot outdoor shopping center that is occupied with retail, restaurant and other commercial uses, consisting of several existing commercial buildings and parking structures including without limitation the following buildings relevant to this Agreement: (1) the existing commercial shopping center building adjacent to the intersection of Colorado Avenue and 4th Street (the “Colorado/4th Street Building”), (2) the existing parking structure adjacent to the intersection of Broadway and 4th Street (“Parking Structure 7”), (3) the existing commercial structure that is connected to Parking Structure 7 and adjacent to the intersection of Broadway and the Third Street Promenade (“Broadway Storefront”) and (4) the existing commercial building adjacent to the intersection of Broadway and 2nd Street (the “Broadway/2nd Street Building”). Together, the Colorado/4th Street Building, Parking Structure 7, the Broadway Storefront, and the Broadway/2nd Street Building, which are physically connected to, and integrated with, each other are collectively referred to as 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
12.E.c
Packet Pg. 1473 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 2 “LUCE”). The Property is in the Transit Adjacent “TA” District under the Downtown Community Plan (“DCP”) and 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 four (4) LED digital displays and associated sign structures (each, individually a “Digital Display” and collectively, the “Digital Displays”) on the Colorado/4th Street Building, the Broadway/2nd Street Building and Parking Structure 7. The Digital Displays are proposed for displaying paid static or full motion animated 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 Displays will generate revenues for the City through the Community Benefit Payment set forth in this Agreement.
F. The proposed locations for the Digital Displays (each, a “Location”, and collectively, the “Locations”), are as follows:
i. Colorado/4th Street Building (“Location A”): one south facing Digital Display;
ii. Parking Structure 7 (“Location B”): one northeast facing Digital Display; iii. Broadway/2nd Street Building (“Location C”): one west facing Digital Display; and
iv. Broadway Storefront (“Location “D”) one north facing Digital Display.
G. 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 Displays from Owner during the term of this Agreement.
H. On February 1, 2024, Owner filed an application for a Development Agreement (24ENT-0024), pursuant to Santa Monica Municipal Code (“SMMC”) Section 9.60.020 (the “Development Application”). The Development Application proposed an the installation of the Digital Display for Location B on Parking Structure 7, which is owned by the City and leased to Owner for parking and other ancillary uses, but not for off-premises digital advertising.
Therefore, in addition to the City’s approval of the Development Agreement, Owner is also seeking a license (the “License”) from the City to use the outer wall of Parking Structure 7 to mount the Digital Display for Location B.
I. The conceptual designs of the Digital Displays are more particularly depicted on the conceptual Digital Display Plans dated December 16, 2025 and attached hereto as Exhibit “B” (the “Digital Display Plans”).
J. Owner has paid all necessary costs and fees associated with the City’s processing of the Development Application and this Agreement.
K. The primary purpose is to allow for Digital Displays on the Property to (1) create a visually stimulating and informative experience at Santa Monica Place; (2) promote the City,
12.E.c
Packet Pg. 1474 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 3 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 Parties desire to enter into this Agreement in conformance with the Development Agreement Statutes in order to achieve the development of the Digital Displays on the Property.
L. Allowing the Digital Displays 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. 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.
12.E.c
Packet Pg. 1475 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 4 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.”
M. The City Council has determined that a development agreement is appropriate for the proposed development of the Digital Displays on the Property. This Agreement will (1) eliminate uncertainty in planning for the Digital Displays and result in the orderly development of the Digital Displays 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 Displays, (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.
N. 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 Displays on the Property in accordance with this Agreement. The Digital Displays will provide a number of significant project and community benefits as set forth in Section 2.5 of this Agreement.
O. 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.
P. The City Council has found that the provisions of this Agreement are consistent with the relevant provisions of the 1976 Redevelopment Plan.
Q. 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 Displays including this Agreement.
R. 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 Displays are 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.
S. On ___________, 2026 the City Council adopted Ordinance No. _______________ approving this Agreement.
12.E.c
Packet Pg. 1476 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 5 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.
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 Displays referenced in Recital “H”.
12.E.c
Packet Pg. 1477 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 6 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 that Digital Display is/has been issued.
1.18 “Digital Display Plans” mean the plans for the Digital Displays 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 Displays 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.
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.
12.E.c
Packet Pg. 1478 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 7 1.27 “Owner” means Trigild IVL as receiver for certain assets of Macerich SMP, LP, the title owner of the Property, and all successor Court-appointed receivers and successor title owners of 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 “Receivership Lawsuit” means that case captioned Wilmington Trust, National Association, as Trustee for the Benefit of the Holders of Wells Fargo Commercial Mortgage Trust 2017-SMP, Commercial Mortgage Pass-Through Certificates, Series 2017-SMP v.
Macerich SMP LP, Case No. 25STCV04262, in the Superior Court of the State of California in and for the County of Los Angeles.
1.32 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.
1.33 “Transfer” means the transfer of title to property by the execution of the deed or other instrument.
1.34 “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 DISPLAYS
2.1 General Description. Each Digital Display includes the proposed improvement of the Property as more particularly described in this Agreement and on the Digital Display Plans, which present each 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 Displays (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 be interpreted by the Owner as a pre-approval of the Construction Plans and Specifications by the City Building Official or City Engineer.
12.E.c
Packet Pg. 1479 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 8 2.2 Principal Components of the Digital Displays. The Digital Displays consist 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:
Location A: an approximately 1,000 square foot full motion, LED digital/animated display/billboard to be installed as shown on the Digital Display Plans.
Location B: an approximately 1,000 square foot full motion, LED digital/animated display/billboard to be installed as shown on the Digital Display Plans.
Location C: an approximately 1,000 square foot full motion, LED digital/animated display/billboard to be installed as shown on the Digital Display Plans.
Location D: an approximately 650 square foot full motion, LED digital/animated display/billboard to be installed as shown on the Digital Display Plans.
For the avoidance of doubt, removal of the existing architectural feature/projection on Parking Structure 7 to accommodate installation of the Digital Display at Location B as shown on the Digital Display Plans is part of the Digital Display at Location B being approved as part of this Agreement and shall not require further design approval. The Digital Displays may display static or full motion animated illuminated/digital content seven Days per week including paid onpremises 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 Displays 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 Displays.
(b) The decision to proceed or to forbear or delay in proceeding with construction of the Digital Displays 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 Displays shall be in Owner’s sole discretion.
2.3.2 Failure to Proceed. Failure by Owner to proceed with construction of the Digital Displays shall not result in any loss or diminution of development rights for the Digital Displays, 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
12.E.c
Packet Pg. 1480 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 9 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 Displays. The City shall maintain a complete copy of the Digital Display Plans, stamped “Approved” by the City, in the Office of the City 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 Displays. Owner, with the approval of the Community Development Director, may make minor changes to the Digital Displays 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 each 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 Displays, 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 Displays 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 any 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 and California Department of Transportation approval, if required; (c) Any deviation from the Digital Display District Ordinance, as it may be amended from time to time;
12.E.c
Packet Pg. 1481 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 10 (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.
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 Displays in accordance with the following: (i) the Digital Displays 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 Displays 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 Displays 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 Displays.
2.5.1 One-Time Community Benefit Contribution. Within thirty (30) Days of the Digital Display Commencement Date for the applicable Digital Display, Owner shall pay a one-time community benefits contribution to the City (the “One-Time Community Benefit Payment”) for such Digital Display in the amount of (a) Five Hundred Thousand Dollars ($500,000.00) for each of the Digital Displays at Locations A, B and C and (b) Three Hundred Twenty-Five Thousand Dollars ($325,000.00) for the Digital Display at Location D. If any of the One-Time Community Benefit Payments are not made on or before June 30, 2027, then such One-Time Community Benefit Payment 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
12.E.c
Packet Pg. 1482 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 11 Term, for each Digital Display that has been issued a Certificate of Occupancy or final building permit signoff, as applicable, Owner shall pay to the City an amount equal to the greater of: (a) the Revenue Share Contribution (as set forth in subsection (a) below) for such Digital Display, and (b) the applicable MAG Contribution for such Digital Display (as set forth in subsection (b) below) (the “Ongoing Community Benefit Contribution”).
(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 for each Digital Display. Such Revenue Share Contribution shall be 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 for each Digital Display and in accordance with the timing specified in Section 2.5.2(c) below, Owner shall pay to the City for such Digital Display a minimum annual guaranteed payment (the “MAG Contribution”) equal to:
(i) For the Digital Displays at Locations A, B and C, Five Hundred Thousand Dollars ($500,000.00), which amount
shall escalate by three percent (3%) commencing on June 30, 2027 and annually by three percent (3%) each June 30
thereafter.
(ii) For the Digital Displays at Location D, Three Hundred Twenty-Five Thousand Dollars ($325,000.00), 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 for each Digital Display, 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
12.E.c
Packet Pg. 1483 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 12 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 each year, Owner shall submit to 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 for each Digital Display 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
12.E.c
Packet Pg. 1484 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 13 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’s or Operator’s 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 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
12.E.c
Packet Pg. 1485 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 14 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 affected 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 affected Digital Display or the visibility of the affected 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 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 affected 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 affected 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
12.E.c
Packet Pg. 1486 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 15 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 affected 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 affected Digital Display due to the Abatement Event (“Claim
Documentation”).
(5) Abatement Period. The abatement of the MAG Contribution for the affected Digital Display 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”).
(6) Abatement Credit Timing. Owner understands, acknowledges and agrees that Owner has no right to withhold the MAG
Contribution for the affected Digital Display 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 for the affected Digital Display during the Abatement Period shall in no way reduce or abrogate Owner’s obligation to pay City the Revenue Share Contribution for the affected Digital Display 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.
12.E.c
Packet Pg. 1487 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 16 (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 affected 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 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
12.E.c
Packet Pg. 1488 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 17 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 Displays. 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 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 Definition. For the purposes of this Agreement, “Occupancy Threshold” means if any of the following occur:
(i) If beginning on the later of January 1, 2027 or the Digital Display Commencement Date for Location C, the ground floor level of Suite 103 remains unoccupied for more than eighteen (18) consecutive months during the Term, (ii) If beginning on the later of January 1, 2027 or the Digital Display Commencement Date for Location D, the ground floor level of Suites 120 and 122 remains unoccupied for more than eighteen (18) consecutive months during the Term, (iii) If beginning on the later of January 1, 2027 or the Digital Display Commencement Date for Location A, the ground floor level of Suite 196 remains unoccupied for more than eighteen (18) consecutive months during the Term, (iv) If beginning on the later of January 1, 2027 or the Digital Display Commencement Date for the first Digital Display, less than twenty percent (20%) of the remainder of the ground floor rentable floor area (i.e., cumulative of the ground floor level suites other than Suites 103, 120, 122 and 196) is occupied for more than twenty-four (24) consecutive months during the Term; or
12.E.c
Packet Pg. 1489 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 18 (v) If beginning on the later of January 1, 2027 or the Digital Display Commencement Date for the first Digital Display, if less than fifty percent (50%) of the rentable floor area within the Existing Building is occupied for more than eighteen (18) consecutive months during the Term.
For purposes of calculating the percentage of occupied rentable floor area, any ground floor kiosk activations shall count toward the occupied rental floor area. The references to the ground floor levels of Suites 103, 120, 122 and 196 in this Section 2.5.4 refer to the locations labeled as such on Exhibit “I”.
(b) Occupancy Threshold. If the Occupancy Threshold is not satisfied, then for the period commencing on the first (1st) day following the Occupancy Threshold’s eighteen (18) or twenty four (24) month period, as applicable, 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 for each Digital Display 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). (c) 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. (d) 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 (x) two (2) twelve (12) month extensions of the eighteen (18) month timeline in Sections
2.5.4(a)(i)-(iii) and (v) and (y) one twelve (12) month extension and one additional six (6) month extension (totaling up to eighteen months) of the twenty-four month timeline in Section
2.5.4(a)(iv) 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.
(e) 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(s)
12.E.c
Packet Pg. 1490 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 19 and in no event for longer than a period of twenty-four (24) 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 twenty-four (24) month period shall begin to run from the date that the Owner obtains an active and valid building permit 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.
(f) 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 falls below the Occupancy Threshold for more than four (4) 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 one or more of the Digital Displays 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 of the Existing Building, City may, subject to the notice and cure provisions of Article 11, terminate this Agreement.
(g) 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. The Parties agree that a table/spreadsheet in form similar to Exhibit “J” is an acceptable format for providing the information required to demonstrate compliance with the Occupancy Threshold.
2.6 Maintenance and Upgrades. After the Building Official’s final approval or signoff, as applicable, for each Digital Display and for as long as each Digital Display is in place, Owner shall maintain each Digital Display (including its support structure) in safe, attractive and good condition, clean and free of graffiti. In the event a 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.
12.E.c
Packet Pg. 1491 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 20 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 Displays and patch/repair the façades of the Existing Building. Notwithstanding the foregoing, Owner shall not be required to remove the Digital Displays if Owner and City have entered into an extension of this Agreement or a new agreement regarding the continued operation of the Digital Displays on the Property. Further, Owner shall not be required to remove the Digital Displays 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 Displays 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 Displays shall conform to the Digital Display District Ordinance. (b) Exemption From City Sign Code. For avoidance of doubt, the Digital Displays shall be exempt from the City’s Sign Code (SMMC Chapter 9.61).
