PLANNING DEPARTMENT TRANSMITTAL TO THE CITY CLERK S OFFICE

Transcription

1 Dep f jele rr ;ment Ul T * u) anmng PLANNING DEPARTMENT TRANSMITTAL TO THE CITY CLERK S OFFICE CITY PLANNING CASE: CPC DA ENVIRONMENTAL DOCUMENT: ENV EIR, SCH# COUNCIL DISTRICT: 12 - Englander PROJECT ADDRESS: PRAIRIE STREET, WINNETKA AVENUE, W. NORDHOFF PLACE Assessor s Parcel numbers (Parcel 1); (Parcel 2); (Parcel 3); (Parcel 4) APPLICANT/REPRESENTATIVE: MGA North, LLC Roscoe Blvd. #200 VanNuys, CA Armbruster, Goldsmith, Delvac, LLP Wilshire Blvd. #1600 Los Angeles, CA f New/Changed TELEPHONE NUMBER: ADDRESS: dave@agd-landuse.com APPELLANT/REPRESENTATIVE: TELEPHONE NUMBER: ADDRESS: N/A PLANNER CONTACT INFORMATION: Nicholas Hendricks TELEPHONE NUMBER: (818) ADDRESS: nick.hendricks@lacity.org APPROVED PROJECT DESCRIPTION: The project involves an integrated light industrial, corporate office and residential campus development consisting of a mix of uses totaling approximately 1.11 million square feet, including: (1) adaptive re-use and rehabilitation of the former LA Times printing facility for MGA light industrial uses and its corporate headquarters, as well as ancillary creative office space, (2) 660 rental housing units in four main residential buildings (i.e., Buildings A-D), (3) extensive shared recreational campus amenities strategically located throughout the Site and (4) approximately 14,000 square feet of campus and neighborhood serving retail and restaurant uses. N:\ATSD\Commission\CPC\2015\CASE PROCESSING\GPA, ZC, CA, DA, ICOVCPC DA N. HENDRICKS\PLANNING TRANSMITTAL 2,docx

2 COMMISSION ACTION(S) / ZONING ADMINISTRATOR ACTION(S): (CEA s PLEASE CONFIRM) 1. Adopted the Findings. Recommendations to City Council: 1. Recommend that the City Council approve the proposed Development Agreement between MGA North and the City of Los Angeles. ENTITLEMENTS FOR CITY COUNCIL CONSIDERATION: DA FINAL ENTITLEMENTS NOT ADVANCING: N/A ITEMS APPEALED: N/A ATTACHMENTS: REVISED: ENVIRONMENTAL CLEARANCE: REVISED: F Letter of Determination F Findings of Fact F Staff Recommendation Report r Conditions of Approval F Ordinance r Zone Change Map f GPA Resolution F Land Use Map F Exhibit A - Site Plan F Mailing List f Land Use F Other f Categorical Exemption r.negative Declaration f Mitigated Negative Declaration F Environmental Impact Report F Mitigation Monitoring Program F Other r i N:\ATSD\Commission\CPC\2015\CASE PROCESSING\GPA, ZC, CA, DA, ICO\CPC DA N. HENDRICKSVPLANNING TRANSMITTAL 2.docx 2

3 NOTES / INSTRUCTION(S): DEVELOPMENT AGREEMENT FISCAL IMPACT STATEMENT: F Yes PLANNING COMMISSION: f.no *lf determination states administrative costs are recovered through fees, indicate Yes. F City Planning Commission (CPC) r Cultural Heritage Commission (CHC) f Central Area Planning Commission r East LA Area Planning Commission Harbor Area Planning Commission f North Valley Area Planning Commission f South LA Area Planning Commission r South Valley Area Planning Commission f West LA Area Planning Commission PLANNING COMMISSION HEARING DATE: COMMISSION VOTE: July 23, LAST DAY TO APPEAL: N/A APPEALED: N/A TRANSMITTED BY: James K. Williams TRANSMITTAL DATE: OCT N:\ATSD\Commission\CPC\2015\CASE PROCESSING\GPA, ZC, CA, DA, ICO\CPC DA N, HENDRICKS\PLANNING TRANSMITTAL 2.docx

4 9- OS M los Angeles City Planning Commission 200 N. Spring Street, Room 532, Los Angeles, California, , (213) Determination Mailing Date: 2EP CASE: CPC DA CEQA: ENV EIR, SCH No Related Case: CPC GPA-ZC-MPR-CU- CUB-SPR Council District: 12 - Englander Plan Area: Chatsworth - Porter Ranch Zone: MR2-1, P-1 Request: Development Agreement Location: PRAIRIE STREET, WINNETKA AVENUE, W. NORDHOFF PLACE Assessor s Parcel numbers (Parcel 1); (Parcel 2); (Parcel 3); (Parcel 4) Applicant: MGA North, LLC Representative: Dave Rand, Armbruster, Goldsmith & Delvac, LLP At its meeting of July 23, 2015, the Los Angeles City Planning Commission took the following action: 1. Adopted the attached Findings. Recommendations to City Council: 1. Recommend that the City Council approve the proposed Development Agreement between MGA North, LLC and the City of Los Angeles. Fiscal Impact Statement: There is no General Fund impact as administrative costs are recovered through fees. This action was taken by the following vote: Moved: Seconded: Ayes: Absent: Katz Choe Ahn, Millman, Perlman, Dake-Wilson Ambroz, Mack, Segura Vote: 6-0 ) James K. Williams, Commission Executive Assistant II Los AngeAes City Planning Commission Appeal Sti : The Los Angeles City Planning Commission s action regarding the Development Agreement is final and not further appealable. If you seek judicial review of any decision of the City pursuant to California Code of Civil Procedure Section , the petition for writ of mandate pursuant to that section must be filed no later than the 90th day following the date on which the City's decision became final pursuant to California Code of Civil Procedure Section There may be other time limits which also affect your ability to seek judicial review.

5 DEVELOPMENT AGREEMENT by and between THE CITY OF LOS ANGELES and MGA NORTH, LLC dated as of

6 RECITALS AGREEMENT DEVELOPMENT AGREEMENT TABLE OF CONTENTS Page 1 2 E DEFINITIONS u Agreement... u 95 Applicable Rules u 95 Assignment Agreement u 55 CEQA City City Agency City Attorney u 55 City Council Conditions of Approval Days Developer Development Agreement Act Discretionary Action Effective Date General Plan 66 Ministerial Permits and Approvals u 55 Mitigation Measures Parties Party U 55 Planning Commission Planning Director Processing Fees Project Project Approvals u 95 Property Property Owner Reserved Powers Term 55 Transferee Vesting Tentative Tract Map RECITALS OF PREMISES, PURPOSE AND INTENT State Enabling Statute... City Procedures and Actions City Planning Commission Action City Council Certification of the EIR City Council Action

7 2.3 Purpose of this Agreement Public Benefits Developer Objectives Mutual Objectives Applicability of the Agreement 3. AGREEMENT AND ASSURANCES Agreement and Assurances on the Part of Developer Proj ect Development Timing of Development... Agreement and Assurances on the Part of the City ANNUAL REVIEW Entitlement to Develop... Consistency in Applicable Rules... Changes in Applicable Rules Non-application of Changes in Applicable Rules Changes in Building and Fire Codes Changes Mandated by Federal or State Law... Subsequent Development Review... Administrative Changes and Modifications... Effective Development Standards... Interim Use Moratoria or Interim Control Ordinances Time Period of Vesting Tentative Tract Map and Project Approvals Processing Fees Timeframes and Staffing for Processing and Review Other Governmental Approvals... Annual Review... Pre-Determination Procedure Special Review... Planning Director s Determination... Appeal By Developer... Period to Cure Non-Compliance... Failure to Cure Non-Compliance Procedure... Termination or Modification of Agreement... Reimbursement of Costs... City s Rights and Remedies Against Developer 5. DEFAULT PROVISIONS 5.1 Default by Developer Default Notice of Default Failure to Cure Default Procedures Termination or Modification of Agreement

8 5.2 Default by the City Default Notice of Default 5.3 No Monetary Damages. 6. MORTGAGEE RIGHTS Encumbrances on the Property. Mortgagee Protection... Mortgagee Not Obligated... Request for Notice to Mortgage Mortgagee s Time to Cure... Disaffirmation GENERAL PROVISIONS Effective Date... Term... Appeals to City Council... Enforced Delay; Extension of Time of Performance... Dispute Resolution Dispute Resolution Proceedings Arbitration Arbitration Procedures Extension of Term Legal Action Applicable Law... Amendments... Assignment Conditions of Assignment Written Notice of Assignment Required Automatic Assumption of Obligations Liability Upon Assignment Release of Property Owner Release of Property Transferee... Covenants... Cooperation and Implementation Processing... Other Governmental Permits Cooperation in the Event of Legal Challenge Relationship of the Parties... Operating Memoranda... Certificate of Performance Indemnification Obligation to Defend, Indemnify, and Hold Harmless Defending The Project Approvals Breach of Obligations Cooperation

9 Contractual Obligation Waiver of Right to Challenge Survival Preparation of Administrative Record Deposit... Notices... Recordation Constructive Notice and Acceptance Successors and Assignees Severability Time of the Essence Waiver No Third Party Beneficiaries Entire Agreement Legal Advice; Neutral Interpretation; Headings, Table of Contents, and Index Duplicate Originals