2.9 Coastal Commission Review. After the Effective Date of this 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.
12.E.c
Packet Pg. 1492 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 21 2.13 License Agreement. Owner requires a license from the City to install and operate a Digital Display on the exterior of Parking Structure 7, which is owned by the City and is leased to Owner. Owner may also require a license for the installation and maintenance of certain electrical equipment in or on Parking Structure 7 to serve the Digital Display for Location B. In consideration for any license granted by the City, Owner shall be subject to and shall comply with the terms and conditions of the License Agreement, in form of Exhibit “H”, attached hereto. Owner additionally acknowledges, understands, and agrees that a default of any obligations under the License Agreement shall constitute a “Breach” under Article 11 of this Agreement and a Breach under Article 11 of this Agreement shall constitute a default of any obligations under the License Agreement.
ARTICLE 3
CONSTRUCTION
3.1 [Reserved.]
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 building permits for the Digital Displays 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 as to any of the Digital Displays for which a building permit has not been issued. “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 a 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 of such Digital Display is delayed. If issuance of the building permit for a Digital Display does not occur within four (4) months of Owner’s submittal of a complete plan check application for such 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
12.E.c
Packet Pg. 1493 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 22 be extended one month for each additional month or partial month greater than four (4) that such 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 Displays 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 any Digital Display shall be completed no later than eighteen (18) months from issuance of the building permit for such Digital Display. If a building permit for all or part of such 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 for each Digital Display for which a building permit has not yet been issued (“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 requires removal of any of the Digital Displays or (b) any of the Digital Displays 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 affected Digital Display(s) 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 with respect to the affected Digital Display(s) during the period such Digital Display(s) is or are removed and shall resume on the
12.E.c
Packet Pg. 1494 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 23 date of issuance of a certificate of occupancy (or final building permit signoff, as applicable) for the reconstructed Digital Display(s) 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 with respect to the affected Digital Display(s) 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 such Digital Display(s) 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, remodeling, reconstruction or redevelopment that requires removal of any of the Digital Displays) and such circumstances are not caused by any act, event or condition listed under Section 15.8.1; (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 a 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) (if the affected 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 with respect to the affected Digital Display, 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 with respect to the affected Digital Display 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 any of the Digital Displays 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
12.E.c
Packet Pg. 1495 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 24 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 Displays; Existing Regulations. The following development standards and restrictions set forth in this Section 5.1 govern the use and development of the Digital Displays 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 Displays.
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 Displays. Except as provided in Section 5.2, development of the improvements that will comprise the Digital Displays, including without limitation, the development standards for the design, development, construction, or use of such Digital Displays, 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
12.E.c
Packet Pg. 1496 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 25 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 Displays 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 Displays 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 Displays, 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 Displays 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 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 Displays 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 any of the Digital Displays
12.E.c
Packet Pg. 1497 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 26 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 Displays (except as provided in Section 5.2.1(a), (b), and (d) above), (ii) materially delay development of the Digital Displays or would cause a material change in the uses of the Digital Displays as provided in this Agreement, or (iii) materially impair the development, operation or use of the Digital Displays. (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 Displays.
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 Displays as it may have an interest in, in which case such Subsequent Code Change shall be deemed to be an Existing
12.E.c
Packet Pg. 1498 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 27 Regulation insofar as that portion of the Digital Displays 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 Displays shall not prevail over this Agreement.
ARTICLE 6
DESIGN APPROVAL
Notwithstanding any provision of the SMMC or any interim zoning ordinance to the contrary, 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 Displays 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.
12.E.c
Packet Pg. 1499 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 28 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 each Digital Display, and then issue the Technical City Permits for each 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.
7.3.2 Issuance of a Technical City Permit. The obligation of the City to issue a Technical City Permit for each 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 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 Displays 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 Displays, then the Community Development Director is hereby authorized to grant
12.E.c
Packet Pg. 1500 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 29 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 Displays, 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 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 a 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 such 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.
12.E.c
Packet Pg. 1501 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 30 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 Displays does not occur within six (6) months of the submittal by Owner of the Digital Displays 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 any Digital Display. Prior to removal of any Digital Display, Owner shall provide the City with at least one hundred twenty (120) Days notice of its election to remove such Digital Display and terminate this Agreement as to such Digital Display(s). 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(s) in accordance with Section 2.7 and payment of any outstanding Ongoing Community Benefit Contribution with respect to such removed Digital Display(s) accrued through the Early Termination Date plus an early termination fee for each removed Digital Display in the amount of Two Hundred and Fifty Thousand Dollars ($250,000) (the “Early Termination Fee”) for each removed Digital Display, this Agreement shall automatically terminate, as applicable, with respect to the removed Digital Display(s). In the event that Owner removes all Digital Displays pursuant to the requirements set forth in this Section 9.2.2, this Agreement shall automatically terminate as to all of the Digital Displays.
9.2.3 Termination Certificate. Upon termination of this Agreement with respect to any or all of the Digital Displays, 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 Displays 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.
12.E.c
Packet Pg. 1502 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 31 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.
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
12.E.c
Packet Pg. 1503 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 32 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.
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.
12.E.c
Packet Pg. 1504 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 33 11.1.5 Cross Default. A default of any obligations under the License Agreement shall constitute a “Breach” under Article 11 of this Agreement and a Breach under Article 11 of this Agreement shall constitute a default of any obligations under the License Agreement.
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.
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 Displays.
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:
12.E.c
Packet Pg. 1505 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 34 (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;
(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.
12.E.c
Packet Pg. 1506 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 35 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.
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
12.E.c
Packet Pg. 1507 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 36 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.
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 Displays 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 Displays 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
12.E.c
Packet Pg. 1508 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 37 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 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.E.c
Packet Pg. 1509 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 38 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. (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
12.E.c
Packet Pg. 1510 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 39 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, including the title owner and any court appointed receiver, 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 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, including the title owner who has possession of the Property and any court appointed receiver, or of its officers, board members, agents, employees, volunteers, contractors, subcontractors or other persons acting on its behalf, including 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 Displays 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 Displays. 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 Displays. The provisions of this Section shall survive the termination of the Agreement.
Notwithstanding anything to the contrary in this Agreement, while the Receiver has possession of the Property and until the Receiver is discharged, any and all indemnification obligations of Owner under this Agreement shall be limited to the receivership estate, including any and all insurance coverage applicable during Receiver’s appointment, and shall not be personal obligations of Trigild IVL or any successor Court-appointed receiver.
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.
12.E.c
Packet Pg. 1511 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 40 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
To Owner:
National Association, as Trustee for the Benefit of the Holders of Wells Fargo Commercial Mortgage Trust 2017-SMP, Commercial Mortgage Pass-Through Certificates, Series 2017-SMP v. Macerich SMP LP, Case No. 25STCV04262, in the Superior Court of the State of California in and for the County of Los Angeles
c/o Chris Neilson
8111 Douglas Avenue, Suite 600
Dallas, Texas 74225
[email protected]
With copies to:
Argentic Services Company LP
500 N. Central Expressway, Suite 261
Plano, TX 75074
Attn: Michael Mendelsohn
Big Outdoor
3811 Turtle Creek Blvd, Ste 1200
Dallas, TX 75219
Attn: Legal Department
Harding Larmore Kutcher & Kozal, LLP
1250 Sixth Street, Suite 200
Santa Monica, CA 90401
12.E.c
Packet Pg. 1512 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 41 Attn: Paula Larmore
Holland & Knight LLP
4675 MacArthur Court, Suite 900
Newport Beach, California 92660
[email protected]
Attn: Anne Beehler
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 Displays 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 Displays.
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 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
12.E.c
Packet Pg. 1513 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 42 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 permit or approval Owner deems necessary or desirable for the implementation of the Digital Displays;
12.E.c
Packet Pg. 1514 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 43 (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 Displays, 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 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
12.E.c
Packet Pg. 1515 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 44 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 Displays in accordance with this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property and/or the Digital Displays including, without limitation, applying for approval by the California Coastal Commission and/or California Department of Transportation if required under the Coastal Act or the Outdoor Advertising Act (California Business & Professions Code Section 5200 et seq.), respectively. The City shall reasonably cooperate with Owner in its endeavors to obtain such permits and approvals. Owner acknowledges that nothing in this Development Agreement supersedes State Law including, without limitation, the Coastal Act and/or the Outdoor Advertising Act as applicable.
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 Displays in accordance with this Agreement, including, but not limited to, the following:
12.E.c
Packet Pg. 1516 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 45 (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
(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 any of the Digital Displays once issued by the City provided that such 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 any of the Digital Displays 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 Displays, 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 Displays, 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 Receivership Lawsuit. If the Receivership Lawsuit is no longer pending, then the legal action or proceeding shall be filed 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
12.E.c
Packet Pg. 1517 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 46 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
Exhibit “H” Form of License Agreement
Exhibit “I” Ground Floor Level Diagram for Suites 102, 120, 122 and 196 Exhibit “J” Form of Building Occupancy Threshold Table/Spreadsheet 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 Displays 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
12.E.c
Packet Pg. 1518 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 47 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 Displays 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 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 Displays. 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 Displays 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 Displays, 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 Displays as private property. Owner shall have the right to prevent or prohibit the use of the Property, or the Digital Displays, 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 Displays, 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 Displays.
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
12.E.c
Packet Pg. 1519 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 48 Digital Displays. 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 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:
Trigild IVL, as Court-Appointed Receiver in the lawsuit captioned Wilmington Trust, National Association, as
Trustee for the Benefit of the Holders of Wells Fargo
Commercial Mortgage Trust 2017-SMP, Commercial
Mortgage Pass-Through Certificates, Series 2017-SMP v.
Macerich SMP LP, Case No. 25STCV04262, in the Superior
Court of the State of California in and for the County of Los Angeles
By: ________DRAFT_______________
Name: __________________________
Title: ___________________________
CITY:
CITY OF SANTA MONICA,
a municipal corporation
By: ________DRAFT_______________
Name: ___________________________
Title: _____________________________
12.E.c
Packet Pg. 1520 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 49 ATTEST:
By: ________DRAFT_______________
Name: ______________________________
City Clerk
APPROVED AS TO FORM:
By: ________DRAFT_______________
Name: ______________________________
City Attorney
ACKNOWLEDGEMENT AND CONSENT BY OPERATOR
As of the Effective Date of this Agreement, Big Outdoor Investments, LLC, a Texas 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:
BIG OUTDOOR INVESTMENTS, LLC,
a Texas limited liability company
By: ________DRAFT_______________
Name: __________________________
Title: ___________________________
12.E.c
Packet Pg. 1521 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “A”, Page 1
EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
Lots 1, 2, 3, 4 and 5 of Tract No. 34997, in the City of Santa Monica, County of Los Angeles, State of California, as per map recorded September 12, 1979, in Book 926, Pages 44, 45 and 46 of Maps, in the Office of the County Recorder of Los Angeles County.
12.E.c
Packet Pg. 1522 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “B”, Page 1
EXHIBIT “B”
DIGITAL DISPLAY PLANS
[Behind this Page.]
12.E.c
Packet Pg. 1523 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA PLACE
LED DIGITAL DISPLAYS
DEVELOPMENT AGREEMENT APPLICATION
Plot Plan (Asset Plan), Renderings, Elevation Plans
December 16, 2025
12.E.c
Packet Pg. 1524 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica A
ABCD
BCD
SANTA MONICA
PLACE
BROADWAY AVE
COLORADO AVE
4TH STREET
2ND STREET
3RD STREET
SITE PLAN
NOT TO SCALE
DISPLAY A
DISPLAY B
DISPLAY C
DISPLAY D
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 2 DECEMBER 16, 2025
SITE CONTEXT PLAN
12.E.c
Packet Pg. 1525 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 1,000
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 3 DECEMBER 16, 2025
DISPLAY A
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
COLORADO AVE
4TH STREET
SANTA MONICA
PLACE
VIEWSHED
12.E.c
Packet Pg. 1526 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PLACE
COLORADO AVE
4TH STREET
3'-6"
BEYOND PROPERTY LINE
35'-6"
28'-6"
43'-3" 20'-0"
66'-0"
40'-6"
ELEVATION - SOUTHEAST / COLORADO AVE
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 28’-0”W
560 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
28’-0”W
1 560
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 4 DECEMBER 16, 2025
DISPLAY A | COLORADO ELEVATION
12.E.c
Packet Pg. 1527 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica ELEVATION - NORTHEAST / 4TH STREET
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 22’-0”W
440 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
22’-0”W
1 440
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
SANTA MONICA
PLACE
COLORADO AVE
4TH STREET
3'-6"
BEYOND PROPERTY LINE
29'-0"
21'-6"
43'-3" 20'-0"
66'-0"
40'-6"
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 5 DECEMBER 16, 2025
DISPLAY A | 4TH STREET ELEVATION
12.E.c
Packet Pg. 1528 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
4TH STREET
COLORADO AVE
SANTA MONICA
PLACE
1,000
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 6 DECEMBER 16, 2025
DISPLAY A | ENLARGED PLAN
26'-0" AT SIGN SURFACE
4'-0" AT SIGN SURFACE 20'-0" AT SIGN SURFACE
3'-6"
BEYOND PROPERTY LINE
29'-0"
35'-6"
3'-6"
BEYOND PROPERTY LINE
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
12.E.c
Packet Pg. 1529 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 7 DECEMBER 16, 2025
DISPLAY B
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
BROADWAY AVE
4TH STREET
SANTA MONICA
PARKING GARAGE
VIEWSHED
12.E.c
Packet Pg. 1530 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PARKING GARAGE
BROADWAY AVE
4TH STREET
40'-10"
31'-11"
22'-5" 20'-0"
46'-5"
18'-5"
2'-7"
INSIDE PROPERTY LINE
ELEVATION - NORTHEAST / 4TH STREET
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 32’-6”W
650 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 650
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 8 DECEMBER 16, 2025
DISPLAY B | 4TH STREET ELEVATION
12.E.c
Packet Pg. 1531 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PARKING GARAGE
BROADWAY AVE
4TH STREET
ELEVATION - NORTHWEST / BROADWAY AVE
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 17’-6”W
350 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
17’-6”W
1 350
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
28'-10"
17'-3"
22'-5" 20'-0"
46'-5"
18'-5"
3'-6"
OUTSIDE PROPERTY LINE
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 9 DECEMBER 16, 2025
DISPLAY B | BROADWAY ELEVATION
12.E.c
Packet Pg. 1532 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
BROADWAY AVE
4TH STREET
SANTA MONICA
PARKING GARAGE
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 10 DECEMBER 16, 2025
DISPLAY B | ENLARGED PLAN
2'-7"
INSIDE PROPERTY LINE
28'-9 3/8"
41'-0"
30'-6" AT SIGN SURFACE
15'-6"
AT SIGN SURFACE 4'-0" AT SIGN SURFACE
3'-6"
BEYOND PROPERTY LINE
7.2°
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
12.E.c
Packet Pg. 1533 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
50’-0”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 11 DECEMBER 16, 2025
DISPLAY C
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
BROADWAY AVE
2ND STREET
SANTA MONICA
PLACE
VIEWSHED
12.E.c
Packet Pg. 1534 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PLACE
BROADWAY AVE
2ND STREET
41'-0"
33'-4"
26'-9" 20'-0"
50'-6"
24'-3"
1'-10"
INSIDE PROPERTY LINE
3'-1"
ABOVE PARAPET
ELEVATION - SOUTHWEST / 2ND STREET
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 32’-6”W
650 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 650
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 12 DECEMBER 16, 2025
DISPLAY C | 2ND STREET ELEVATION
12.E.c
Packet Pg. 1535 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 28'-8"
26'-9" 20'-0"
50'-6"
24'-3"
3'-6"
OUTSIDE PROPERTY LINE
3'-1"
ABOVE PARAPET
17'-2"
ELEVATION - NORTHWEST / BROADWAY AVE
Scale: 1/16” = 1’-0”
APPROX. 20’-0”H X 17’-6”W
350 SQFT
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
17’-6”W
1 350
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
SANTA MONICA
PLACE
BROADWAY AVE
2ND STREET
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 13 DECEMBER 16, 2025
DISPLAY C | BROADWAY ELEVATION
12.E.c
Packet Pg. 1536 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
BROADWAY AVE
2ND STREET
SANTA MONICA
PLACE
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 14 DECEMBER 16, 2025
DISPLAY C | ENLARGED PLAN
30'-6" AT SIGN SURFACE
15'-6"
AT SIGN SURFACE 4'-0" AT SIGN SURFACE
1'-10"
INSIDE PROPERTY LINE
3'-6"
BEYOND PROPERTY LINE
7.2°
28'-8 1/2"
41'-0"
ASSET PIXEL
PITCH
QTY.
20’-0”H 8 mm
32’-6”W
1 AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
1,000
12.E.c
Packet Pg. 1537 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ASSET PIXEL
PITCH
QTY.
8 mm 1
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
32’-6”H
20’-0”W
650
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 15 DECEMBER 16, 2025
DISPLAY D
BEFORE VIEW 01 – DIGITAL SIGNAGE SIMULATION (DAYTIME)
BROADWAY AVE
SANTA MONICA
PARKING GARAGE
VIEWSHED
12.E.c
Packet Pg. 1538 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
SANTA MONICA
PARKING GARAGE
SANTA MONICA
PLACE
BROADWAY AVE
SANTA MONICA PLACE PROMENADE
3RD
STREET
14'-0" 32'-6"
48'-11"
12'-9"
17'-5"
21'-6"
1'-8"
BEYOND PROPERTY LINE
ELEVATION - NORTHWEST / 3RD ST PROMENADE
Scale: 1/16” = 1’-0”
APPROX. 32’-6”H X 20’-0”W
650 SQFT
ASSET PIXEL
PITCH
QTY.
32’-6”H 8 mm
20’-0”W
1 650
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 16 DECEMBER 16, 2025
DISPLAY D | BROADWAY ELEVATION
12.E.c
Packet Pg. 1539 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica
ENLARGED PLAN
Scale: 1/4” = 1’-0”
BROADWAY AVE
SANTA MONICA
PLACE
SANTA MONICA
PARKING GARAGE
650
BIG OUTDOOR | SANTA MONICA PLACE LED DIGITAL DISPLAYS | DEVELOPMENT AGREEMENT APPLICATION 17 DECEMBER 16, 2025
DISPLAY D | ENLARGED PLAN
2'-3"
BEYOND PROPERTY LINE
21'-6"
3'-0" AT SIGN SURFACE
5.0°
12'-2"
AT SIGN SURFACE
AT SIGN 4'-10" SURFACE
10'-9"
1'-8"
BEYOND PROPERTY LINE
ID ASSET PIXEL
PITCH
QTY.
8 mm 1
AREA
(SQ/FT)
SIZE
( W X H )
NEW EXTERIOR
WALL-MOUNTED
LED DIGITAL
DISPLAY
32’-6”H
20’-0”W
12.E.c
Packet Pg. 1540 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “C”, Page 1
EXHIBIT “C”
SMMC ARTICLE 9 (PLANNING AND ZONING)
[TO BE INSERTED]
12.E.c
Packet Pg. 1541 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “D”, Page 1
EXHIBIT “D”
CONDITIONS OF APPROVAL
Project Specific Conditions
1. The Digital Displays shall provide the project and community benefits as established in Section 2.5 of this Agreement.
2. Prior to issuance of a building permit for the Digital Display at Location A, Owner shall provide the City Manager with documentation demonstrating that such Digital Display either (a) is exempt from the Outdoor Advertising Act (California Business & Professions Code Section 5200 et seq.), (b) complies with the Outdoor Advertising Act, or (c) will comply with the Outdoor Advertising Act prior to issuance of the building permit or certificate of occupancy, as applicable (i.e., upon receipt of approval from the California Department of Transportation).
12.E.c
Packet Pg. 1542 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 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.
12.E.c
Packet Pg. 1543 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “F”, Page 1
EXHIBIT “F”
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Recording Requested By and
When Recorded Mail To:
______________________
______________________
________________________________________________________________________
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.
THEREFORE, the parties agree as follows:
12.E.c
Packet Pg. 1544 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “F”, Page 2
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”
_____________________________
12.E.c
Packet Pg. 1545 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 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
12.E.c
Packet Pg. 1546 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “G”
EXHIBIT “G”
DIGITAL DISPLAY DISTRICT ORDINANCE
[TO BE INSERTED]
12.E.c
Packet Pg. 1547 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 1
EXHIBIT “H”
Form of License Agreement
Agreement No. ____ (CCS)
LICENSE AGREEMENT
This License Agreement (“Agreement”), dated _____________________, (the “Execution Date”) for reference purposes, by and between the City Of Santa Monica, a municipal corporation (“City” or “Licensor”), and Trigild IVL, as Court-Appointed Receiver for certain assets of Macerich SMP, LP, the ground lessee of the Property, in the lawsuit captioned Wilmington Trust, National Association, as Trustee for the Benefit of the Holders of Wells Fargo Commercial Mortgage Trust 2017-SMP, Commercial Mortgage Pass-Through Certificates, Series 2017-SMP v. Macerich SMP LP, Case No. 25STCV04262, in the Superior Court of the State of California in and for the County of Los Angeles (“ “Licensee”), is made with reference to the following:
RECITALS:
A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. Licensee is installing digital display signs (the “Digital Displays”) at the Santa Monica Place outdoor shopping mall in Downtown Santa Monica, California pursuant to the Development Agreement dated _____________, 202__ for reference purposes, and recorded on ________________________________ in the Office of the Los Angeles County Recorder as Instrument No. ______________ (the (“Development Agreement”).
C. On February 26, 2025, the Honorable James C. Chalfant of the Superior Court of the State of California, in and for the County of Los Angeles, appointed Trigild IVL (the “Receiver”) as Receiver for the commercial property located in Santa Monica, California, which includes the property that is the subject of this Agreement. The lawsuit in which Receiver was appointed is referred to as the “Receivership Lawsuit,” and the appointing court is referred to as the “Receivership Court.” The parties acknowledge that Receiver’s authority to act in connection with the Property, including without limitation as Licensee under this Agreement, is subject to the terms of the Receivership Order or any other Order from the Receivership Court in the Receivership Lawsuit.
D. A proposed location for one northeast facing Digital Display is the existing Parking Structure No. 7 adjacent to the intersection of Broadway and 4th Street (“Location B”).
E. The Digital Display for Location B is proposed by Licensee to be mounted on Parking Structure No. 7, located on the real property described on Exhibit “A” (the “Parking Structure No. 7 Site” or the “Property”), which is owned by the City and leased to Licensee pursuant to the lease (the “Lease”) described in that certain Memorandum of Lease recorded in the Office of the Los Angeles County Recorder on August 5, 2010 as Instrument No. 2010108726, for parking and other ancillary uses. The Lease does not contemplate installation of digital displays
12.E.c
Packet Pg. 1548 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 2
on the exterior of the parking structure. Therefore, in connection with its approval of the Development Agreement, City also approved the present form of license (the “Digital Display License” or the “License”) to allow Licensee to use the outer wall of Parking Structure No. 7 as a base to mount the Digital Display for Location B and to use various interior portions of Parking Structure No. 7 to operate and maintain electrical equipment necessary to operate such digital display.
F. Licensee understands, acknowledges, and agrees that any license rights granted under this Agreement are based upon Licensee’s promise and covenant to comply with this Agreement and the Development Agreement.
NOW, THEREFORE, the undersigned parties agree as follows:
TERMS AND CONDITIONS
1. Incorporation of Recitals and Exhibits. The foregoing Recitals and exhibits referenced therein are incorporated and made a part of this Agreement.
2. Grant of Digital Display License. City hereby grants Licensee a Digital Display License in accordance with the terms and conditions set forth herein.
2.1 Digital Display License Area. The Digital Display License Area is Location B, as shown on Exhibit “B" attached hereto. In order for Licensee to exercise its rights under the Development Agreement, in the event that any future physical modifications to Parking Structure No. 7 require the relocation of the Digital Display for Location B, and such relocation is first approved pursuant to the terms of the Development Agreement, then an alternative Digital Display License Area may be approved as a Minor Modification pursuant to the standards set forth in Section 31 of this Agreement; provided, however, that nothing in this Agreement shall be interpreted to supersede, waive, or modify the terms of the Development Agreement, including, without limitation, whether the proposed relocation constitutes a “minor modification” or “major modification” under the Development Agreement.
2.2 Ownership of Digital Display. The Digital Display for Location B shall remain the property of Licensee during the term of this Agreement.
2.3 Permitted Use. Licensee may fabricate, install, operate, maintain, and repair the Digital Display for Location B and associated electrical equipment in the Digital Display License Area for the purpose of displaying digital content as well as on and off-premises paid content and advertising in accordance with the Development Agreement.
2.4 License Fee. On the Effective Date, and as a condition to the effectiveness of the Agreement, Licensee shall wire transfer to City a one-time payment in the amount of One Dollar ($1.00) (“License Fee Payment”) as consideration for the license granted hereunder. The License Fee Payment shall be non-refundable in consideration for City’s award of the License and execution of this Agreement.
2.5 Annual Rent. Licensee shall remit Annual Rent to Licensor on an annualized basis in an amount equal to One Dollar ($1.00) as consideration for the license granted hereunder. The Rent Commencement Date shall be the date the Digital Display for
12.E.c
Packet Pg. 1549 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 3
Location B has received a certificate of occupancy or alternative final permit from the City’s Building Department and is fully operational. Annual Rent shall be paid concurrently with and in addition to any annual payments required under Section 2.5.2 of the Development Agreement.
3. Intentionally Left Blank.
4. Term. The term of this Agreement (“Term”) shall commence upon the Effective Date of the Development Agreement (“Effective Date”) and shall terminate concurrently with the expiration or termination of the Development Agreement.
5. Nature of License Relationships. It is understood and agreed that the License granted by this Agreement does not constitute an estate or interest in real property, but is merely a conditional, limited right to enter upon and use the Digital Display License Area. The relationship between City and Licensee is solely that of a licensor and licensee and not of landlord and tenant or easement grantor and easement grantee, or any other relationship.