10 DEVELOPMENT AGREEMENT This Development Agreement ( Agreement ) is executed this day of, 2015 by and between the CITY OF LOS ANGELES, a municipal corporation ( City ), and MGA North, LLC (the Developer ), pursuant to California Government Code Section et seep, and the implementing procedures of the City, with respect to the following: RECITALS WHEREAS, the City and the Developer recognize that the further development of the subject property, as defined below, will create significant opportunities for economic growth in the City, the Southern California region and California generally; WHEREAS, the Developer wishes to obtain reasonable assurances that the project as defined below may be developed in accordance with the Project Approvals, as defined below, and the terms of this Agreement; WHEREAS, the Developer will implement public benefits above and beyond the necessary mitigation for the Project including benefits and other consideration as noted in Sections and; WHEREAS, this Agreement is necessary to assure the Developer that the Project will not be reduced in density, intensity or use or be subjected to new rules, regulations, ordinances or policies unless otherwise allowed by this Agreement; WHEREAS, by entering into this Agreement, the City is encouraging the development of the project as set forth in this Agreement in accordance with the goals and objectives of the City, while reserving to the City the legislative powers necessary to remain responsible and accountable to its residents; WHEREAS, the Developer owns a 23.6-acre property in the City of Los Angeles located at Prairie Street, generally bounded by Winnetka Avenue on the west, Prairie Street on the north, existing light industrial/corporate office park uses on the east and a Southern Pacific Railroad right-of-way on the north (the Property ). Developer intends to construct a mixed use campus project consisting of light industrial, corporate and creative office, residential and neighborhood serving commercial uses (the Project ) at the Property. The Project would specifically consist of: (1) re-use and rehabilitation of the existing light industrial/office building for the Developer s corporate headquarters, light industrial functions and new creative office tenants; (2) development of 660 dwelling units in four main residential buildings with extensive shared recreational and campus amenities; and (3) approximately 11,000 square feet of ancillary, campus and neighborhood serving retail and 3,000 square feet of restaurant uses. The Project totals 1,110,815 total square feet of floor area and 1,491 parking spaces would be provided in onsite structures. The maximum building height of the Project is 77-feet. WHEREAS, for the foregoing reasons, the Parties desire to enter into a development agreement for the Project pursuant to the Development Agreement Act, as defined below, and the City s charter powers upon the terms and conditions set forth herein. 1

11 AGREEMENT NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Act, as it applies to the City, and in consideration of the mutual promises and covenants herein contained and other valuable consideration the receipt and adequacy of which the Parties hereby acknowledge, the Parties agree as follows: 1. DEFINITIONS For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context of this Agreement otherwise requires, the following words and phrases shall be defined as set forth below:: 1.1 Agreement means this Development Agreement. 1.2 Applicable Rules means the rules, regulations, fees, ordinances and official policies of the City in force as of the Effective Date of this Agreement governing the use and development of real property and which, among other matters, govern the permitted uses of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, parking requirements, setbacks, development standards, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction guidelines, standards and specifications applicable to the development of the Property. Notwithstanding the language of this Section or any other language in this Agreement, all specifications, standards and policies regarding the design and construction of buildings and development projects, if any, shall be those that are in effect at the time the project plans are being processed for approval and/or under construction. 1.3 Assignment Agreement means an agreement entered into by the Developer to transfer in whole the rights and obligations of Developer under this Agreement to a third party transferee. 1.4 CEQA means the California Environmental Quality Act (Cal. Public Resources Code Sections et seq.) and the State CEQA Guidelines (Cal. Code of Regs., Title 14, Sections et seq.). 1.5 City means the City of Los Angeles, a charter city and municipal corporation. 1.6 City Agency means each and every agency, department, board, commission, authority, employee, and/or official acting under the authority of the City, including without limitation the City Council and the Planning Commission. 1.7 City Attorney means the legal counsel for the City. 1.8 City Council means the City Council of the City and the legislative body of the City pursuant to Section of the California Government Code (Development Agreement Act). 2

12 1.9 Conditions of Approval means the Conditions of Approval for the Project, including, but not limited to, any conditions associated with the Project Approvals, including, without limitation, those attached hereto as Exhibit B, Conditions of Approval Agreement. 'Days means calendar days as opposed to working days. Developer has the meaning as described in the opening paragraph of this 1.12 Development Agreement Act means Article 2.5 of Chapter 4 of Division 1 of Title 7 (Sections through ) of the California Government Code Discretionary Action means an action which requires the exercise of judgment, deliberation or a decision on the part of the City and/or any City Agency, in the process of approving or disapproving a particular activity, as distinguished from Ministerial Permits and Approvals and any other activity which merely requires the City and/or any City Agency to determine whether there has been compliance with statutes, ordinances or regulations Effective Date has the meaning set forth in Section 7.1 below. General Plan means the General Plan of the City Ministerial Permits and Approvals means the permits, approvals, plans, inspections, certificates, documents, licenses, and all other actions required to be taken by the City in order for Developer to implement, develop and construct the Project and the Mitigation Measures, including without limitation, building permits, foundation permits, public works permits, grading permits, stockpile permits, encroachment permits, and other similar permits and approvals which are required by the Los Angeles Municipal Code and project plans and other actions required by the Project Approvals to implement the Project and the Mitigation Measures. Ministerial Permits and Approvals shall not include any Discretionary Actions Mitigation Measures means the mitigation measures described in the Environmental Impact Report ( EIR ) certified on and in the Mitigation Monitoring Program for the Project which is attached hereto as Exhibit C, Mitigation Monitoring Program Parties means collectively the Developer and the City. Party means any one of the Developer or the City Planning Commission means the City Planning Commission and the planning agency of the City pursuant to Section of the California Government Code (Development Agreement Act) Planning Director means the Planning Director for the City Processing Fees means all processing fees and charges required by the City or any City Agency including, but not limited to, fees for land use applications, project permits, 3

13 building applications, building permits, grading permits, encroachment permits, tract or parcel maps, lot line adjustments, air right lots, street vacations and certificates of occupancy which are necessary to accomplish the intent and purpose of this Agreement. Expressly exempted from Processing Fees are all linkage fees or exactions which may be imposed by the City on development projects pursuant to laws enacted after the Effective Date of this Agreement, except as specifically provided for in this Agreement. Processing Fees include those linkage fees, and exactions which are in effect as of the date Vesting Tentative Tract Map No. #72622 was deemed complete pursuant to California Government Code Section 65943, the amounts of which are subject to ongoing annual increases which shall be calculated at time of payment. The amount of the Processing Fees to be applied in connection with the development of the Project shall be the amount which is in effect on a City-wide basis at the time an application for the City action is made, unless an alternative amount is established by the City in a subsequent agreement Project means construction of a mixed use campus project consisting of light industrial, corporate and creative office, residential and neighborhood serving commercial uses at the Property. The Project would specifically consist of: (1) re-use and rehabilitation of the existing light industrial/office building for the Developer s corporate headquarters, light industrial functions, new creative office tenants, and a daycare; (2) development of 660 rental housing units in four main residential buildings with extensive shared recreational and campus amenities; and (3) approximately 11,000 square feet of ancillary, campus and neighborhood serving retail and 3,000 square feet of restaurant uses with alcohol sales. The Project totals 1,110,815 total square feet of floor area and 1,491 parking spaces would be provided in on-site structures. The maximum building height of the Project is 77-feet Project Approvals means those Discretionary Actions authorizing the Project which have been approved by the City on or before the Effective Date (irrespective of their respective effective dates) including, but not limited, to: (1) a General Plan Amendment to revise the land use designation in the Chatsworth-Porter Ranch Community Plan from Industrial-Light to Industrial-Commercial; (2) zone change from MR2-1 and P-1 to CM-1 across the entire Property; (3) Vesting Tentative Tract Map No ; (4) Conditional Use Permits to authorize: (i) an on-site child care facility in the CM zone, and (ii) the sale of alcoholic beverages; (5) Site Plan Review; and (6) a Modified Parking District approval to permit shared parking between the various Project uses (Case No. CPC GPA-ZC-MPR-CU-CUB-SPR) Property has the meaning in the recitals above and as fully described in the legal description attached as Exhibit A Agreement. Property Owner has the meaning as described in the opening paragraph of the 1.27 Reserved Powers means the rights and authority excepted from this Agreement s restrictions on the City s police powers and which are instead reserved to the City. The Reserved Powers include the powers to enact regulations or take future Discretionary Actions after the Effective Date of this Agreement that may be in conflict with the Applicable Rules and Project Approvals, but: (1) are necessary to protect the public health and safety, and are generally applicable on a City-wide basis (except in the event of natural disasters as found by 4

14 the City Council such as floods, earthquakes and similar acts of God); (2) are amendments to the Los Angeles Building or Fire Codes regarding the construction, engineering and design standards for private and public improvements and which are (a) necessary to the health and safety of the residents of the City, and (b) are generally applicable on a City wide basis (except in the event of natural disasters as found by the Mayor or City Council such as floods, earthquakes, and similar acts of God); (3) are necessary to comply with state or federal laws and regulations (whether enacted previous or subsequent to the Effective Date of this Agreement) as provided in Section or; (4) constitute Processing Fees and charges imposed or required by the City to cover its actual costs in processing applications, permit requests and approvals of the Project or in monitoring compliance with permits issued or approvals granted for the performance of any conditions imposed on the Project, unless otherwise waived by the City Term means the period of time for which this Agreement shall be effective in accordance with Section 7.2 hereof Transferee means a third party that has entered into an Assignment Agreement with Developer Vesting Tentative Tract Map means Vesting Tentative Tract Map No approved by the City on and which became final on. 2. RECITALS OF PREMISES, PURPOSE AND INTENT 2.1 State Enabling Statute. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. Section of the Development Agreement Act expressly provides as follows: The Legislature finds and declares that: (a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and a commitment to comprehensive planning which would make maximum efficient utilization of resources at the least economic cost to the public. (b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic cost of development. 5