Notwithstanding any action of either party in the future, under no circumstances will the License granted herein ripen into either a lease or an easement, whether under a claim of prescriptive easement or otherwise.
6. City Approvals. Licensor, acting in its proprietary capacity, agrees to cooperate with Licensee, at Licensee’s expense, to apply for and obtain all permits, and any required regulatory approvals that may be required for Licensee’s intended use of the License Area.
However, nothing herein shall be considered as a contractual obligation to Licensee, or waiver, modification, erosion, limitation, or nullification of City’s lawful exercise of police powers, when acting in its regulatory capacity to issue permits, and provide any required regulatory approvals.
7. Reports and Studies. In consideration of the City’s granting of this License, Licensee shall promptly provide the City with a copy of all reports and test results arising from this License, without creating any liability for Licensee or the preparer of such reports.
8. Condition of License Area. The License Area is licensed to Licensee in an “as is” condition, existing as of the Effective Date of this Agreement. Licensee shall not construct any temporary or permanent improvements or make any material changes to the License Area without City’s prior written consent, which may be withheld in its sole and absolute discretion.
9. Maintenance of License Area. Licensee shall at all times cause its use of and activities upon the License Area to be conducted in a safe, neat and orderly fashion. Licensee shall be responsible for maintenance and clean-up of the License Area during the Term.
10. Intentionally Left Blank.
11. Liens. Licensee shall not suffer or permit to be enforced against the Installation Sites, or any part thereof, any mechanics’, materialmen’s, contractors’ or subcontractors’ liens or any claim for damage arising from any work performed by Licensee or Licensee’s Representatives or Licensee or Licensee’s use of and activities upon the Installation Sites pursuant to this
12.E.c
Packet Pg. 1550 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 4
Agreement. Subject to any contest undertaken by Licensee in accordance with the requirements of this Section 11 to challenge payment, Licensee shall pay, or cause to be paid, all said liens, claims or demands before any action is brought to enforce the same against the Installation Sites. The City reserves the right at any time and from time to time to post and maintain on the Installation Sites, or any portion thereof or improvement thereon, such notices of nonresponsibility as may be necessary to protect City against any liability for all such liens, claims or demands. In the event Licensee undertakes a contest of any lien, claim or demand to challenge payment, Licensee shall first deliver to the City bonds or other adequate security in form and amount approved in writing by City Manager or designee.
12. Waiver Of Subrogation. Licensee hereby waives any and every claim which arises or may arise in its favor and against the City during the term of this Agreement or any extension or renewal hereof for any and all loss or damage to Licensee’s property, or property of Licensee’s officers, representatives, employees, agents, subcontractors, patrons or invitees covered by valid and collectible property insurance policies to the extent that such loss or damage is covered under such insurance policies. Such waiver shall be in addition to, and not in derogation of, any other waiver or release contained in this Agreement. Licensee also agrees that any insurer providing worker’s compensation coverage for Licensee shall agree to waive all rights of subrogation against the City and City Representatives for losses arising from activities and operations of Licensee and the use of the Installation Sites pursuant to this Agreement.
13. Liability For Loss, Injury Or Damage. In addition to any other assumption of liability set forth herein, and excluding any loss or damage to the extent resulting from the City’s active negligence or willful misconduct, Licensee agrees that it assumes the sole risk and responsibility for any damage, destruction or theft of Licensee’s equipment, materials or personal property placed on or within the License Area and for any injury to persons which occurs on the Installation Sites arising from Licensee’s use of the License Area or any portion thereof. While the Receiver has possession of the Property and until the Receiver is discharged, Licensee’s obligations for such losses shall be limited to the receivership estate, including any and all insurance coverage applicable during Receiver’s appointment, and shall not be personal obligations of Trigild IVL or any successor Court-appointed receiver. This provision shall survive termination of this Agreement as to any liability that arises during the time that Receiver has possession of the Property.
14. Licensee Acknowledgements. By executing this Agreement, Licensee understands, acknowledges, and agrees to the following:
14.1 NO GUARANTY OF POWER. NOTHING HEREIN SHALL
CONSTITUTE A GUARANTY OF THE PROVISION OF ELECTRICAL
POWER AND UTILITY INSTALLATIONS MAY BE SUBJECT TO
POWER OUTAGES AND/OR INTERRUPTED ELECTRICAL
SERVICE DUE TO UNEXPECTED SERVICE INTERRUPTIONS
AND/OR RESULTING FROM NORMAL AND CUSTOMARY CITY
OPERATIONS, INCLUDING, WITHOUT LIMITATION, CITY’S
ELECTION TO TERMINATE ELECTRICAL SERVICE FOR
12.E.c
Packet Pg. 1551 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 5
IMPLEMENTATION OF CITY PROJECTS, INCLUDING, WITHOUT
LIMITATION, WATER, SEWER, STORM DRAIN UTILITY
REPLACEMENT PROJECTS, STREETLIGHT CONDUIT
INSTALLATIONS, REPAVING ROADWAYS, RESTRIPING
ROADWAYS, ANY CITY MAINTENANCE FUNCTION, AND OTHER
CITY CAPITAL PROJECTS. EXCEPT IN THE EVENT OF AN
EMERGENCY, A MINIMUM OF SIXTY (60) DAYS ADVANCE
WRITTEN NOTICE SHALL BE PROVIDED BY THE CITY WITH A
REQUEST TO CUSTOMER TO FIND AN ALTERNATIVE
ELECTRICAL POWER SOURCE.
14.2 NO CITY OBLIGATION TO PROVIDE ELECTRICAL
SERVICE. CITY HAS NO OBLIGATION TO PROVIDE
ELECTRICAL SERVICE TO THE DIGITAL DISPLAYS. SUCH
SERVICES IS PROVIDED SOLELY BY SOUTHERN CALIFORNIA
EDISON, AN INDEPENDENT ELECTRICAL UTILITY COMPANY.
LICENSEE ACKNOWLEDGES THAT THE CITY MAKES NO
REPRESENTATIONS REGARDING THE AVAILABILITY OF
ELECTRICAL POWER. CITY DOES NOT GUARANTEE
ELECTRICAL POWER OR UNINTERRUPTED ELECTRICAL
SERVICE FOR ANY REASON, INCLUDING: THAT SOUTHERN
CALIFORNIA EDISON EXPERIENCES A POWER OUTAGE; THE
DIGITAL DISPLAYS MALFUNCTION FOR ANY REASON; OR
THE DIGITAL DISPLAYS ARE VANDALIZED.
14.3 1542 WAIVER. EXCLUDING ANY CLAIMS RESULTING FROM
CITY’S ACTIVE NEGLIGENCE OR WILLFUL MISCONDUCT OR
CITY’S BREACH OF THIS AGREEMENT, LICENSEE EXPRESSLY
WAIVES ANY RIGHTS IT MAY HAVE AGAINST THE CITY
PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1542 FOR
CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT.
CIVIL CODE SECTION 1542 READS AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
15. Payment of Prevailing Wages. To the extent that any apply, Licensee agrees to be subject to and comply with all applicable prevailing wage laws, codes, ordinances and regulations.
16. Taxes. Licensee shall exonerate, indemnify, and hold City, together with its City Council, boards and commissions, officers, agents, contractors, volunteers, and employees, (collectively the “City Indemnitees”), harmless from and against, and shall defend the City Indemnitees
12.E.c
Packet Pg. 1552 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 6
from and against, and shall assume full responsibility for and ensure payment of all wages and salaries and all federal, state, and local taxes or contributions imposed or required under the unemployment insurance laws, Social Security laws, income tax laws, worker’s compensation laws, or other laws with respect to Licensee’s employees engaged in the performance of Licensee’s obligations and operations hereunder (collectively the “Payments Incurred”). In the event that the Los Angeles County Assessor determines that this Agreement creates a possessory interest in public property which is subject to taxation, Licensee will pay all taxes levied on that interest. Licensee will pay all taxes upon personal property and improvements belonging to Licensee and upon its possessory interests, if any, and Licensee will pay all sales and other taxes levied against the operation of its business. While the Receiver has possession of the Property and until the Receiver is discharged, Licensee’s indemnification obligations shall be limited to the receivership estate, including any and all insurance coverage applicable during Receiver’s appointment, and shall not be personal obligations of Trigild IVL or any successor Court-appointed receiver. This provision shall survive termination of this Agreement as to any of the Payments Incurred during the time that Receiver has possession of the Property.
17. Insurance. Prior to commencing work, Licensee must procure, maintain, and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the License for the duration of this Agreement. Licensee must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit “D”, Insurance Requirements.
18. Prohibition Against Transfer. This license is personal to Licensee and Licensee may not assign, hypothecate, pledge, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise, except as provided herein. Any attempt to do so will be null and void, and any purported assignee, hypothecatee, pledgee, or transferee will acquire no right or interest by reason of an attempted assignment, hypothecation, pledge, or transfer. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Licensee, or of the interest of any general partner or joint venturer or syndicate member or cotenancy, which results in changing the control of Licensee, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the organization. Notwithstanding the foregoing, Licensee may do any of the foregoing with the written approval of the City, which shall not be unreasonably withheld, and the City Manager, or his/her/their designee, shall be authorized to make such determination on behalf of the City. The selling of advertisements pursuant to an advertising agreement shall not be construed by the City as an assignment or transfer of this Agreement.
19. Security Interest. City will have a security interest upon and against all personal property belonging to Licensee and used in connection with the License Area to secure the payment of any sums due to City under the terms of this Agreement.
20.Defense, Indemnification, Hold Harmless. Excluding any claims resulting from City’s active negligence or willful misconduct or City’s breach of this Agreement, Licensee agrees to defend, indemnify and hold harmless the City Indemnitees, from and against any and all loss, damage, costs, expense, liability, claims, demands, suits, attorney’s fees, and judgments (collectively, “Claims”) arising from or in any manner connected to: (i) Licensee’s use of the License Area; (ii) the condition of the License Area; (iii) Licensee’s business, activities,
12.E.c
Packet Pg. 1553 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 7
operations, services or work conducted in, on or about the License Area; (iv) the furnishing or supplying of any work, services, materials, equipment or supplies by any persons, firms, corporations or other entities in connection with this Agreement or Licensee’s operations; (v) any referendum and/or legal challenges relating to the award of the License to Licensee and this Agreement; and (vi) any injury to persons or property including, without limitation, Licensee’s business or any loss of income therefrom, damage to the goods, wares, merchandise, improvements or other property of Licensee, Licensee’s officers, agents, employees, contractors, invitees, or customers, or any other person in or on the License Area, or personal injury or death of Licensee, its officers, agents, employees, contractors, invitees, and customers. The provisions of this Section shall survive the termination of the Agreement.
While the Receiver has possession of the Property and until the Receiver is discharged, any and all indemnification obligations of Licensee under this Agreement shall be limited to the receivership estate, including any and all insurance coverage applicable during Receiver’s appointment, and shall not be personal obligations of Trigild IVL or any successor Courtappointed receiver. This provision shall survive termination of this Agreement as to any Claims arising during the time that Receiver has possession of the Property.
21. Independent Contractor. It is understood and agreed that Licensee, in the performance of this Agreement, will be acting in a wholly independent capacity and not as agent, employee, partner, or joint venturer of City.
22. Termination and Default.
22.1 Termination Due to Referendum or Judicial Challenge. City shall have the option to terminate this Agreement in the event that a referendum challenge to adoption of the Development Agreement is timely filed pursuant to California Elections Code section 9237 or as a result of a judicial order or judgement.
22.2 Cross Default Provisions. Licensee acknowledges, understands, and agrees that a default under this Agreement shall constitute a “Breach” under Article 11 of the Development Agreement and a Breach under Article 11 of the Development Agreement shall constitute a default under this Agreement.
22.3 Termination of Development Agreement. Notwithstanding anything to the contrary herein, this Agreement shall terminate automatically and without any notice to Licensee, coincidentally with the lawful termination of the Development Agreement.
22.4 Removal and Restoration After Termination. Upon the termination or expiration of this Agreement, Licensee shall at its sole cost and expense, diligently cause the License Area, including any utility equipment and the Digital Displays, to be removed and the License Area restored to substantially the same condition as the License Area was in prior to Licensee’s entry onto the License Area. Licensee shall be responsible for any damage done to the License Area by Licensee or Licensee’s Representatives. Without limiting the generality of the foregoing, the License Area shall be restored within thirty (30) days of termination or expiration.
23. Payment Upon Termination. Upon any termination or suspension, Licensee must pay to City that portion of any fees owed to City under this Agreement or the Development Agreement that accrued and were unpaid prior to the effective date of termination or suspension.
12.E.c
Packet Pg. 1554 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 8
24. Intentionally Left Blank.
25. Confidentiality. Licensee acknowledges and agrees that City is a public entity subject to the provisions of the Public Records Act (California Government Code sections 6250 et seq.).
Except as required by law, City will not disclose trade secrets or proprietary financial information received from Licensee, including, but not limited to, any financial information derived hereunder such as revenue statements which information Licensee considers a trade secret and/or proprietary financial information that is exempted from disclosure under applicable law. Any such trade secrets or proprietary financial information which Licensee believes should be exempted from disclosure shall be specifically identified and marked as such by Licensee. Should the City be required to provide or be compelled to provide the public information pertaining to this Agreement, the City shall provide written notice to Licensee with enough time for Licensee to contest the disclosure to a third party through administrative or judicial proceedings. This Section shall survive the expiration or earlier termination of this Agreement.
26. No Waivers. A waiver by City of any breach of any term, covenant or condition contained herein will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
27. No Holding Over. Any attempted holding over by Licensee after the expiration or termination of this Agreement, or by any extension or renewal thereof, will not constitute a renewal or extension of the Term of this Agreement.
28. Abandonment, Assignment to Creditors, Bankruptcy, Attachment, False Information.
Each of the following events constitutes a default under this Agreement: (i) Licensee’s failure to operate or maintain the Digital Display network as contemplated by this Agreement; (ii) Licensee’s making of any arrangement or assignment for the benefit of creditors; (iii) Licensee’s becoming a “debtor” as defined in 11 U.S.C. Section 101; (iv) the attachment, execution or other judicial seizure of any of Licensee’s interest in this Agreement; or (v) Licensee’s giving to City any false or misleading information.
29. Notices. All notices, demands, requests, or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally, or 72 hours after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided.
To City:
City of Santa Monica
City Attorney’s Office
1685 Main Street, Mail Stop 12
Santa Monica, CA 90401
Attn: City Attorney
To Licensee:
Trigild IVL LLC c/o Chris Neilson
8111 Douglas Avenue, Suite 600
Dallas, Texas 75225
[email protected]
12.E.c
Packet Pg. 1555 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 9
Copies to:
Big Outdoor
3811 Turtle Creek Blvd., Ste. 1200
Dallas, Texas 75219
Attn: Legal Department
Either party may, from time to time by notice in writing served upon the other party, designate a different mailing address or person to whom all notices or demands are to be addressed.
30. Merger of Negotiations. Except as contemplated herein with respect to the Development Agreement, this Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary or prior negotiations and agreements of whatsoever kind or nature are merged herein. No oral agreement or implied covenant will be held to vary the provisions hereof and this Agreement may not be modified except upon the written consent of both City and Licensee.
31. Minor Modification. Licensee, with the prior written approval of the Community Development Director, may make minor changes to this Agreement 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 Displays’ 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 associated with the Digital Displays under the Development Agreement. The prior written approval shall include a description of the minor modification, including the relocation of License Area, and may include any conditions to ensure compliance with the requested scope of minor modification.
32. Force Majeure. In addition to specific provisions of this Agreement, performance by any party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, walkouts, riots, floods, earthquakes, fires, casualties, acts of God, litigation (including without limitation, third party legal challenges to the Agreement or the environmental clearance for the Agreement). An extension of time for any such cause (a “Force Majeure Delay”) shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other parties within thirty (30) days of knowledge of the commencement of the cause. Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure Delay unless and until the party claiming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming a Force Majeure Delay shall deliver such written notice within thirty (30) days after it obtains actual knowledge of the event. Notwithstanding the above, the following shall apply: (i) Licensee shall be entitled to a Force Majeure Delay for a period longer than the period of enforced delay if the City Council determines that such longer period is reasonably
12.E.c
Packet Pg. 1556 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 10
required; and (ii) Licensee shall be entitled to a Force Majeure Delay notwithstanding the fact that Licensee may not have given timely notice to the City, if the City Council determines that such Force Majeure Delay is reasonably required.
33. City’s Proprietary Capacity. Licensee agrees that City, in making and entering into this Agreement, is acting solely in City’s proprietary capacity for all purposes and in all respects.
Nothing contained in this Agreement may be deemed directly or indirectly to restrict or impair in any manner or respect whatsoever any of City’s governmental powers or rights or the exercise thereof by City, whether with respect to the License Area or Licensee’s use thereof or otherwise. It is intended that Licensee must fulfill and comply with all requirements as may be imposed by any governmental agency or authority of City having or exercising jurisdiction over the License Area in its governmental capacity.
34. Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of California, without regard to any choice of law provisions.
35. Venue and Jurisdiction. City and Licensee agree that any litigation arising out of this Agreement may only be brought in the Receivership Court. If the Receivership Lawsuit is no longer pending, then any such litigation may only be brought. either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in the Receivership Court or any other court referenced in this provision. The parties further agree that the Receivership Court and any court mention in this provision will have personal jurisdiction over the parties to this Agreement.
36. Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document. Counterparts hereof that are transmitted by facsimile or electronic transmission shall be given identical legal effect as an original.
SIGNATURE BLOCKS ON NEXT PAGE
SPACE LEFT INTENTIONALLY BLANK
12.E.c
Packet Pg. 1557 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 11
37. Exhibits. The attached Exhibits are a part of this Agreement as if each were fully incorporated therein.
Exhibit "A” – Legal Description of Parking Structure No. 7 Property Exhibit “B” – License Area
Exhibit “C” – Insurance
In witness whereof, the parties have caused this Agreement to be effective the day and year first written above.
ATTEST:
______________________________
City Clerk
APPROVED AS TO FORM:
______________________________
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ____________________________
City Manager
LICENSEE:
Trigild IVL, as Court-Appointed Receiver in
the lawsuit captioned Wilmington Trust,
National Association, as Trustee for the
Benefit of the Holders of Wells Fargo
Commercial Mortgage Trust 2017-SMP,
Commercial Mortgage Pass-Through
Certificates, Series 2017-SMP v. Macerich
SMP LP, Case No. 25STCV04262, in the
Superior Court of the State of California in
and for the County of Los Angeles
By:
Name:
Title:
12.E.c
Packet Pg. 1558 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 12
EXHIBIT “A”
Legal Description of Parking Structure No. 7 Property
Lots 1 of Tract No. 34997 in the City of Santa Monica, County of Los Angeles, State of California as per map recorded September 12, 1979 in Book 926, Pages 44, 45 and 46 of Maps, in the Office of the County recorder of Los Angeles County.
12.E.c
Packet Pg. 1559 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 13
EXHIBIT “B”
License Area
[TO BE INSERTED]
12.E.c
Packet Pg. 1560 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “H”, Page 14
EXHIBIT “C”
Insurance
[TO BE INSERTED]
12.E.c
Packet Pg. 1561 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “J”
EXHIBIT “I”
GROUND FLOOR LEVEL DIAGRAM FOR SUITES 103, 120, 122 and 196
12.E.c
Packet Pg. 1562 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Exhibit “J”
EXHIBIT “J”
Form of Building Occupancy Threshold Table/Spreadsheet
[Behind this Page.]
12.E.c
Packet Pg. 1563 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Total Rentable (SF)*
Suite 103 unoccupied more than 18 months 40,555 ?
Suites 120 & 122 unoccupied more than 18 months 8,591 ? Suite 196 unoccupied more than 18 months 47,011 ?
Level 1 Remainder less than 20% occupied more than 24 months 127,295 ? Level 2 152,948 less than 50% occupied more than 18 months? Level 3 159,215 less than 50% occupied more than 18 months? Total 535,615
Level Suite Rentable Area (SF)*
Level 1 100 2052
Level 1 102 1258
Level 1 103 40555
Level 1 104 2033
Level 1 106 2270
Level 1 110 4138
Level 1 112 1854
Level 1 114 1972
Level 1 118 19707
Level 1 120 7728
Level 1 122 863
Level 1 124 1440
Level 1 126 933
Level 1 128 2222
Level 1 130 3318
Level 1 132 1388
Level 1 134 2984
Level 1 136 2300
Level 1 142 20122
Level 1 144 7473
Level 1 149 2835
Level 1 152 4782
Level 1 153 1255
Level 1 156 565
Level 1 158 717
Level 1 159 3133
Level 1 160 3623
Level 1 162 2751
Level 1 164 8252
Level 1 164 3076
Level 1 166 2569
Level 1 168 2607
Level 1 170 4174
Level 1 171 2769
Level 1 172 5510
Level 1 196 47011
Level 1 1-K01 428
Level 1 1-K02 465
Level 1 1-K03 320
Level 2 2-K21 150
Level 2 203 40555
Level 2 200 2367
Level 2 202 1097
Level 2 204 843
Level 2 205 888
Level 2 206 1345
Level 2 208 2165
Level 2 210 1739
Level 2 212 4875
Level 2 214 2895
Level 2 215 3000
Level 2 220 9712
Level 2 224 110
Form of Building Occupancy Threshold Table/Spreadsheet
Exhibit “J”, page 2
12.E.c
Packet Pg. 1564 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Level 2 228 1967
Level 2 232 10069
Level 2 234 677
Level 2 236 925
Level 2 238 772
Level 2 239 657
Level 2 240 1067
Level 2 242 3093
Level 2 244 2645
Level 2 246 2496
Level 2 248 1901
Level 2 249 1499
Level 2 250 2314
Level 2 252 1400
Level 2 254 1825
Level 2 296 47900
Level 3 303 40555
Level 3 300 2947
Level 3 304 3794
Level 3 305 12521
Level 3 308 6429
Level 3 321 3692
Level 3 323 2792
Level 3 325 2731
Level 3 326 1091
Level 3 330 48000
Level 3 335 10615
Level 3 3-FC05 802
Level 3 3-FC06 845
Level 3 3-FC07 498
Level 3 3-FC09 410
Level 3 3-FC10 482
Level 3 3-M1 21011
535,615
*Based on rentable square feet on the Existing
Building's rent roll as of DA effective date. Owner
reserves right to update rentable sf based on new
leases and/or improvements to the Existing
Building provided similar type of report/exhibit
provided to City.
Form of Building Occupancy Threshold Table/Spreadsheet
Exhibit “J”, page 3
12.E.c
Packet Pg. 1565 Attachment: SM Place Digital Displays DA 12.16.25 (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica 1 of 14
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 FOUR DIGITAL BILLBOARD DISPLAYS AT THE SANTA MONICA PLACE MALL
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, on February 26, 2025, Honorable James C. Chalfant of the Superior Court of the State of California, in and for the County of Los Angeles, appointed Trigild IVL as Receiver for the commercial property located in the City of Santa Monica, State of California, commonly known as Santa Monica Place, as more particularly described in Exhibit “A” to the Development Agreement (the “Property”). The appointment order is referred to in the Development Agreement as the “Receivership Order.” At the time the Receivership Order was entered, the Property was owned by Borrower Macerich SMP LP (“Owner”). In the Receivership Order, the Court authorized Trigild IVL to execute documents related to the Property on behalf of Owner, including the Development Agreement. Accordingly, while Trigild IVL does not own the Property,
12.E.d
Packet Pg. 1566 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 2 of 14
Trigild IVL is authorized to execute and perform under the Development Agreement on behalf of Owner; and
WHEREAS, the Property is developed with an approximately 527,000 square foot outdoor shopping center that is occupied with retail, restaurant and other commercial uses, consisting of several existing commercial buildings and parking structures including without limitation the following buildings relevant to the Development Agreement: (1) the existing commercial shopping center building adjacent to the intersection of Colorado Avenue and 4th Street (the “Colorado/4th Street Building”), (2) the existing parking structure adjacent to the intersection of Broadway and 4th Street (“Parking Structure 7”), (3) the existing commercial structure that is connected to Parking Structure 7 and adjacent to the intersection of Broadway and the Third Street Promenade (“Broadway Storefront”) and (4) the existing commercial building adjacent to the intersection of Broadway and 2nd Street (the “Broadway/2nd Street Building”). Together, the Colorado/4th Street Building, Parking Structure 7, the Broadway Storefront, and the Broadway/2nd Street Building, which are physically connected to, and integrated with, each other are collectively referred to as the “Existing Building”; and
WHEREAS, the City has included the Property within the Downtown Core land use designation under the City’s 2010 Land Use and Circulation Element of its General Plan (the “LUCE”). The Property is in the Transit Adjacent “TA” District under the Downtown Community Plan (“DCP”) and 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
12.E.d
Packet Pg. 1567 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 3 of 14
WHEREAS, the City and Owner desire to allow Owner to install, operate, maintain, and repair four (4) LED digital displays and associated sign structures (each, individually a “Digital Display” and collectively, the “Digital Displays”) on the Colorado/4th Street Building, the Broadway/2nd Street Building and Parking Structure 7.
The Digital Displays are proposed for displaying paid static or full motion animated 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 Displays will generate revenues for the City through the Community Benefit Payment set forth in the Development Agreement; and
WHEREAS, the proposed locations for the Digital Displays (each, a “Location”, and collectively, the “Locations”), are as follows:
i. Colorado/4th Street Building (“Location A”): one south facing Digital Display;
ii. Parking Structure 7 (“Location B”): one northeast facing Digital Display; iii. Broadway/2nd Street Building (“Location C”): one west facing Digital Display; and
iv. Broadway Storefront (“Location “D”) one north facing Digital Display.