15 Notwithstanding the foregoing, to ensure that the City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, the City: (1) accepts restraints on its police powers contained in development agreements only to the extent and for the duration required to achieve the mutual objectives of the parties; and (2) to offset such restraints, seeks public benefits which go beyond those obtained by traditional City controls and conditions imposed on development project applications. 2.2 City Procedures and Actions City Planning Commission Action. The City Planning Commission held a duly noticed public hearing and recommended approval of this Agreement on July 23, 2015 by wav of Planning Commission Resolution No City Council Certification of the EIR. The City Council on conducting a duly-noticed public hearing, certified the EIR for the Project. after City Council Action. The City Council on, after conducting a duly-noticed public hearing, adopted Ordinance No., to become effective on the thirty-first day after its adoption, found that its provisions are consistent with the City s General Plan and the Los Angeles Municipal Code, and authorized the execution of this Agreement. 2.3 Purpose of this Agreement Public Benefits. This Agreement provides assurances that the Public Benefits identified below will be achieved and developed in accordance with the Applicable Rules and Project Approvals and with the terms of this Agreement and subject to the City s Reserved Powers. The Project will provide Public Benefits to the City, including without limitation: (a) Publically Accessible Private Open Space: The Project shall provide extensive open space and recreational amenities on the Property that shall be made available for use by the public as a benefit of this Agreement. Specifically, the areas identified as Public Use Areas on Exhibit D, attached to this Agreement shall be open to the public: (i) consistent with the terms and conditions of this Agreement; (ii) solely for pedestrian access to and passive use by the public; and (iii) compatible with Developer s development, use and enjoyment of the Project. No use other than pedestrian access to and passive use of the Public Use Area by the public shall be permitted on the Public Use Area. Between the hours of 10:00 p.m. and 6:00 a.m., Developer may limit or entirely restrict public access and use of the Public Use Area. (b) Public Use of Project Amphitheater: The Project shall include an approximately 20,000 square foot on-site amphitheater as depicted on the Project Plans. The Developer shall make the amphitheater available for use and programming by community organizations based in the Chatsworth area, a minimum of twice per month. The Developer shall work with the Chatsworth Neighborhood Council to identify potential community-based organizations that may be interested in utilizing the facility. 6

16 (c) Early Development of the Campus Project and Amenities: The Public Use Areas identified on Exhibit D other than the amphitheater shall be fully constructed and improved in accordance with the Project plans and Project Approvals prior to issuance of the certificate of occupancy for the second residential building constructed on the Property. The amphitheater shall be fully constructed and improved prior to issuance of the certificate of occupancy for the third residential building constructed on the Property. (d) Early Access to Transit Shuttle: The Transit Shuttle shall be operational for employee use at the issuance of the certificate of occupancy for the first residential building constructed on the Property. (e) MGA Employee Live/Work Incentive Program: To reduce vehicular trips and associated environmental impacts, Developer shall provide incentives to MGA employees to live on-site within the Project s residential buildings. Incentives shall include, but are not limited to: (i) a thirty (30) day exclusive pre-lease period targeting MGA employees, before the units are marketed to the general public and (ii) one month of free rent for MGA employees who elect to live on-site (the MGA Employee Live/Work Incentive Program ). The MGA Employee Live/Work Incentive Program shall last for the term of this Agreement. (f) Support of Local Homeless Shelter: The Developer shall make a $200,000 donation payment to the San Fernando Valley Rescue Mission ( SFVRM ), a 501(c)(3) Non-Profit organization which provides shelter and services to the area s homeless, located at 8756 Canby Avenue in Northridge, California. Payment shall be made prior to issuance of the building permit for the first residential building for the Project. (g) Support for Services for Developmentally Disabled Adults: The Developer shall make a $200,000 donation payment to New Horizons, a 501(c)(3) Non-Profit organization which provides services to local developmentally disabled adults, located at Parthenia St. in North Hills, California. A payment of $100,000 shall be made prior to the issuance of a building permit for the second residential building on the Property, and the remaining payment of $100,000 shall be made prior to the issuance of a building permit for the third residential building on the Property Developer Objectives. In accordance with the legislative findings set forth in the Development Agreement Act, and with full recognition of the City s policy of judicious restraints on its police powers, the Developer wishes to obtain reasonable assurances that the Project may be developed in accordance with the Applicable Rules and Project Approvals and with the terms of this Agreement and subject to the City s Reserved Powers. In the absence of this Agreement, Developer would have no assurance that it can complete the Project for the uses and to the density and intensity of development set forth in this Agreement and the Project Approvals. This Agreement, therefore, is necessary to assure Developer that the Project will not be: (1) reduced or otherwise modified in density, intensity or use from what is set forth in the Project Approvals; (2) subjected to new rules, regulations, ordinances or official policies or plans which are not adopted or approved pursuant to the City s Reserved Powers; or 7

17 (3) subjected to delays for reasons other than City-wide health and safety enactments related to critical situations such as, but not limited to, the lack of water availability or sewer or landfill capacity Mutual Objectives. Development of the Project in accordance with this Development Agreement will provide for the orderly development of the Property in accordance with the objectives set forth in the General Plan. Moreover, a development agreement for the Project will eliminate uncertainty in planning for and securing orderly development of the Property, assure installation of necessary improvements, assure attainment of maximum efficient resource utilization within the City at the least economic cost to its citizens and otherwise achieve the goals and purposes for which the Development Agreement Act was enacted. The Parties believe that such orderly development of the Project will provide Public Benefits, as described in Section 2.3.1, to the City through the imposition of development standards and requirements under this Agreement, including without limitation: increased tax revenues, installation of on-site and off-site improvements, creation and retention of jobs, and development of an aesthetically attractive mixed use campus Project. Additionally, although development of the Project in accordance with this Agreement will restrain the City s land use or other relevant police powers, this Agreement provides the City with sufficient reserved powers during the Term hereof to remain responsible and accountable to its residents. In exchange for these and other benefits to City, the Developer will receive assurance that the Project may be developed during the Term of this Agreement in accordance with the Applicable Rules, Project Approvals and Reserved Powers, subject to the terms and conditions of this Agreement. 2.4 Applicability of the Agreement. This Agreement does not: (1) grant height, density or intensity in excess of that otherwise established in the Applicable Rules and Project Approvals; (2) eliminate future Discretionary Actions relating to the Project if applications requiring such Discretionary Action are initiated and submitted by the owner of the Property after the Effective Date of this Agreement; (3) guarantee that Developer will receive any profits from the Project; (4) prohibit the Project s participation in any benefit assessment district that is generally applicable to surrounding properties; (5) amend the City s General Plan, or (6) amend the City of Los Angeles Zoning Ordinance. This Agreement has a fixed Term. Furthermore, in any subsequent actions applicable to the Property, the City may apply such new rules, regulations and official policies as are contained in its Reserved Powers. 3. AGREEMENT AND ASSURANCES 3.1 Agreement and Assurances on the Part of Developer. In consideration for the City entering into this Agreement, and as an inducement for the City to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the promises, purposes and intentions set forth in Section 2.3 of this Agreement, Developer hereby agrees as follows: Project Development. Developer agrees that it will use commercially reasonable efforts, in accordance with its own business judgment and taking into account market conditions and economic considerations, to undertake development of the Project in accordance with the terms and conditions of this Agreement, including the Applicable Rules and the Project Approvals. 8

18 Timing of Development. The parties acknowledge that Developer cannot at this time predict when or at what rate the Property would be developed. Such decisions depend upon numerous factors which are not all within the control of Developer, such as market orientation and demand, availability of financing, interest rates and competition. Developer may therefore construct the Project in either a single phase or multiple phases (lasting any duration of time) within the Term of this Agreement. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties therein to provide for the timing of development permitted a later adopted initiative restricting the timing of development and controlling the Parties agreement, Developer and the City do hereby acknowledge that Developer has the right to develop the Project in an order and at a rate and times as Developer deems appropriate within the exercise of its sole and subjective business judgment. The City acknowledges that this right is consistent with the intent, purpose and understanding of the Parties to this Agreement. 3.2 Agreement and Assurances on the Part of the City. In consideration for Developer entering into this Agreement, and as an inducement for Developer to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the promises, purposes and intentions set forth in Section 2.3 of this Agreement, the City hereby agrees as follows: Entitlement to Develop. Developer has the vested right to develop the Project subject to the terms and conditions of this Agreement, the Applicable Rules, Project Approvals and the Reserved Powers. Developer s vested rights under this Agreement shall include, without limitation, the right to remodel, renovate, rehabilitate, rebuild or replace the Project or any portion thereof throughout the applicable Term for any reason, including, without limitation, in the event of damage, destruction or obsolescence of the Project or any portion thereof, subject to the Applicable Rules, Project Approvals and Reserved Powers. To the extent that all or any portion of the Project is remodeled, renovated, rehabilitated, rebuilt or replaced, Developer may locate that portion of the Project at any other location of the Property, subject to the requirements of the Project Approvals, the Applicable Rules, and the Reserved Powers Consistency in Applicable Rules. Based upon all information made available to the City up to or concurrently with the execution of this Agreement, the City finds and certifies that no Applicable Rules prohibit, prevent or encumber the full completion and occupancy of the Project in accordance with the uses, intensities, densities, designs and heights, permitted demolition, and other development entitlements incorporated and agreed to herein and in the Project Approvals Changes in Applicable Rules Non-application of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in any applicable general plan, zoning or building regulation, adopted or becoming effective after the Effective Date of this Agreement, including, without limitation, any such change by means of ordinance including but not limited to adoption of a specific plan or overlay zone, City Charter amendment, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City, the Mayor, City Council, Planning 9

19 Commission, any City Agency, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict in any way with the Applicable Rules, Project Approvals, or this Agreement, shall not be applied to the Project unless such changes represent an exercise of the City s Reserved Powers, or are otherwise agreed to in this Agreement. Notwithstanding the foregoing, Developer may, in its sole discretion, give the City written notice of its election to have any subsequent change in the Applicable Rules applied to some portion or all of the Property as it may own, in which case such subsequent changes in the Applicable Rules shall be deemed to be contained within the Applicable Rules insofar as that portion of the Property is concerned. In the event of any conflict or inconsistency between this Agreement and the Applicable Rules, the provisions of this Agreement shall control Changes in Building and Fire Codes. Notwithstanding any provision of this Agreement to the contrary, development of the Project shall be subject to changes which may occur from time to time in the California Building Code and other uniform construction codes. In addition, development of the Project shall be subject to any changes occurring from time to time in the Los Angeles Municipal Code regarding the construction, engineering and design standards for both public and private improvements provided that these changes are: (1) necessary to the health and safety of the residents of the City; and (2) are generally applicable on a Citywide basis (except in the event of natural disasters as found by the Mayor or City Council, such as floods, earthquakes and similar disasters) Changes Mandated by Federal or State Law. This Agreement shall not preclude the application to the Project of changes in, or additions to, the Applicable Rules, including rules, regulations, ordinances and official policies, to the extent that such changes or additions are mandated to be applied to developments such as this Project by state or federal regulations, pursuant to the Reserved Powers. In the event state or federal laws or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations Subsequent Development Review. The City shall not require Developer to obtain any approvals or permits for the development of the Project in accordance with this Agreement other than those permits or approvals which are required by the Reserved Powers and/or the Project Approvals. Any subsequent Discretionary Action initiated by Developer which substantially changes the entitlements allowed under the Project Approvals, shall be subject to rules, regulations, ordinances and official policies of the City then in effect. A substantial change to the entitlements allowed under the Project Approvals that would require subsequent Discretionary Action(s) include: (a) a net increase in the amount of Project square footage, building heights and/or expansion of building footprints; and/or (b) a reduction in the number of automobile parking spaces identified in the Project Approvals (collectively referred to as Substantial Project Changes ). The parties agree that this Agreement does not modify, alter or change the City s obligations pursuant to CEQA and acknowledge that future Discretionary Actions may require additional environmental review pursuant to CEQA. In the event that additional environmental review is required by CEQA, the City agrees to utilize tiered environmental documents to the fullest extent permitted by law, as determined by the City, and as provided in California Public Resources Code Sections and