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 Displays from Owner during the term of the Development Agreement; and
12.E.d
Packet Pg. 1568 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 4 of 14
WHEREAS, on February 1, 2024, Owner filed an application for a Development Agreement (24ENT-0024), pursuant to Santa Monica Municipal Code (“SMMC”) Section
9.60.020 (the “Development Application”). The Development Application proposed an the installation of the Digital Display for Location B on Parking Structure 7, which is owned by the City and leased to Owner for parking and other ancillary uses, but not for off-premises digital advertising. Therefore, in addition to the City’s approval of the Development Agreement, Owner is also seeking a license (the “License”) from the City to use the outer wall of Parking Structure 7 to mount the Digital Display for Location B; and
WHEREAS, the conceptual designs of the Digital Displays are more particularly depicted on the conceptual Digital Display Plans dated December 16, 2025 and attached to the Development Agreement as Exhibit “B” (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 Digital Displays on the Property to (1) create a visually stimulating and informative experience at Santa Monica Place; (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 Parties desire to enter into the Development Agreement in conformance with the Development Agreement Statutes in order to achieve the development of the Digital Displays on the Property; and
12.E.d
Packet Pg. 1569 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 5 of 14
WHEREAS, allowing the Digital Displays 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.
12.E.d
Packet Pg. 1570 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 6 of 14
• 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.”
WHEREAS, the City Council has determined that a development agreement is appropriate for the proposed development of the Digital Displays on the Property. The Development Agreement will (1) eliminate uncertainty in planning for the Digital Displays and result in the orderly development of the Digital Displays 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 Displays, (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
12.E.d
Packet Pg. 1571 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 7 of 14
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 Displays on the Property in accordance with the Development Agreement. The Digital Displays 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
WHEREAS, the City Council has found that the provisions of the Development Agreement are consistent with the relevant provisions of the 1976 Redevelopment Plan; and
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 Displays 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 Displays are exempt from the California Environmental Quality Act (“CEQA”) pursuant to a Class 1 exemption (existing facilities)
12.E.d
Packet Pg. 1572 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 8 of 14
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 specific plan. The 395 Santa Monica Place 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 Displays support the City’s goals to encourage economic vitality, enhance
12.E.d
Packet Pg. 1573 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 9 of 14
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.
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 – Transit Adjacent Zoning District, which permits a variety of active commercial and entertainment-oriented uses.
The proposed Digital Displays would complement the exiting entertainment, retail, dining, and visitor activities. It will enhance the visual and economic activity of the Promenade and Santa Monica Place shopping center while complying with operational and design standards
12.E.d
Packet Pg. 1574 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 10 of 14
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.
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 screen 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.
12.E.d
Packet Pg. 1575 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 11 of 14
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 displays incorporate automatic dimming technology and is required to power off between 1:00 a.m. and sunrise. The Digital Displays will not show flashing or scrolling text and other visual effects that could compromise driver safety. Collectively, these measures ensure the displays operate 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 Displays 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 and occupied ground-floor uses (particularly for the buildings on which the Digital Displays are installed on), thereby supporting economic activity and maintaining the vitality of the Downtown.
12.E.d
Packet Pg. 1576 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 12 of 14
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 each Digital Display. In addition, by activating an important shopping center in the Downtown and attracting visitors, the Development Agreement will contribute to increased economic activity, benefiting nearby businesses and generating additional tax revenues for 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.
12.E.d
Packet Pg. 1577 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 13 of 14
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.
12.E.d
Packet Pg. 1578 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 14 of 14
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 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
12.E.d
Packet Pg. 1579 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 15 of
14 EXHIBITA
DEVELOPMENT AGREEMENT
[behind this page]
12.E.d
Packet Pg. 1580 Attachment: ORD-ord-First Reading SMP Digital Displays DA (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa 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-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1581 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 1 David Yakobson
From: David Homa <[email protected]>
Sent: Tuesday, December 16, 2025 10:19 AM
To: councilmtgitems
Subject: Support for Items 10-A, 12-D and 12-E on the City Council Agenda 12.16.25 Follow Up Flag: Follow up
Flag Status: Completed
EXTERNAL
Dear City Council Members,
I'm a resident of Santa Monica and want to share my support for the digital signage ordinance and projects proposed for the AMC building and Santa Monica Place (Items 10-A, 12-D and 12-E) What appeals to me most about these projects is how they'll enhance the downtown experience for residents and visitors alike. The signage will bring energy and visual interest to areas we walk through every day, while also providing a platform to celebrate local artists and community events. I believe our local businesses deserve all the support they can get - and I love that Santa Monica is finding ways to blend modern technology with our commitment to arts and culture.
These installations also bring practical benefits—new revenue for the city and increased economic activity downtown. Both are important as we continue recovering and growing.
I encourage you to approve these well-designed projects.
Sincerely,
David Homa
101 California Avenue, Unit 901, Santa Monica, CA 90403 Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1582 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 2 David Yakobson
From: Gonen Y <[email protected]>
Sent: Tuesday, December 16, 2025 10:01 AM
To: councilmtgitems
Subject: Support for Items 10-A, 12-D and 12-E on the City Council Agenda 12.16.25 Follow Up Flag: Follow up
Flag Status: Completed
EXTERNAL
Dear City Council Members,
As a Santa Monica resident and artist, I want to express my strong support for the digital signage ordinance and projects proposed for Santa Monica Place and the AMC building.
What excites me most is the opportunity these installations create for promoting local arts and artists.
Having high-quality, prominent digital displays in the heart of downtown provides a platform to showcase our creative community, highlight cultural programming, and celebrate the arts in a highly visible way. This aligns perfectly with our city's commitment to supporting and elevating local culture.
These projects also enhance the vibrancy of our public spaces and contribute to economic recovery through new revenue sources. The combination of cultural promotion and economic benefit makes this an easy decision to support.
I urge you to approve all three items as recommended.
Best regards,
Gonen Yacov
511 Montana Avenue
--
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet. Gonen Yacov Graphic Designer
My Portfolio
Linkedin Page
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1583 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 1 David Yakobson
From: KUREPINA Ekaterina <[email protected]> Sent: Tuesday, December 16, 2025 11:05 AM
To: councilmtgitems
Cc: FRICKER Simon
Subject: Support for Items 10-A, 12-D and 12-E on the City Council Agenda 12.16.25 Follow Up Flag: Follow up
Flag Status: Completed
EXTERNAL
Dear City Council Members,
I am writing on behalf of Simon Fricker, General Manager of the Fairmont Miramar Hotel & Bungalows, to express his support for the digital signage projects proposed by Big Outdoor at Santa Monica Place and the AMC building on 3rd Street.
At the Fairmont Miramar Hotel & Bungalows, we see firsthand how important it is to create memorable, dynamic experiences that draw visitors to both our hotel and the City of Santa Monica. Modern, high-quality digital signage at these prominent downtown locations will help position Santa Monica as a forward-thinking and vibrant destination. This type of infrastructure attracts tourists and business travelers who expect the energy and sophistication that digital displays bring to major urban centers.
Beyond tourism benefits, these installations will generate new revenue for the City while promoting local arts, culture, and community programming. The ability to showcase what’s happening in Santa Monica—from cultural events to local artists—will enhance the visitor experience and encourage people to explore more of what downtown has to offer.
We encourage you to approve these projects as recommended in the staff report.
Best regards,
Ekaterina Kurepina
VIP & Executive Services Manager
On Behalf of SIMON A FRICKER
GENERAL MANAGER
Fairmont Miramar Hotel & Bungalows
101 Wilshire Blvd
Santa Monica, CA 90401
[email protected]
fairmont-miramar.com
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1584 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 2 This e-mail, any attachments and the information contained therein ("this message") are confidential and intended solely for the use of the addressee(s). If you have received this message in error please send it back to the sender and delete it. Unauthorized publication, use, dissemination or disclosure of this message, either in whole or in part is strictly prohibited.
Ce message electronique ainsi que tous les fichiers joints et les informations contenus dans ce message (ci apres "le message"), sont confidentiels et destines exclusivement a l'usage de la personne a laquelle ils sont adresses. Si vous avez recu ce message par erreur, merci de le renvoyer a son emetteur et de le detruire. Toute diffusion, publication, totale ou partielle ou divulgation sous quelque forme que ce soit non expressement autorisees de ce message, sont interdites.
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1585 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 3 David Yakobson
From: Hunter Hall <[email protected]>
Sent: Tuesday, December 16, 2025 10:53 AM
To: Caroline Torosis; Dan Hall; Natalya Zernitskaya; Ellis Raskin; Barry Snell; Jesse Zwick; Lana Negrete
Cc: Oliver Chi; councilmtgitems
Subject: MAIN ST. SUPPORTS 10-A, 12-D, AND 12-E!
Attachments: MSBIA Letter of Support-BIG Outdoor CC.docx.pdf Follow Up Flag: Follow up
Flag Status: Completed
EXTERNAL
Dear Members of the Santa Monica City Council,
We are writing to express our strong support for the proposed digital signage installations at Santa Monica Place and the AMC building at 1310 3rd Street.
As the Executive Director of Main Street, I’ve seen firsthand how similar signage has enhanced our district. When the digital kiosks were first introduced, there was understandable hesitation—but the results have been overwhelmingly positive. They’ve become a valuable part of the streetscape: informative, well-designed, and helpful to both visitors and businesses.
BIG Outdoor has been a great partner to our community for years—always responsive, collaborative, and sensitive to local context. They’ve consistently shown that these installations can be done thoughtfully and in ways that serve the broader public good.
It’s clear that the old ways of thinking about public space and revenue need to evolve. Santa Monica has to adapt to survive. We need to look at our public spaces differently and get creative about how they can be leveraged to our collective benefit—supporting the local economy, promoting arts and culture, and helping fund the very services that keep our city vibrant and safe.
These new projects strike that balance perfectly. They’ll enhance the pedestrian experience, generate new revenue for the City, and contribute to the continued revitalization of Downtown Santa Monica.
We urge you to approve these proposals and keep Santa Monica moving forward.
Sincerely,
Hunter G. Hall
Executive Director
Main Street Business Improvement Association
314.323.4663
[email protected]
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1586 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) Dec 15, 2025
To: Santa Monica City Council
RE: Support for Digital Signage Projects at Santa Monica Place and AMC Building Dear Members of the Santa Monica City Council,
We are writing to express our strong support for the proposed digital signage installations at Santa Monica Place and the AMC building at 1310 3rd Street.
As the Executive Director of Main Street, I’ve seen firsthand how similar signage has enhanced our district. When the digital kiosks were first introduced, there was understandable hesitation—but the results have been overwhelmingly positive. They’ve become a valuable part of the streetscape: informative, well-designed, and helpful to both visitors and businesses.
BIG Outdoor has been a great partner to our community for years—always responsive, collaborative, and sensitive to local context. They’ve consistently shown that these installations can be done thoughtfully and in ways that serve the broader public good.
It’s clear that the old ways of thinking about public space and revenue need to evolve. Santa Monica has to adapt to survive. We need to look at our public spaces differently and get creative about how they can be leveraged to our collective benefit—supporting the local economy, promoting arts and culture, and helping fund the very services that keep our city vibrant and safe.
These new projects strike that balance perfectly. They’ll enhance the pedestrian experience, generate new revenue for the City, and contribute to the continued revitalization of Downtown Santa Monica.
I urge you to approve these proposals and keep Santa Monica moving forward.
Sincerely,
Executive Director
Main Street Business Improvement Association
[email protected]
314.323.4663
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1587 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 2 David Yakobson
From: Gina Garcia <[email protected]>
Sent: Monday, December 15, 2025 3:31 PM
To: councilmtgitems
Subject: Support for digital signage ordinance and projects (Items 10-A, 12-D and 12-E)
EXTERNAL
Dear City Council Members,
As a Santa Monica resident and employee at a local non-profit, I want to express my strong support for the digital signage ordinance and projects proposed for Santa Monica Place and the AMC building.
I am writing to support the digital signage ordinance and projects proposed for the AMC building and Santa Monica Place (Items 10-A, 12-D and 12-E)
As a resident, I care deeply about maintaining a vibrant, economically healthy downtown which our downtown is currently not. These thoughtfully designed digital installations will contribute to that goal by attracting attention, promoting local culture, and generating revenue that supports city services.
I also appreciate the pedestrian-friendly design approach. Downtown should be an engaging place to walk and spend time, and high-quality digital signage—when done right—adds visual interest without detracting from the streetscape.
Please approve these projects. They represent smart, forward-looking infrastructure for our community.
All the best,
Gina Garcia
Sustainable Works
Gina Garcia I Co-Executive Director
Director Community Programs | Buy Local SM Manager
Sustainable Works | 1744 Pearl St | Santa Monica, CA 90405 310.458.8716 | Office
http://www.sustainableworks.org/
To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet.
To help
protect your
privacy,
Micro so ft
Office
prevented
auto matic
download of
this picture
from the
Internet.
Join our email list
To help
protect your
privacy,
Micro so ft
Office
prevented
auto matic
download of
this picture
from the
Internet.
To help
protect your
privacy,
Micro so ft
Office
prevented
auto matic
download of
this picture
from the
Internet.
To help
protect your
privacy,
Micro so ft
Office
prevented
auto matic
download of
this picture
from the
Internet.
To help
protect your
privacy,
Micro so ft
Office
prevented
auto matic
download of
this picture
from the
Internet.
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1588 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 1 David Yakobson
From: C.J. Laffer <[email protected]>
Sent: Monday, December 15, 2025 1:07 PM
To: councilmtgitems; Lana Negrete; Jesse Zwick; Caroline Torosis; Natalya Zernitskaya; Barry Snell
Cc: Rachel Kwok; Oliver Chi; Roxanne Tanemori; Jing Yeo; Susan Cola; Paula Larmore Subject: Santa Monica City Council/December 16, 2025: Letter re Agenda Item Nos. 10.A and
12.E
Attachments: Letter to City Council Digital Signs.pdf
EXTERNAL
Honorable City Council Members: Please see the aƩached leƩer regarding agenda item nos. 10.A and 12.E on the December 16, 2025 City Council agenda.