20 3.2.5 Administrative Changes and Modifications. The Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the Parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement and Project Approvals. If and when the Parties find that Substantially Conforming Changes, as herein defined, are necessary or appropriate, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative modifications approved by the Parties. As used herein, Substantially Conforming Changes are changes, modifications or adjustments that are substantially consistent with the Project Approvals, and do not constitute Substantial Project Changes as defined in Section of this Agreement. Such Substantially Conforming Changes would not be considered Discretionary Actions, and would therefore not require a public hearing Effective Development Standards. The City agrees that it is bound to permit the uses, intensity of use and density on this Property which are permitted by this Agreement and the Project Approvals, insofar as this Agreement and the Project Approvals so provide or as otherwise set forth in the Applicable Rules or the Reserved Powers. In the event of any inconsistency between this Agreement and the Applicable Rules, this Agreement shall control Interim Use. The City agrees that Developer may use the Property during the term of this Agreement for any use which is otherwise permitted by the applicable zoning regulations and the General Plan in effect at the time of the interim use and for a use which does not require a new or additional Discretionary Action from the City, except as expressly provided in this Development Agreement, or pursuant to any approvals, permits, other agreements between the City and Developer, or other entitlements previously granted and in effect as of the Effective Date. Developer shall seek the City s approval of any interim use requiring Discretionary Action Moratoria or Interim Control Ordinances. In the event an ordinance, resolution, policy, or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates directly or indirectly to the Project or to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property, City agrees that such ordinance, resolution or other measure shall not apply to the Property or this Agreement, unless such changes: (1) are found by the City to be necessary to the public health and safety of the residents of the City, (2) are generally applicable on a Citywide basis except in the event of natural disasters as found by the Mayor or the City Council, such as floods, earthquakes and similar disasters and (3) are necessary to comply with state or federal laws and regulations (whether enacted previous or subsequent to the Effective Date of this Agreement) as provided in Section Time Period of Vesting Tentative Tract Map and Project Approvals. The City acknowledges that the construction of the Project may be subject to unavoidable delays due to the factors outside the Developer s control. Pursuant to California Government Code Sections (a), and any other applicable provision of the Subdivision Map Act, the City agrees that the duration of the Vesting Tentative Tract Map and any new tract map or subdivision approval which is consistent with the Project Approvals, shall automatically be extended for the 11

21 Term of this Agreement. The City further agrees that the duration of the Project Approvals shall automatically be extended for the Term of this Agreement Processing Fees. Developer shall pay all Processing Fees for Ministerial Permits and Approvals in the amount in effect when such Ministerial Permit and Approvals are sought Timeframes and Staffing for Processing and Review. The City agrees that expeditious processing of Ministerial Permits and Approvals and Discretionary Actions, if any, and any other approvals or actions required for the Project are critical to the implementation of the Project. In recognition of the importance of timely processing and review of Ministerial Permits and Approvals, the City agrees to work with Developer to establish timeframes for processing and reviewing such Ministerial Permits and Approvals and to comply with timeframes established in the Project Approvals. The City agrees to expedite all Ministerial Permits and Approvals and Discretionary Actions requested by Developer to the extent practicable, if any. Developer agrees to pay any applicable fee for expedited review and processing time Other Governmental Approvals. Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with the provisions of this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with Developer in its endeavors to obtain such permits and approvals. Each Party shall take all reasonable actions, and execute, with acknowledgment or affidavit, if required, any and all documents and writings that may be reasonably necessary or proper to achieve the purposes and objectives of this Agreement. 4. ANNUAL REVIEW 4.1 Annual Review. During the Term of this Agreement, the City shall review annually Developer s good faith compliance with this Agreement by Developer and/or any Transferee. This periodic review shall be limited in scope to good faith compliance with the provisions of this Agreement as provided in the Development Agreement Act and Property Owner, and/or any Transferee shall have the burden of demonstrating such good faith compliance relating solely to such parties portion of the Property and any development located thereon. The Annual Review shall be in the form of an Annual Report prepared and submitted by the Planning Director. The Report shall include: the number, type and square footage of and the status of the Project; the total number of parking spaces developed; provisions for open space; status of activities relating to streetscape improvements; summary of performance of Property Owner s obligations. 4.2 Pre-Determination Procedure. Submission by Developer, and/or Transferee, of evidence of compliance with this Agreement, in a form which the Planning Director may reasonably establish, shall be made in writing and transmitted to the Planning Director not later than thirty (30) days prior to the yearly anniversary of the Effective Date. If the public has comments regarding compliance, such comments must be submitted to the Planning Director at least thirty (30) days prior to the yearly anniversary of the Effective Date. All such public 12

22 comments and final staff reports shall, upon receipt by the City, be made available as soon as possible to Developer and/or any Transferees Special Review. The City may order a special review of compliance with this Agreement upon reasonable evidence of material non-compliance with the terms of this Agreement. 4.3 Planning Director s Determination. On or before the yearly anniversary of the Effective Date of the Agreement, the Planning Director shall make a determination regarding whether or not Developer has complied in good faith with the provisions and conditions of this Agreement. This determination shall be made in writing with reasonable specificity, and a copy of the determination shall be provided to Developer or Transferee in the manner prescribed in Section Appeal by Developer. In the event the Planning Director makes a finding and determination of non-compliance, Developer, and/or any Transferee as the case may be, shall be entitled to appeal that determination to the Planning Commission within twenty five days from the Planning Director s decision. After a public hearing on the appeal, the Planning Commission within twenty five days shall make written findings and determinations, on the basis of substantial evidence, whether or not Developer, and/or any Transferee as the case may be, has complied in good faith with the provisions and conditions of this Agreement. A finding and determination of compliance by the Planning Commission shall be final and effective. Nothing in this Agreement shall be construed as modifying or abrogating the Los Angeles City Charter. 4.5 Period to Cure Non-Compliance. If, as a result of this Annual Review procedure, it is found and determined by the Planning Director or the Planning Commission on appeal, that Developer and/or any Transferee, as the case may be, has not complied in good faith with the provisions and conditions of this Agreement, the City, after denial of any appeal or, where no appeal is taken, after the expiration of the appeal period described in Section 4.4, shall submit to Developer, by registered or certified mail, return receipt requested, a written notice of non-compliance in the manner prescribed in Section 7.11, stating with specificity those obligations of Developer which have not been performed. Upon receipt of the notice of noncompliance, Developer and/or any Transferee, as the case may be, shall promptly commence to cure the identified items of non-compliance at the earliest reasonable time after receipt of the notice of non-compliance and shall complete the cure of such items of non-compliance not later than sixty (60) days after receipt of the notice of non-compliance, or such longer period as is reasonably necessary to remedy such items of non-compliance, by mutual consent of the City and Developer provided that Developer shall continuously and diligently pursue the remedy at all times until the item of non-compliance is cured. 4.6 Failure to Cure Non-Compliance Procedure. If the Planning Director finds and determines that Developer or a Transferee has not cured an item of non-compliance pursuant to this Section, and that the City intends to terminate or modify this Agreement or those transferred or assigned rights and obligations, as the case may be, the Planning Director shall make a report to the Planning Commission. The Planning Director shall then set a date for a public hearing before the Planning Commission in accordance with the notice and hearing requirements of Government Code Sections and If after such public hearing, the Planning 13

23 Commission finds and determines, on the basis of substantial evidence, that (i) Developer, or its Transferee has not cured a default pursuant to this Section, and (ii) that the City may terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, the finding and determination shall be appealable to the City Council in accordance with Section 7.3 hereof. In the event of a finding and determination of compliance, there shall be no appeal by any person or entity. Nothing in this Section or this Agreement shall be construed as modifying or abrogating the Los Angeles City Charter. 4.7 Termination or Modification of Agreement. The City may terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, after a finding or determination of noncompliance by the City Council or, where no appeal is taken, after the expiration of the appeal periods described in Section 7.3. There shall be no modifications of this Agreement unless the City Council acts pursuant to Government Code Sections and 65868, irrespective of whether an appeal is taken as provided in Section Reimbursement of Costs. Developer shall reimburse the City for its actual costs, reasonably and necessarily incurred, to accomplish the required annual review. 4.9 City s Rights and Remedies Against Developer. The City s rights in Section 4 of this Agreement relating to compliance with this Agreement by Developer shall be limited to only those rights and obligations assumed by Developer under this Agreement and as expressly set forth in the applicable Assignment Agreement authorized by Section 7.7 of this Agreement. 5. DEFAULT PROVISIONS 5.1 Default by Developer Default. In the event Developer or a Transferee of any portion of the Property fails to perform its obligations under this Agreement applicable to its portion of the Property as specified in the applicable Assignment Agreement, in a timely manner and in compliance pursuant to Section 4 of this Agreement, the City shall have all rights and remedies provided for in this Agreement, including without limitation, modifying or terminating this Agreement, shall relate exclusively to the defaulting Party and such defaulting Party s portion of the Property, provided that the City has first complied with all applicable notice and opportunity to cure provisions in Section and given notice as provided in Section 7.11 hereof, and provided further that Developer may appeal such declaration in the manner provided in, and subject to all terms and provisions of, Sections 4.4 and 4.5. In no event shall a default by a Developer or a Transferee of any portion of the Property constitute a default by any nondefaulting Developer or a Transferee with respect to such non-defaulting parties obligations hereunder nor affect such non-defaulting parties rights hereunder, or respective portion of the Property Notice of Default. The City through the Planning Director shall submit to Developer or Transferee, as applicable, by registered or certified mail, return receipt requested, a written notice of default in the manner prescribed in Section 7.11, identifying with specificity those obligations of Developer or Transferee, as applicable, which have not been 14

24 performed. Upon receipt of the notice of default, Developer or Transferee shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of the default(s) not later than sixty (60) days after receipt of the notice of default, or a longer period as is reasonably necessary to remedy the default(s), provided that Developer or Transferee, as applicable, shall continuously and diligently pursue the remedy at all times until the default(s) is cured. In the case of a dispute as to whether Developer has cured the default, the Parties shall submit the matter to dispute resolution pursuant to Section 7.5 of this Agreement Failure to Cure Default Procedures. If after the cure period has elapsed (Section 4.5), the Planning Director finds and determines that Developer, or its Transferees, successors, and/or assignees, as the case may be, remains in default and that the City intends to terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, the Planning Director shall make a report to the Planning Commission and then set a public hearing before the Commission in accordance with the notice and hearing requirements of Government Code Sections and If after public hearing, the Planning Commission finds and determines, on the basis of substantial evidence, that Developer, or its Transferees, successors, and/or assigns, remains in default and that the City intends to terminate or modify this Agreement, or those transferred or assigned right and obligations, as the case may be, the Developer and its Transferees, successors, and/or assigns, shall be entitled to appeal that finding and determination to the City Council in accordance with Section 7.3. In the event of a finding and determination that all defaults are cured, there shall be no appeal by any person or entity. Nothing in this Section or this Agreement shall be construed as modifying or abrogating the Los Angeles City Charter Termination or Modification of Agreement. The City may terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, relating solely to the defaulting Developer or Transferee and such defaulting party s portion of the Property after such final determination of the City Council or, where no appeal is taken after the expiration of the appeal periods described in Section 7.3 relating to the defaulting party s rights and obligations. There shall be no termination or modification of this Agreement unless the City Council acts pursuant to Section Default by the City Default. In the event the City defaults under the provisions of this Agreement, Developer and Transferee shall have all rights and remedies provided herein or by applicable law, which shall include compelling the specific performance of the City s obligations under this Agreement provided that Developer or Transferee, as the case may be, has first complied with the procedures in Section No part of this Agreement shall be deemed to abrogate or limit any immunities or defenses the City may otherwise have with respect to claims for monetary damages Notice of Default. Developer or Transferee, as the case may be, shall first submit to the City a written notice of default stating with specificity those obligations which have not been performed. Upon receipt of the notice of default, the City shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the 15

25 notice of default and shall complete the cure of such default(s) not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the City shall continuously and diligently pursue the remedy at all times until such default(s) is cured. In the case of a dispute as to whether the City has cured the default, the Parties shall submit the matter to dispute resolution pursuant to Section 7.5 of this Agreement. 5.3 No Monetary Damages. It is acknowledged by the Parties that the City would not have entered into this Agreement if it were liable in monetary damages under or with respect to this Agreement or the application thereof. The Parties agree and recognize that, as a practical matter, it may not be possible to determine an amount of monetary damages which would adequately compensate Developer for its investment of time and financial resources in planning to arrive at the kind, location, intensity of use, and improvements for the Project, nor to calculate the consideration the City would require to enter into this Agreement to justify the exposure. Therefore, the Parties agree that each of the Parties may pursue any remedy at law or equity available for any breach of any provision of this Agreement, except that the Parties shall not be liable in monetary damages and the Parties covenant not to sue for or claim any monetary damages for the breach of any provision of this Agreement. 6. MORTGAGEE RIGHTS 6.1 Encumbrances on the Property. The Parties hereto agree that this Agreement shall not prevent or limit the Developer, from encumbering the Property or any estate or interest therein, portion thereof, or any improvement thereon, in any manner whatsoever by one or more mortgages, deeds of trust, sale and leaseback, or other form of secured financing ( Mortgage ) with respect to the construction, development, use or operation of the Project and parts thereof. The Planning Department acknowledges that the lender(s) providing such Mortgages may require certain Agreement interpretations and modifications and agrees, upon request, from time to time, to meet with the Developer and representatives of such lender(s) to negotiate in good faith any such request for interpretation or modification. The Planning Department will not unreasonably withhold, delay or condition its consent to any such requested interpretation or modification, provided such interpretation or modification is consistent with the intent and purposes of this Agreement. 6.2 Mortgagee Protection. To the extent legally permissible, this Agreement shall be superior and senior to any lien placed upon the Property, or any portion thereof, including the lien of any Mortgage. Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. Any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by the holder of a Mortgage (a Mortgagee ), pursuant to foreclosure, trustee s sale, deed in lieu of foreclosure, lease or sublease termination or otherwise, shall be subject to all of the terms and conditions of this Agreement except that any such Mortgagee, including its affiliate, who takes title to the Property or any portion thereof shall be entitled to the benefits arising under this Agreement. 6.3 Mortgagee Not Obligated. Notwithstanding the provisions of this Section 6, Mortgagee will not have any obligation or duty pursuant to the terms set forth in this Agreement 16

26 to perform the obligations of the Developer or other affirmative covenants of the Developer hereunder, or to guarantee such performance, except that the Mortgagee and its successor shall have no vested right to develop the Project without fully complying with the terms of this Agreement and executing and delivering to the City, in a form and with terms reasonably acceptable to the City, an assumption agreement of Developer s obligations hereunder. 6.4 Request for Notice to Mortgage. The Mortgagee of any Mortgage or deed of trust encumbering the Property, or any part or interest thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices shall be entitled to receive written notification from the City of any notice of non-compliance by Developer in the performance of Developer s obligations under this Agreement. 6.5 Mortgagee s Time to Cure. If the City timely receives a written request from a Mortgagee requesting a copy of any notice of non-compliance given to Developer under the terms of this Agreement, the City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of non-compliance to Developer. The Mortgagee shall have the right, but not the obligation, to cure the non-compliance for a period of sixty (60) days after the Mortgagee receives written notice of non-compliance, or any longer period as is reasonably necessary, not to exceed 120 days, to remedy such items of non-compliance, by mutual consent of the City and the Mortgagee provided that Mortgagee shall continuously and diligently pursue the remedy at all times until the item of non-compliance is cured. 6.6 Disaffirmation. If this Agreement is terminated as to any portion of the Property by reason of (i) any default or (ii) as a result of a bankruptcy proceeding, or if this Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property, the City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a new development agreement for the Project as to such portion of the Property with the most senior Mortgagee requesting such new agreement. This Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section. 7. GENERAL PROVISIONS 7.1 Effective Date. This Agreement shall be effective, and the obligations of the Parties hereunder shall be effective on, 2015, which is the date that the Agreement is executed by the Parties. 7.2 Term. The Term of this Agreement shall commence on the Effective Date and shall extend for a period of fifteen (15) years after the Effective Date, unless said Term is otherwise terminated, modified or extended by circumstances set forth in this Agreement or by mutual consent of the Parties hereto. Following the expiration of this Term, this Agreement shall terminate and be of no further force and effect; provided, however, that this termination shall not affect any right or duty arising from entitlements or approvals, including the Project Approvals on the Property, approved concurrently with, or subsequent to, the Effective Date of this Agreement. The Term of this Agreement shall automatically be extended for the period of time of any actual delay resulting from any enactments pursuant to the Reserved Powers or moratoria, or from legal actions or appeals which enjoin performance under this Agreement or act to stay performance under this Agreement (other than bankruptcy or similar procedures), or from any 17

27 actions pursuant to Section 7.5 (Dispute Resolution), or from any litigation related to the Project or Project Approvals, this Agreement or the Property. 7.3 Appeals to City Council. Where an appeal by Developer or its Transferees, as the case may be, to the City Council from a finding and/or determination of the Planning Commission is created by this Agreement, such appeal shall be taken, if at all, within fourteen (14) days after the mailing of such finding and/or determination to Developer, or its successors, transferees, and/or assignees, as the case may be. The City Council shall act upon the finding and/or determination of the Planning Commission within eighty (80) days after such mailing, or within such additional period as may be agreed upon by the Developer or its Transferees, as the case may be, and the City Council. The failure of the City Council to act shall not be deemed to be a denial or approval of the appeal, which shall remain pending until final City Council action. 7.4 Enforced Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, whenever a period of time, including a reasonable period of time, is designated within which either Party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days during which such Party is actually prevented from, or is unreasonably interfered with, the doing or completion of such act, matter or thing because of causes beyond the reasonable control of the Party to be excused, including: war; insurrection; riots; floods; earthquakes; fires; casualties; acts of God; litigation and administrative proceedings against the Project (not including any administrative proceedings contemplated by this Agreement in the normal course of affairs (such as the Annual Review)); any approval required by the City (not including any period of time normally expected for the processing of such approvals in the ordinary course of affairs); restrictions imposed or mandated by other governmental entities; enactment of conflicting state or federal laws or regulations; judicial decisions; the exercise of the City s Reserved Powers; or similar bases for excused performance which are not within the reasonable control of the party to be excused (financial inability excepted). This Section shall not be applicable to any proceedings with respect to bankruptcy or receivership initiated by or on behalf of Developer or, if not dismissed within ninety (90) days, by any third parties against Developer. If written notice of such delay is given to either party within thirty (30) days of the commencement of such delay, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon. 7.5 Dispute Resolution Dispute Resolution Proceedings. The parties may agree to dispute resolution proceedings to fairly and expeditiously resolve disputes or questions of interpretation under this Agreement. These dispute resolution proceedings may include: (a) procedures developed by the City for expeditious interpretation of questions arising under development agreements; or (b) any other manner of dispute resolution which is mutually agreed upon by the parties Arbitration. Any dispute between the parties that is to be resolved by arbitration shall be settled and decided by arbitration conducted by an arbitrator who must be a former judge of the Los Angeles County Superior Court or Appellate Justice of the Second 18