Best,
C.J.
C.J. Laffer | Attorney at Law
1250 Sixth Street, Suite 200 | Santa Monica, CA 90401
O: (310) 656-4330 | [email protected]
NOTICE OF DISTRIBUTION: This e-mail message contains information that may be confidential and privileged. Unless you are the addressee (or authorized to receive messages for the addressee), you may not use, copy or disclose this message (or any information contained in it) to anyone. If you have received this message in error, please advise the sender by reply e-mail and delete this message. Nothing in this message should be interpreted as a digital or electronic signature that can be used to authenticate a contract or other legal document.
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1589 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1590 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1591 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 1 David Yakobson
From: Neil Carrey <[email protected]>
Sent: Monday, December 15, 2025 12:48 PM
To: councilmtgitems
Subject: Support for Items 10-A, 12-D and 12-E on the City Council Agenda 12.16.25
EXTERNAL
Dear City Council Members,
I am writing to support the digital signage ordinance and projects proposed for the AMC building and Santa Monica Place (Items 10-A, 12-D and 12-E)
These projects represent the kind of thoughtful, modern development that keeps Santa Monica competitive and attractive. The high-tech signage will activate these important downtown locations, improve the pedestrian experience, and create opportunities to highlight what makes our community special—our arts, culture, and local events.
I also value the economic benefits. New revenue for the city and increased vitality downtown are important goals, especially as we work to maintain the quality of life we enjoy here.
I hope you'll vote yes on all three items. As a longtime resident of Santa Monica who loves Santa Monica, I believe these projects will be very beneficial as we move forward.
Thanks for listening.
Regards,
Neil Carrey
43-year resident on 23rd Street
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1592 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) 2 David Yakobson
From: Jackie Hinton <[email protected]>
Sent: Monday, December 15, 2025 2:57 PM
To: councilmtgitems
Subject: Support for Items 10-A, 12-D and 12-E on the City Council Agenda 12.16.25
EXTERNAL
Dear City Council Members,
As a long-time Santa Monica resident, small business owner (Good Body Pilates Studio), and Chair of the Pico Improvement Organization, I’m writing in strong support of the proposed digital signage ordinance and the projects at Santa Monica Place and the AMC building.
What resonates most with me is the opportunity these installations create to uplift local arts, artists, and cultural programming in a highly visible, intentional way. Thoughtfully designed digital signage in the heart of downtown can serve as a dynamic platform to showcase our creative community, promote local events, and reflect the diverse cultural life that makes Santa Monica special. That kind of visibility matters not just for artists, but for the identity of our city.
These projects also help activate public space, encourage foot traffic, and generate much-needed revenue during a time when our local economy is still recovering. Supporting culture and supporting economic vitality don’t have to be mutually exclusive, this proposal does both.
I believe this is a smart, forward-thinking investment in downtown Santa Monica and urge you to approve both items as recommended.
Thank you for your time and consideration.
Warmly,
Jackie Hinton
--
PIO Chair 2025-2026
www.picoblvdsm.com
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.e
Packet Pg. 1593 Attachment: Written Comments (7397 : Introduction and First Reading of an Ordinance to Approve the 395 Santa Monica Place DA) Item 12.E
Development Agreement for
Digital Displays at 395 Santa
Monica Place
City Council
December 16, 2025
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1594 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Agenda
395 Santa Monica Place– 4 full motion digital displays Applicant: Big Outdoor
Introduce for first reading an ordinance to approve Development Agreement 24ENT-0024 for Digital Displays at 395 Santa Monica Place Additional edits since publication of Council Staff Report are proposed and indicated in Green of this presentation
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1595 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an 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 25ENT-0021, 1202 Third Street Promenade – 1 digital display 24ENT-0233, 301 Arizona Ave – 1 digital display
25ENT-0086, 1310 3rd St Promenade – 1 digital display 24ENT-0024, 395 Santa Monica Place - 4 digital displays Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1596 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an 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 with the effective date of the Ordinance
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1597 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Council Consideration
Council should consider the following in its review and approval of 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 concepts are appropriate to the existing shopping center and surrounding context
4. Whether the proposed displays provide 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-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1598 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Existing Project Site
4 of the permitted
locations at SMP in the
draft District Ordinance
Display A
Display B
Display C
Display D
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1599 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Existing Project Site – Display A
Address 395 Santa Monica Place
Corner Northwest corner of 4th
and Colorado
Zoning Transit Adjacent Zone
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1600 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Project Description – Display A
Size 1,000 sf
Type Building mounted, full motion
Dimensions 50’ (w) x 20’ (h)
Projections 3.5 ft into Colorado and 3.5 ft into
4th St from PL
Notes Obscure art piece behind glass
curtain wall; angled from
residential
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1601 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Existing Project Site – Display B
Address 395 Santa Monica Place
Corner Southwest corner of 4th
and Broadway at
Parking Structure #7
Zoning Transit Adjacent Zone
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1602 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Project Description – Display B
Size 1,000 sf
Type Building mounted, full motion
Dimensions 50’ (w) x 20’ (h)
Projections 3.5 ft into 4th St ROW from PL
Notes On existing Parking Structure No. 7.
Requires removal of existing
architectural projection.
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1603 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Existing Project Site – Display C
Address 395 Santa Monica Place
Corner Southeast corner of 2nd
St and Broadway
Zoning Transit Adjacent Zone
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1604 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Project Description – Display C
Size 1,000 sf
Type Building mounted, full motion
Dimensions 50’ (w) x 20’ (h)
Projections ~2 ft into Broadway and 3.5 ft into
2nd St from PL
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1605 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Existing Project Site – Display D
Address 395 Santa Monica Place
Corner Southeast corner of 3rd
St and Broadway
Zoning Transit Adjacent Zone
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1606 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Project Description – Display D
Size 650 sf
Type Building mounted, full motion
Dimensions 32.5’ (h) x 20’ (w)
Projections 2 ft from PL
Notes Angled away from residential
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1607 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Key Considerations
Lighting • A portion of Digital Display D
faces onto upper level
residential uses to the north
(above Lululemon)
• Display will be required to comply with Ordinance
illumination and luminance
standards to minimize light
impacts.
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1608 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Development Agreement
30-Year Term
• With option for two 10-year extensions
• Major modifications to the digital displays subject to DA amendment • Must have building permit issuance for digital displays within 2 years after effective date of DA (outside permit issuance date) May be extended for 12 months with CDD director approval Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1609 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an 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-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1610 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Financial Community Benefits per DA
• Must include financial community benefits consisting of:
One-time contribution $500,000 each for Displays A-C to be paid upon display completion; Display D reduced in proportionate reduction SF ($325,000). Contribution 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 for Display A-C and $325,000 for Display D, 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-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1611 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Building Occupancy
• Minimum Building Occupancy thresholds start at the later of January 1, 2027 or the commencement date of the digital display (i.e. when the sign receives its final inspection):
i. 50% of the total leasable floor area within the shopping center ii. 100% of the ground floor of existing building to which the sign is installed on iii. Remaining 20% of the ground floor of shopping center • If occupancy thresholds are not met:
For more than 18 months for (i) or (ii) or more than 24 months for (iii), MAG increased by 25% on (non-compounded) prorata 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-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1612 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an 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-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1613 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an 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 Displays. 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 Displays.
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1614 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Amendments to DA Ordinance
Amendment to correct Ordinance's citation to owner:
TRIGILD IVL, AS COURT-APPOINTED RECEIVER FOR
CERTAIN ASSETS OF MACERICH SMP, LP
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1615 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Recommendations
1. Adopt findings of categorical exemptions pursuant to Sections 15301, 15303, 15311, and 15332 of the California Environmental Quality Act (CEQA) Guidelines;
2. Introduce an ordinance for first reading to approve Development Agreement 24ENT-0024 for four Digital Displays at 395 Santa Monica Place.
• With amendments as stated by Staff
3. Approve a license agreement with Trigild IVL, Court-Appointed Receiver for the Santa Monica Place property, for installation and operation of a digital display on Parking Structure No. 7 Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1616 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an Recommended Action
Questions?
Thank you!
Item 12-E
December 16, 2025
Item 12-E
December 16, 2025
12.E.f
Packet Pg. 1617 Attachment: PowerPoint Presentation (7397 : Introduction and First Reading of an City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 16.A
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Records and Election Services Department Subject: Appointment to one scheduled vacancy on the Transient Occupancy Tax Advisory Committee for a term ending on June 30, 2027 (Continued from 11/18/2025 and 12/09/2025)
Prepared By: David Yakobson, Staff Assistant III
Approved Forwarded to Council
Attachments:
A. Applicant List
16.A
Packet Pg. 1618
City of Santa Monica
Boards and Commissions Applicants
Transient Occupancy Advisory Committee
Name Application Date
Ginsburg, Scott A. 11/07/2025
TOTAL APPLICANTS: 1
16.A.a
Packet Pg. 1619 Attachment: Applicant List (7453 : 16.A Appointment to one seat on the Transient Occupancy Tax Advisory Committee (5 mins.)) City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 16.B
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Records and Election Services Department Subject: Appointment to one unscheduled vacancy on the Disabilities Commission for a term ending on June 30, 2029
Prepared By: David Yakobson, Staff Assistant III
Approved Forwarded to Council
Attachments:
A. Applicant List
16.B
Packet Pg. 1620
City of Santa Monica
Boards and Commissions Applicants
Disabilities Commission
Name Application Date
Helms, William S. 09/30/2025
Levy, Helayne S. 10/20/2025
Muntaner, Zoë 05/27/2025
Squire, Paul J. 03/10/2025
VerSteeg, Patricia A. 07/29/2025
TOTAL APPLICANTS: 5
16.B.a
Packet Pg. 1621 Attachment: Applicant List (7454 : 16.B Appointment to the Disabilities Commission (1 Mins.)) City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 16.C
1 of 1
To: Mayor and City Council
From: Oliver Chi, City Manager, City Manager's Office
Subject: Request of Mayor Torosis, Councilmember Hall, and Councilmember Raskin that the City Council direct the City Manager, in coordination with the City Attorney to establish a Citywide Realignment Performance Framework and public-facing dashboard that organizes outcome and output performance indicators across the Realignment Plan’s five priority areas.
Prepared By: Sergio Ramirez, Chief of Staff
Approved Forwarded to Council
Attachments:
A. Santa Monica Scorecard (December 16 2025)
16.C
Packet Pg. 1622
Santa Monica Scorecard: Establishing a Citywide Realignment Performance Framework
Request by Mayor Torosis, Councilmember Hall, and Councilmember Raskin On October 28, 2025, the Santa Monica City Council adopted the Realignment Plan, the foundation of a comprehensive “renaissance” for the City of Santa Monica. This plan outlines a unifying strategy to strengthen Santa Monica’s economic, cultural, civic, and organizational health. It articulates a clear set of priorities focused on:
1. Safe Neighborhoods & Clean Public Spaces
2. Economic Opportunity & Growth
3. Affordable, Livable & Secure Housing for All
4. Organizational Capacity & Service Delivery
5. Organizational Health & Culture
The Realignment Plan calls for measurable improvements in downtown revitalization, public safety, street cleanliness, infrastructure reliability, business vitality, economic recovery, renter stability, affordable housing production, customer-centered service delivery, and citywide organizational performance. Collectively, these elements are essential to restoring public confidence and ensuring that Santa Monica continues to deliver exceptional services and a high quality of life for residents, workers, and visitors.
Over the past several years, the City has implemented important reforms that strengthen the foundation for this renaissance, including adoption of a first-of-its-kind Homeless Strategic Plan; expansion of right-to-counsel and emergency assistance for vulnerable tenants; improvements to development review and permitting processes; activation of new economic recovery tools; modernized code enforcement and inspection programs; implementation of expanded public safety deployment strategies; and improvements to internal business processes and service delivery systems. The City has also advanced major policy reforms through the Housing Element update, tenant protection enhancements, racial equity initiatives, and strategic economic development efforts.
As the Realignment Plan shifts into implementation, it is vital that the City adopt a structured, data-informed, and transparent performance framework that allows the Council and the public to understand:
• What actions the City is taking.
• How well services are being delivered.
• Whether conditions in the community are measurably improving. • Where additional attention, resources, or support may be needed.
As the Realignment Plan moves into its implementation phase, it is essential that the City hold itself accountable for visible progress. Residents, workers and businesses must be able to clearly understand what actions are being taken, how outcomes are
16.C.a
Packet Pg. 1623 Attachment: Santa Monica Scorecard (December 16 2025) (7450 : Santa Monica Scorecard) being measured and whether the City is moving in the right direction. Transparency and accountability are foundational to rebuilding public trust and ensuring that this plan delivers real results and ushers in a renaissance for our City.