28 District Court of Appeals or the California Supreme Court. This arbitrator shall be selected by mutual agreement of the parties Arbitration Procedures. Upon appointment of the arbitrator, the matter shall be set for arbitration at a time not less than thirty (30) nor more than ninety (90) days from the effective date of the appointment of the arbitrator. The arbitration shall be conducted under the procedures set forth in Code of Civil Procedure Section 638, et seq., or under such other procedures as are agreeable to both parties, except that provisions of the California Code of Civil Procedure pertaining to discovery and the provisions of the California Evidence Code shall be applicable to such proceeding Extension of Term. The Term of this Agreement as set forth in Section 7.2 shall automatically be extended for the period of time in which the parties are engaged in dispute resolution to the degree that such extension of the Term is reasonably required because activities which would have been completed prior to the expiration of the Term are delayed beyond the scheduled expiration of the Term as the result of such dispute resolution Legal Action. Either Party may, in addition to any other rights or remedies, institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation, or enforce by specific performance the obligations and rights of the Parties hereto. Notwithstanding the above, the City s right to seek specific performance shall be specifically limited to compelling Developer to complete, demolish or make safe any particular improvement(s) on public lands which is required as a Mitigation Measure or Condition of Approval. Developer shall have no liability (other than the potential termination of this Agreement) if the contemplated development fails to occur Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, and the venue for any legal actions brought by any party with respect to this Agreement shall be the County of Los Angeles, State of California for state actions and the Central District of California for any federal actions. 7.6 Amendments. This Agreement may be amended from time to time by mutual consent in writing of the parties to this Agreement in accordance with Government Code Section 65868, and any Transferee of the Property or any portion thereof. Any amendment to this Agreement which relates to the Term, permitted uses, substantial increase in the density or intensity of use, and is not considered a Substantially Conforming Change (as defined in Section of this Agreement), shall require notice and public hearing before the parties may execute an amendment thereto. The City hereby agrees to grant priority processing status to any Developer initiated request(s) to amend this Agreement. The City will use all reasonable and good faith efforts to schedule any noticed public hearings required to amend this Agreement before the Planning Commission and/or City Council as soon as practicable. Developer, or a Transferee as applicable, shall reimburse the City for its actual costs, reasonably and necessarily incurred, to review any amendments requested by Developer or a Transferee, including the cost of any public hearings. 7.7 Assignment. The Property, as well as the rights and obligations of Developer under this Agreement, may be transferred or assigned in whole by Developer to a Transferee 19

29 solely with the consent of the City, subject to the conditions set forth below in Sections and Upon such assignment the assignor shall be released from the obligations so assigned Conditions of Assignment. No such assignment shall be valid until and unless the following occur: Written Notice of Assignment Required. Developer, or any successor transferor, gives prior written notice to the City of its intention to assign or transfer any of its interests, rights or obligations under this Agreement and a complete disclosure of the identity of the assignee or Transferee, including copies of the Articles of incorporation in the case of corporations and the names of individual partners in the case of partnerships. Any failure by Developer or any successor transferor to provide the notice shall be curable in accordance with the provisions in Section Automatic Assumption of Obligations. Unless otherwise stated elsewhere in this Agreement to the contrary, a Transferee of Property or any portion thereof expressly and unconditionally assumes all of the rights and obligations of this Agreement transferred or assigned by Property Owner and which are expressly set forth in the applicable Assignment Agreement Liability Upon Assignment. Each Transferee of any portion of the Property shall be solely and only liable for performance of such Transferee s obligations applicable to its portion of the Property under this Agreement as specified in the applicable Assignment Agreement. Upon the assignment or transfer of any portion of the Property together with any obligations assignable under this Agreement, the Transferee shall become solely and only liable for the performance of those assigned or transferred obligations so assumed and shall have the rights of a Developer under this Agreement; which such rights and obligations shall be set forth specifically in the Assignment Agreement, executed by the transferring Developer, and the Transferee, as of the date of such transfer, assignment or conveyance of the applicable portion of the Property. The failure of a Transferee of any portion of the Property to perform such Developer s obligations set forth in the applicable Assignment Agreement may result, at the City s option, in a declaration that this Agreement has been breached and the City may, but shall not be obligated to, exercise its rights and remedies under this Agreement solely as it relates to the defaulting Transferee s portion of the Property as provided for in Section 5.1 hereof, subject to such defaulting Transferee s right to notice and opportunity to cure the default in accordance with provisions of Section 5.1 hereof. Any partial termination of this Agreement as it relates to that Transferee s holding is severable from the entire Agreement, and shall not affect the remaining entirety of the Agreement Release of Property Owner. With respect to a transfer and assignment of Developer s interest in the Property and the related rights and obligations hereunder, upon the effective date of any such transfer and assignment, as evidenced by the execution of an Assignment Agreement pursuant to this Section between Developer and the Transferee and delivery of such Assignment Agreement to the City, Developer shall automatically be released from any further obligations to the City under this Agreement with respect to the Property so transferred. 20

30 7.7.4 Release of Property Transferee. A Transferee shall not be liable for any obligations to the City under this Agreement relating to any portion of the Property other than that portion transferred to such Transferee, and no default by a Developer under this Agreement with respect to such other portions of the Property shall be deemed a default by such Transferee with respect to the portion of the Property transferred to such Transferee. 7.8 Covenants. The provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property for the benefit thereof, subject to any Assignment Agreement (if applicable) and the burdens and benefits hereof shall bind and inure to the benefit of the Parties hereto and all successors and assigns of the Parties, including any Transferee of Developer. 7.9 Cooperation and Implementation Processing. Upon satisfactory completion by Developer of all required preliminary actions and payment of appropriate Processing Fees, including the fee for processing this Agreement, the Planning Department shall commence and process all required steps necessary for the implementation of this Agreement and development of the Property in accordance with State law and the terms of this Agreement. Developer shall, in a timely manner, provide the Planning Department with all documents, plans, fees and other information necessary for the Planning Department to carry out its processing obligations pursuant to this Agreement Other Governmental Permits. Developer shall apply in a timely manner for such other permits and approvals as may be required from other governmental or quasigovernmental agencies having jurisdiction over the Project as may be required for the development of, or provision of services to the Project. The City shall cooperate with Developer in its endeavors to obtain such permits and approvals. Any fees, assessments, or other amounts payable by the City thereunder shall be borne by Developer or Transferee, as the case may be, except where Developer or Transferee, as the case may be, has notified the City in writing, prior to the City entering into an agreement, that it does not desire for the City to execute an agreement Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties hereby agree to affirmatively cooperate in defending said action. Developer and the City agree to cooperate in any legal action seeking specific performance, declaratory relief or injunctive relief, to set court dates at the earliest practicable date(s) and not to cause delay in the prosecution/defense of the action, provided such cooperation shall not require any Party to waive any rights Relationship of the Parties. It is understood and agreed by the parties hereto that the contractual relationship created between the parties hereunder is that Developer is an independent contractor and not an agent of the City. Further, the City and Developer hereby renounce the existence of any form of agency, joint venture or partnership between them and agree that nothing herein or in any document executed in connection herewith shall be construed as making the City and Developer agents of one another or as joint venturers or partners. 21

31 7.9.5 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the terms of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by City and Developer, 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 City and the Developer. Operating memoranda are not intended to and cannot constitute an amendment to this Agreement or allow a subsequent Discretionary Action to the Project but are mere ministerial clarifications, therefore public notices and hearings shall not be required. The City Attorney shall be authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 7.6 above. The authority to enter into such operating memoranda is hereby delegated to the City Planning Director (or his or her designee) who is hereby authorized to execute any operating memoranda hereunder without further City action Certificate of Performance. Upon the completion of the Project, or upon performance of this Agreement or its earlier revocation and termination, the City shall provide the Developer, upon the Developer's request, with a statement ( Certificate of Performance ) evidencing said completion or revocation and the release of the Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance shall be signed by the appropriate agents of the Developer and the City and shall be recorded 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 Indemnification Obligation to Defend, Indemnify, and Hold Harmless. Developer hereby agrees to defend, indemnify, and hold harmless the City and its agents, officers, and employees, from any claim, action, or proceeding ( Proceeding ) against the City or its agents, officers, or employees (i) to set aside, void, or annul, all or any part of the Development Agreement or any Project Approval, or (ii) for any damages, personal injury or death which may arise, directly or indirectly, from such Developer or such Developer s contractors, subcontractors, agents, or employees operations in connection with the construction of the Project, whether operations be by such Developer or any of such Developer s contractors, subcontractors, by anyone or more persons directly or indirectly employed by, or acting as agent for such Developer or any of such Developer s contractors or subcontractors. In the event that the City, upon being served with a lawsuit or other legal process to set aside, void or annul all or part of any Project Approval, fails to promptly notify Developer in writing of the Proceeding, or fails to cooperate fully in the defense of the Proceeding, Developer shall thereafter be relieved of the obligations imposed in this Section However, if Developer has actual written notice of the Proceeding, it shall not be relieved of the obligations imposed hereunder, notwithstanding the failure of the City to provide prompt written notice of the Proceeding. The City shall be considered to have failed to give prompt written notification of a Proceeding if the City, after 22

32 being served with a lawsuit or other legal process challenging the Approvals, unreasonably delays in providing written notice thereof to the Developer. As used herein, unreasonably delays shall mean any delay that materially adversely impacts Developer s ability to defend the Proceeding. The obligations imposed in this Section 7.10 shall apply notwithstanding any allegation or determination in the Proceedings that the City acted contrary to applicable laws. Nothing in this Section shall be construed to mean that Developer shall hold the City harmless and/or defend it from any claims arising from, or alleged to arise from, its intentional misconduct or gross negligence in the performance of this Agreement Defending The Project Approvals. The Developer shall have the obligation to timely retain legal counsel to defend against any proceeding to set aside, void, or annul, all or any part of any Project Approval including without limitation a lawsuit to challenge the approval of the Project or this Agreement in violation of CEQA. The City shall have the right if it so chooses, to defend the Proceeding utilizing in-house legal staff, in which case the Developer shall be liable for all reasonable legal costs and fees reasonably incurred by the City, including charges for staff time charged. In the event of a conflict of interest which prevents the Developer s legal counsel from representing the City, and in the event the City does not have the in-house legal resources to defend against the Proceeding, the City shall also have the right to retain outside legal counsel provided that retaining outside legal counsel causes no delays, in which case the Developer shall be liable for all legal costs and fees reasonably incurred by the City. Provided that the Developer is not in breach of the terms of this Section, the City shall not enter into any settlement of the Proceeding which involves modification to any Project Approval or otherwise results in the Developer incurring liabilities or other obligations, without the consent of the Developer Breach of Obligations. Actions constituting a breach of the obligations imposed in this Section 7.10 shall include, but not be limited to: (i) the failure to timely retain qualified legal counsel to defend against the Proceedings; (ii) the failure to promptly pay the City for any attorneys fees or other legal costs for which the City is liable pursuant to a judgment or settlement agreement in the Proceeding seeking to set aside, void or annul all or part of any Project Approval; or (iii) the breach of any other obligation imposed in this Section 7.10, in each case after written notice from the City and a reasonable period of time in which to cure the breach, not to exceed thirty-days. For purposes of this Section 7.10, Developer shall be considered to have failed to timely retain qualified legal counsel if such counsel is not retained within thirty (30) days following the City s provision of the notice of Proceedings to Developer required hereunder. In the event that Developer breaches the obligations imposed in this Section 7.10, the City shall have no obligation to defend against the Proceedings, and by not defending against the Proceedings, the City shall not be considered to have waived any rights in this Section Cooperation. The City shall cooperate with Developer in the defense of the Proceeding, provided, however, that such obligation of the City to cooperate in its defense shall not require the City to (i) assert a position in its defense of the Proceeding which it has determined, in its sole discretion, has no substantial merit; (ii) advocate in its defense of the Proceeding legal theories which it has determined, in its sole discretion, lack substantial merit; or (iii) advocate in its defense of the Proceeding legal theories which it has determined, in its sole discretion, are contrary to its best interests, or to public policy. Nothing contained in this Section 23

33 shall require Developer to refrain from asserting in its defense of the Proceeding positions or legal theories that do not satisfy the foregoing requirements Contractual Obligation. Developer acknowledges and agrees that the obligations imposed in this Section 7.10 are contractual in nature, and that the breach of any such obligation may subject Developer to a breach of contract claim by the City Waiver of Right to Challenge. Developer hereby waives the right to challenge the validity of the obligations imposed in this Section Survival. The obligations imposed in this Section 7.10 shall survive any judicial decision invalidating the Project Approvals Preparation of Administrative Record. Developer and the City acknowledge that upon the commencement of legal Proceedings, the administrative record of proceedings relating to the Project Approvals must be prepared. Those documents must also be certified as complete and accurate by the City. Developer, as part of its defense obligation imposed in this Section 7.10, shall prepare at its sole cost and expense the record of proceedings in a manner which complies with all applicable laws; in accordance with reasonable procedures established by the City; and subject to the City s obligation to certify the administrative record of proceedings and the City s right to oversee the preparation of such administrative record. Developer agrees that its failure to prepare the administrative record as set forth herein, and in compliance with all time deadlines imposed by law, shall constitute a breach of its obligation to defend the City. In the event that Developer fails to prepare the administrative record, the City may do so, in which event the City shall be entitled to be reimbursed by Developer for all reasonable costs associated with preparation of the administrative record, including reasonable charges for staff time Deposit. Following the filing of a lawsuit, or other legal process seeking to set aside, void or annul all or part of this Development Agreement and/or any Project Approval, Developer shall be required, following written demand by the City, to place funds on deposit with the City, which funds shall be used to reimburse the City for expenses incurred in connection with defending the Project Approvals. For Project Approvals which included the certification of an environmental impact report by the City, the amount of said deposit shall be ten thousand ($10,000) dollars. For all other Project Approvals, the amount of the deposit shall be five thousand ($5,000) dollars. The City, at its sole discretion, may require a larger deposit upon a detailed showing to the Developer of the basis for its determination that the above stated amounts are insufficient. Any unused portions of the deposit shall be refunded to Developer within thirty (30) days following the resolution of the challenge to the Project Approvals. All Deposits must be paid to the City within thirty (30) days of Developer s receipt of the City s written demand for the Deposit Notices. Any notice or communication required hereunder between the City or Developer must be in writing, and shall be given either personally or by registered or certified mail, return receipt requested. If given by registered or certified mail, the same shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a 24

34 registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. Any party hereto may at any time, by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the address, or any additional address, to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below: If to the City: City of Los Angeles Attention: Director of Planning with copies to Los Angeles City Attorney s Office If to Developer: MGA North, LLC with copies to Armbruster Goldsmith & Delvac LLP San Vicente Blvd., Suite 900 Los Angeles, CA Attn: Dave Rand 7.12 Recordation. As provided in Government Code Section , this Agreement shall be recorded with the Register-Recorder of the County of Los Angeles within ten (10) days following its execution by all Parties. Developer shall provide the City Clerk with the fees for such recording prior to or at the time of such recording should the City Clerk effectuate recordation Constructive Notice and Acceptance. Every person who now or hereafter owns or acquires any right, title, interest in or to any portion of the Property, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property Successors and Assignees. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, any subsequent owner of all or any portion of the Property and their respective Transferees, successors and assignees Severability. If any provisions, conditions, or covenants of this Agreement, or the application thereof to any circumstances of either Party, shall be held invalid or unenforceable, the remainder of this Agreement or the application of such provision, condition, 25

35 or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law Time of the Essence. Time is of the essence for each provision of this Agreement of which time is an element 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 refers expressly to this Section. No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of any right or remedy with respect to any other occurrence or event No Third Party Beneficiaries. The only Parties to this Agreement are the City and Developer and their successors-in-interest. There are no third party beneficiaries and this Agreement is not intended, and shall not be construed to benefit or be enforceable by any other person whatsoever Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein and no testimony or evidence of any such representations, understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the provisions or conditions of this Agreement Legal Advice; Neutral Interpretation; Headings, Table of Contents, and Index. Each Party acknowledges that it has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such Party as the source of the language in question. The headings, table of contents, and index used in this Agreement are for the convenience of reference only and shall not be used in construing this Agreement Duplicate Originals. This Agreement is executed in duplicate originals, each of which is deemed to be an original, but all of which together shall constitute one instrument. This Agreement, not counting the Cover Page, Table of Contents or Index, consists of 27 pages and 4 Exhibits which constitute the entire understanding and agreement of the Parties. (signatures on following page) 26

36 1 u 10/31/06 SCHEDULE "l11 LEGAL DESCRIPTION OF PROPERTY LOT 7 OF TRACT NO L IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 931 PAGES 86 TO 91 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY EXCEPT THEREFROM THAT PORTION OF SAID PROPERTY LYING BELOW A DEPTH OF 500 FEET, MEASURED VERTICALLY FROM THE CONTOUR OF THE SURFACE THEREOF; PROVIDER HOWEVER, THAT GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OF THE PROPERTY GRANTED HEREIN, OR ANY PART THEREOF, LYING BETWEEN SAID SURFACE AND 500 FEET BELOW SAID SURFACE, AS EXCEPTED IN DEED EXECUTED BY SOUTHERN PACIFIC INDUSTRIAL DEVELOPMENT COMPANY, A TEXAS CORPORATION, RECORDED DECEMBER 27, 1979 AS INSTRUMENT NO ALSO EXCEPT FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE NORTHWEST QUARTER OF SECTION 28, TOWNSHIP 2 NORTH, RANGE 16 WEST, ALL OIL, QAS, WATER, AND MINERALS RIGHTS NOW VESTED IN THE CITY OF LOS ANGELES, WITHOUT, HOWEVER, THE RIGHT TO USE THE SURFACE OF THE LAND OR ANY PORTION THEREOF TO A DEPTH OF 500 FEET BELOW THE SURFACE, FOR THE EXTRACTION OF SUCH OIL, GAS, WATER, OR MINERALS, AS RESERVED BY THE CITY OF LOS ANGELES, BY DEED RECORDED JULY 3,1980 AS INSTRUMENT NO END OF LBGAL DESCRIPTION 0 \ w M s CD CO 6044M02/WU UM7.W/l(«+«'MKPfMKP

37 CPC DA F-1 FINDINGS Development Agreement Findings pursuant to Government Code Section a. b. c. d. e. f. g- h. i. State Government Code Sections through authorize municipalities to enter into binding development agreements with persons having legal or equitable interest in real property for the development of such property. The City of Los Angeles ( City ) has adopted rules and regulations establishing procedures and requirements for consideration of development agreements under Citywide Development Agreement Procedures (CF S3). In addition, on November 19, 1992, the City Planning Commission adopted new guidelines for the processing of development agreement applications (CPC No MSC). The Applicant has requested that the City consider a Development Agreement by and between the City and MGA North, LLC (CPC DA). The development agreement process was initiated by the Applicant, and all proceedings have been taken in accordance with the City s adopted procedures and requirements. Pursuant to Section of the Government Code, the proposed Development Agreement is consistent with the objectives, policies, and programs specified in the City of Los Angeles General Plan, including the Chatsworth-Porter Ranch Community Plan, which is part of the General Plan. The proposed Development Agreement will not be detrimental to the public health, safety and general welfare. Approval of the Development Agreement will promote the public health, safety, and general welfare by promoting economic growth, by conserving resources and promoting sustainable building techniques. The proposed Development Agreement vests the Applicant s rights to develop the property as will be delineated in the Environmental Impact Report and the discretionary approvals requested concurrently herewith. Provisions for the early development of the Project and its proposed amenities are specified to occur at certain milestones during the Project, which include public access to open space amenities, funding for a local homeless shelter, and an employee transit shuttle at the opening of the first residential building, and additional payments to support local services for developmentally-disable adults before building permits are issued for the second and third residential buildings on the property. The proposed Development Agreement will promote the orderly development of the Project Site in accordance with good land use practice. As discussed above, the Project is consistent with the applicable policies and provisions of the General Plan, the Chatsworth-Porter Ranch Community Plan, and the LAMC. The proposed Development Agreement provides assurances that the Project will proceed in accordance with all applicable rules, regulations, and conditions, and strengthens the public planning process by encouraging private participation in comprehensive planning and reducing the economic costs of development to the Applicant and the public. The proposed Development Agreement provides assurance of a comprehensive development plan that is consistent with all applicable provisions of the LAMC, and the General Plan, and that therefore is consistent with good land use practice. The proposed Development Agreement complies in form and substance with all applicable City and State regulations governing development agreements. The proposed Development Agreement will provide public benefits not otherwise obtainable, and for which no nexus exists under the Project s forthcoming environmental clearance, that will benefit the surrounding residents of the site and the City as a whole:

38 CPC DA F The Project will promote economic development and growth by building approximately 1.11 million square feet of new residential, retail, professional and creative office space in the Chatsworth Industrial/Commercial corridor. The Project will provide substantial publically accessible open space and recreational amenities, including public use of an on-site, 20,000 square-foot amphitheater. The Project will provide an MGA Employee Live/Work Incentive Program to assist in the reduction of vehicular trips and commute times. The Project will ensure that the employee transit shuttle is operational at the occupancy of the first residential building. The Project will provide funding for a local homeless shelter and local services for developmentally disabled adults. J- Based upon the above findings, the proposed Development Agreement is deemed consistent with public necessity, convenience, general welfare and good zoning practice.