Other leading jurisdictions have demonstrated that transparent performance dashboards are a critical tool for strengthening government responsiveness and public confidence. New York City’s Mayor’s Management Report, Los Angeles’ mayoral performance dashboards, Washington D.C.’s Grade.DC.Gov platform, Boston’s CityScore initiative and Portland’s Budget Performance Dashboard have each shown that clear public metrics accelerate improvements in public safety, street cleanliness, permitting efficiency, homelessness response, business activity and housing production.
These systems help residents see progress for themselves and help governments identify areas that need stronger focus or additional support.
Santa Monica has already established strong internal foundations for such an approach through investments in 311 modernization, improvements to business processes, updates to code enforcement and building inspection systems, a more effective coverage schedule for law enforcement presence throughout the City, new economic recovery strategies, strengthened renter protections and reforms to housing production and preservation systems. The adoption of the Realignment Plan offers an ideal opportunity to formalize these efforts into a unified, citywide performance management structure.
Santa Monica Scorecard is the system that will align our efforts and track outcomes under a transparent performance management structure. We are asking that the City Manager develop a unified data framework and public-facing dashboard that organizes outcome and output performance indicators across the Realignment Plan’s five priority areas, including:
• Safe & Clean metrics (such as downtown crime, police response times, graffiti removal, illegal dumping resolution, and lighting repairs). • Economic vitality measures (including commercial and office vacancy trends, business openings and closings, consumer spending and activation of public spaces).
• Housing & tenant protection outcomes (including multi-family vacancy rates, right to counsel utilization, habitability compliance, and tenant protection results). • Core organizational performance indicators such as service reliability, 311 responsiveness, and workforce engagement.
Together, these metrics will create a clear and accountable picture of the City’s operational performance and the community outcomes the Realignment Plan is designed to achieve.
Therefore, we request that the City Council direct the City Manager, in coordination with the City Attorney, to:
16.C.a
Packet Pg. 1624 Attachment: Santa Monica Scorecard (December 16 2025) (7450 : Santa Monica Scorecard)
1. Return to the City Council within 30 days with an information item outlining the proposed cross-departmental Key Performance Indicator (KPI) framework aligned with the Realignment Plan’s five priority areas. The report should:
• Identify recommended outcome and output measures for each Realignment domain.
• Explain how each indicator reflects progress toward the Plan’s goals and demonstrates return on investment for residents.
• Incorporate downtown-specific crime and safety indicators, commercial and office vacancy measures, multi-family housing vacancy, tenant protection and habitability metrics, and other measures consistent with the Realignment data framework.
• Outline how data will be collected, validated, and updated.
2. Establish a unified “Santa Monica Scorecard” performance management and public dashboard system within 90 days that aligns directly with the Realignment Plan and includes a structured, regularly updated data environment. As part of developing this framework, the City Manager should:
• Develop a set of KPIs for each Realignment priority area, including:
o Safe Neighborhoods & Clean Public Spaces (e.g., crime trends, police response times, cleanliness and maintenance performance, homelessness outreach outcomes).
o Economic Opportunity & Growth (e.g., commercial and office vacancy rates, business openings and closings, public space activations, permitting activity).
o Affordable, Livable & Secure Housing (e.g., affordable housing pipeline and completions, multi-family vacancy rates, tenant protection outcomes, habitability compliance, homelessness placements).
o Organizational Capacity & Service Delivery (e.g., 311 responsiveness, permitting timelines, service reliability).
o Organizational Health & Culture (e.g., employee engagement, vacancy and turnover trends, training and development metrics). • Consult with all relevant City departments to develop clear, measurable, and feasible indicators.
• Establish quarterly and annual performance targets for each indicator so that the public can understand progress and what success looks like. • Integrate existing departmental data systems and develop new data collection processes where needed to ensure accuracy, standardization, and timely reporting.
• Include longitudinal trend analyses showing month-over-month, quarter-overquarter, and year-over-year change to evaluate performance over time.
3. Ensure the Performance Counts dashboard includes key indicators such as:
16.C.a
Packet Pg. 1625 Attachment: Santa Monica Scorecard (December 16 2025) (7450 : Santa Monica Scorecard) • Housing & Tenant Stability: preservation of rent-controlled units; issuance of certificates of occupancy for affordable and market-rate units; number of affordable units in development and completed; multi-family vacancy rates; tenant protection and habitability metrics including tracking Ellis Act evictions; and households supported through rental assistance, eviction prevention, and stabilization programs.
• Public Safety & Homelessness Response: police response times, crime trends (including downtown-specific crime and calls for service), proactive enforcement activity, shelter placements, interim housing placements, and permanent housing outcomes.
• Cleanliness & Infrastructure: response times and completion rates for graffiti removal, bulky item pickup, illegal dumping, street and sidewalk repairs, lighting outages, and tree maintenance.
• Service Delivery & Civic Responsiveness: permitting timelines, inspections completed, 311 resolution rates, public space activations, and business openings and closings.
4. Design and deploy a visually clear, user-friendly, mobile-responsive public dashboard (scorecard) that is easily accessible on the City’s website.
5. Ensure the dashboard allows for comparing current data to quarterly and annual targets and track progress in a simple, understandable way.
6. Provide biannual updates to the City Council summarizing progress across all KPIs.
7. Provide the City Council with an annual evaluation of the Realignment Plan’s effectiveness based on the Performance Counts metrics, and include recommendations for updates, adjustments, or resource reallocations as necessary.
16.C.a
Packet Pg. 1626 Attachment: Santa Monica Scorecard (December 16 2025) (7450 : Santa Monica Scorecard) City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 16.D
1 of 1
To: Mayor and City Council
From: Oliver Chi, City Manager, City Manager's Office
Subject: Request of Mayor Torosis and Mayor Pro Tem Zwick that the City Council direct the City Manager to return within 30 days with a detailed framework for establishing the Santa Monica CEO Roundtable.
Prepared By: Sergio Ramirez, Chief of Staff
Approved Forwarded to Council
Attachments:
A. Establishing a Santa Monica CEO Roundtable
16.D
Packet Pg. 1627
Establishing the Santa Monica CEO Roundtable to Drive Economic Recovery and Growth
Request by Mayor Torosis and Mayor Pro Tem Zwick
Santa Monica is confronting serious economic headwinds. Hybrid work schedules, shifting consumer behavior, regional competition, and continued concerns about safety and cleanliness have all contributed to historically high commercial and office vacancies. Today, roughly 35 percent of our office space is vacant, 16 percent of our storefronts are unoccupied, and in the heart of our city nearly 50 percent of Promenade storefronts and 70 percent of Santa Monica Place remain empty.
These indicators reflect an economic disruption that requires urgent, coordinated action.
Over the past several months, the Council has adopted the Realignment Plan to strengthen the basic conditions that allow economic activity to return. The plan focuses on restoring public safety, improving cleanliness, reinforcing enforcement, and reinvesting in our public spaces so that Santa Monica is once again a place where businesses feel confident to invest.
We are already hearing from property owners that these efforts are shifting market sentiment. At Santa Monica Place, several well-known brands that had previously passed on opportunities in our city are now reconsidering. This is an encouraging signal that confidence can be rebuilt when local government delivers on safety, order, and reliability.
With these improvements underway, Santa Monica is ready for the next phase of economic recovery. That phase requires direct, ongoing collaboration with the private sector. The cities that have recovered the fastest from economic shocks have created structured executive advisory bodies that bring government and business leaders together to design solutions in real time. Examples include:
• San Francisco’s Roadmap to Downtown Recovery Executive Council, which convenes CEOs and anchor institutions to advise on economic strategy and regulatory reform.
• New York City’s Business Leaders Council, which provides continuous market intelligence and shapes business retention and attraction efforts. • Boston’s CEO Advisory Group, which works directly with the mayor on commercial corridor revitalization and investment readiness. • Seattle’s Downtown Recovery Task Force, which integrates business, tourism, tech, and arts leaders to coordinate recovery strategies. • West Hollywood’s Business Roundtable model, which offers a streamlined, non Brown Act forum for candid dialogue between city leadership and commercial stakeholders.
16.D.a
Packet Pg. 1628 Attachment: Establishing a Santa Monica CEO Roundtable (7451 : Santa Monica CEO Roundtable) These cities have shown that executive-level engagement helps government understand market conditions, reduce barriers to investment, and ensure policy tools are aligned with real-world business needs.
In order to fully effectuate our Realignment Plan, Santa Monica should establish its own CEO-level advisory body that reflects our local economy and supports the Realignment Plan’s Economic Opportunity and Growth goals. The Santa Monica CEO Roundtable will be convened by the City Manager and Mayor on an ad-hoc basis not subject to the Brown Act.
The Santa Monica CEO Roundtable will provide the City with a structured opportunity to:
• Engage top executives and institutional leaders in strategic dialogue about Santa Monica’s economic conditions and opportunities.
• Receive real-time market intelligence on leasing, development trends, financing, and workforce needs.
• Support the revitalization and re-tenanting of Downtown, the Promenade, Santa Monica Place, and other major commercial districts.
• Strengthen the alignment between our Safe and Clean initiatives and business confidence.
• Position Santa Monica to maximize economic benefits from upcoming global events, including the 2026 FIFA World Cup, the 2026 Goldenvoice festival, the 2027 Super Bowl, and the 2028 Olympic and Paralympic Games.
The Roundtable will complement and not duplicate existing community advisory structures. It addresses a current gap: a high-level, executive venue that is nimble, data-informed, and focused on accelerating business attraction and long-term economic competitiveness.
Therefore, we direct the City Manager to return within 30 days with a detailed framework for establishing the Santa Monica CEO Roundtable, including:
1. A clear purpose and scope that aligns with the Realignment Plan’s Economic Opportunity and Growth pillar.
2. Recommended membership criteria that ensure representation from major employers, commercial property owners, hospitality and tourism leaders, retail and entertainment tenants, innovation and creative-sector firms, financial and philanthropic partners, and institutional anchors.
3. A proposed governance structure, including the convening process, selection of Co-Chairs, meeting cadence, and the potential for working groups or subcommittees.
4. A description of how the Roundtable will operate as a non-Brown Act, advisoryonly body, and how recommendations and insights will be reported publicly to maintain transparency and accountability.
16.D.a
Packet Pg. 1629 Attachment: Establishing a Santa Monica CEO Roundtable (7451 : Santa Monica CEO Roundtable) City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 16.E
1 of 1
To: Mayor and City Council
From: Oliver Chi, City Manager, City Manager's Office
Subject: Request of Mayor Torosis, Mayor Pro Tempore Zwick, and Councilmember Hall that Council establish a formal performance evaluation process for the City Manager, City Attorney, and City Clerk.
Prepared By: Sergio Ramirez, Chief of Staff
Approved Forwarded to Council
Attachments:
A. Establishing a Formal Performance Evaluation Process for the City Manager, City Attorney, and City Clerk
16.E
Packet Pg. 1630
Meeting: December 16, 2025
16 ITEM BY MAYOR TOROSIS, MAYOR PRO TEMPORE ZWICK, AND
COUNCILMEMBER HALL
Request of Mayor Torosis, Mayor Pro Tempore Zwick, and Councilmember Hall that Council establish a formal performance evaluation process for the City Manager, City Attorney, and City Clerk.
Santa Monica’s City Charter grants the City Council exclusive authority to hire, supervise, and evaluate the City Manager, City Attorney, and City Clerk. Historically, evaluation practices have shifted with Council turnover, scheduling, and evolving procedural norms. As the city advances major initiatives like the Realignment Plan, it is critical for the Council to adopt a consistent, professionalized performance management framework that emphasizes accountability, organizational clarity, leadership development, and good governance.
According to the International City/County Management Association (ICMA), many cities now use formalized annual written evaluations that include aligned goals, key performance indicators, and structured opportunities for both collective and individual feedback. Oversight organizations such as ICMA and the California League of Cities identify such frameworks as best practices for promoting transparency between Council and the City Management Team, strengthening alignment between policy and execution, and reinforcing accountability. Establishing a structured process empowers the Council to provide clear direction and motivation while giving staff clarity on expectations, measurable goals, and opportunities for professional growth.
In order to reinforce the Council’s commitment to accountability and driving outcomes, WE THEREFORE MOVE THAT THE COUNCIL:
1. The Council establishes annual formal performance evaluations for the City Manager, City Attorney, and City Clerk using standardized evaluation forms.
Annual evaluation cycles will align with the budget process to reflect Council budget and policy priorities.
2. Authorize and direct the Mayor and Mayor Pro Tempore to prepare draft evaluation forms with support, as needed, from the Director of Human Resources to develop a 360 feedback process inclusive of direct reports of the City Manager, City Attorney, and City Clerk.
3. Agendize a closed session item no later than February 2026 to approve and adopt evaluation forms.
4. Agendize semi-annual closed session discussions six months into a review cycle to provide informal “check-in” feedback on performance. # # #
16.E.a
Packet Pg. 1631 Attachment: Establishing a Formal Performance Evaluation Process for the City Manager, City Attorney, and City Clerk (7452 : Formal City Council
Report
City Council Meeting: December 16, 2025
Agenda Item: 16.F
1 of 1
To: Mayor and City Council
From: Oliver Chi, City Manager, City Manager's Office
Subject: Establish and appoint a temporary ad hoc Council committee for the City Clerk recruitment process.
Prepared By: Sergio Ramirez, Chief of Staff
Approved Forwarded to Council
16.F
Packet Pg. 1632