39 Mitigation Monitoring Program MGA MITIGATION MONITORING PROGRAM Section of the Public Resources Code and Section of the CEQA Guidelines require adoption of a Mitigation Monitoring Program (MMP) for all projects for which an Environmental Impact Report (EIR) or Mitigated Negative Declaration (MND) have been prepared. This requirement was originally mandated by Assembly Bill (AB) 3180 which was enacted on January 1, 1989 to ensure the implementation of all mitigation measures adopted through the California Environmental Quality Act (CEQA) process. Specifically, Section of the Public Resources Code states that...the agency shall adopt a reporting or monitoring program for the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment...[and that the program]...shall be designed to ensure compliance during project implementation. AB 3180 provided general guidelines for implementing monitoring programs, which are enumerated in more detail in Section of the CEQA Guidelines. Specific reporting and/or monitoring requirements to be enforced during project implementation are defined prior to final approval of the project. The proposed monitoring program will be considered by the City of Los Angeles (the Lead Agency) prior to certification of the EIR. Although the Lead Agency may delegate reporting or monitoring responsibilities to other agencies or entities, it...remains responsible for ensuring that implementation of the mitigation measures occurs in accordance with the program. Mitigation Measures are identified as follows: RC-III.X-#: The RC indicates the measure is required to comply with existing regulations. PDF-Ill.X-#: The PDF indicates the measure is a project design feature that will reduce impacts. MM-III.X-#: The MM indicates a Mitigation Measure identified by this EIR. The Mitigation Monitoring and Reporting Program describes the procedures for the implementation of the mitigation measures to be adopted for the proposed project as identified in the Draft and Final EIR. The City will ensure that monitoring is documented through reports (as required) and that deficiencies are promptly corrected. The City may choose to designate one or more environmental monitor(s) (e.g. City building inspector, project contractor, certified professionals, etc., depending on the provision specified below). Each mitigation measure is categorized by impact area, with an accompanying identification of: Performance Criteria/Monitoring Actions - this is the criterion that would determine when the measure has been accomplished and/or the monitoring actions to be undertaken to ensure the measure is implemented. The implementing agency - the agency or agencies that will undertake the measure. The enforcement and monitoring agencies - the agencies that will monitor and enforce each measure to ensure it is implemented in accordance with this MMP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-1 MGA Mixed-Use Campus Final EIR

40 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies III.A Aesthetics None required. III.B Air Quality RC-III.B-1: Project construction shall comply with SCAQMD Rule 403 that requires the following: Water or a stabilizing agent shall be applied to exposed surfaces at least three times per day to prevent generation of dust plumes. Construction contractor shall utilize at least one or more of the following measures at each vehicle egress from the project site to a paved public road in order to effectively reduce the migration of dust and dirt offsite: s Install a pad consisting of washed gravel maintained in clean condition to a depth of at least six inches and extending at least 30 feet wide and at least 50 feet long; Pave the surface extending at least 100 feet and at least 20 feet wide; Utilize a wheel shaker/wheel spreading device consisting of raised dividers at least 24 feet long and 10 feet wide to remove bulk material from tires and vehicle undercarriages; or s Install a wheel washing system to remove bulk material from tires and vehicle undercarriages. All haul trucks hauling soil, sand, and other loose materials shall be covered (e.g., with tarps or other enclosures that would reduce fugitive dust emissions). Construction activity on unpaved surfaces shall be suspended when wind speed exceed 25 miles per hour (such as instantaneous gusts). Ground cover in disturbed areas shall be replaced as quickly as possible. RC-III.B-2: The Applicant shall obtain a permit to construct and a permit to operate any standby generators or boilers under SCAQMD Rules 201, 202, and 203. Potential emissions from these sources are subject to SCAQMD Regulation XIII (New Source Review) and must meet Best Available Control Technology requirements to minimize emissions of PM-io, VOC, and NOx emissions. RC-III.B-3: The Applicant shall comply with SCAQMD Rule 1116 (VOC Emissions from Decontaminated Soil). Compliance includes coordinating with the SCAQMD for construction activity related to the excavation or grading of soil containing VOC material. ; RC-III.B-4: The Applicant shall comply with Article 9, Division 4, Section Electric Vehicle Supply Wiring, of the LA Green Building Code Ordinance requiring that a minimum of 208/240 V, 40 Periodic monitoring during construction. Prior to operating generators or boilers. During excavation. During construction. Applicant/SCAQMD Applicant/SCAQMD Applicant/SCAQMD Applicant/DBS DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-2 MGA Mixed-Use Campus Final EIR

41 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies amp grounded AC outlets equal to 5% of the total number of parking spaces or panel capacity for installation of electrical outlets be available within the parking area. MM-III.B-1: The construction contractor shall use architectural coatings with a volatile organic compound content of 30 grams per liter or less for all interior surfaces and all exterior surfaces in order to minimize VOC emissions from painting. PDF-Ill.B-1: The proposed project would reduce its energy usage by 2,557,071 kilowatt-hours per year by implementing Project Design Features that would include, at a minimum, the following measures, or equivalent measures capable of achieving the same results: Installation of energy efficient heating and cooling systems, equipment, and control systems. Installation of efficient lighting and lighting control systems. Installation of light colored cool" roofs to more effectively reflect the sun s energy from the roof s surface to reduce the roof surface temperature, and use of shade structures such as awnings or canopies around soundstages and mills to reduce the heat island effect. Incorporation of energy saving features into building design, as appropriate (e.g., use of passive controls, shading, solar energy, ventilation, appropriate building materials, etc.). Prohibition of HVAC, refrigeration, and fire suppression equipment that contains banned chlorofluorocarbons. Use of Energy Star appliances. Use of photovoltaic technology. III.C Biological Resources MM-III.C-1: Disturbance of any nests protected by the Migratory Bird Treaty Act shall be avoided. If construction activities (i.e., removal of trees or shrubs) are scheduled to occur during the non-breeding season (September 1 through January 31), no mitigation is required. If construction activities are scheduled to occur during the breeding season (February 1 through August 31), the project proponent will implement the following measures to avoid potential adverse effects on birds covered by the Migratory Bird Treaty Act: No more than two weeks prior to construction, a qualified wildlife biologist will conduct preconstruction surveys of all potential nesting habitat within 500 feet of construction activities where access is available. If active nests are found during preconstruction surveys, the project proponent will create a nodisturbance buffer (acceptable in size to the CDFW) around active raptor nests and nests of Periodic monitoring during construction (finishing phase). Prior to Certificate of Occupancy applicant to submit documentation of compliance with this measure. Documentation of compliance with this measure prior to starting construction. Applicant/SCAQMD and/or DCP Applicant/DCP or DBS Applicant/DCP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-3 MGA Mixed-Use Campus Final EIR

42 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies other special-status birds during the breeding season, or until it is determined that all young have fledged. Typical buffers include 500 feet for raptors and 250 feet for other nesting birds. The size of these buffer zones and types of construction activities restricted in these areas may be further modified during coordination and in consultation with the CDFW and will be based on existing noise and human disturbance levels at the project site. Nests initiated during construction are presumed to be unaffected, and no buffer would be necessary. However, the take" (mortality, severe disturbance to, etc.) of any individual birds will be prohibited. If preconstruction surveys indicate that nests are inactive or potential habitat is unoccupied during the construction period, no further mitigation is required. Trees and shrubs within the construction footprint that have been determined to be unoccupied by birds covered by the Migratory Bird Treaty Act or that are located outside the no-disturbance buffer for active nests may be removed. MM-III.C-2: Disturbance of the roosts of special-status bats shall be avoided. Prior to construction activities, a qualified bat biologist shall survey for special-status bats within 200 feet of the existing bridge crossings along the unnamed drainage (i.e., Prairie Avenue and Southern Pacific Railroad right-of-way along Winnetka Avenue). If no evidence of bats (i.e., direct observation, guano, staining, strong odors is present, no further mitigation is required. If evidence of bats is observed, the following measures are required to avoid potential adverse effects special-status bats: A no-disturbance buffer acceptable in size to CDFW shall be created around active bat roosts during the breeding season (April 15 through August 15). Bat roosts initiated during construction are presumed to be unaffected, and no buffer is necessary. However, the take of individuals will be prohibited. Removal of habitat showing evidence of bat activity shall occur during the period least likely to impact the bats, as determined by a qualified bat biologist, generally between February 15 and October 15 for winter hibernacula and between August 15 and April 15 for maternity roosts. If exclusion is necessary to prevent indirect impacts to bats from construction noise and human activity adjacent to areas showing evidence of bat activity, these activities shall be conducted during these periods as well. Documentation of compliance with this measure prior to starting construction. Applicant/DCP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-4 MGA Mixed-Use Campus Final EIR

43 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies MM-III.C-3: Reduce impacts associated with dust accumulation (see air quality measures to reduce dust). The dust accumulation on the foliage of tree and shrubs from nearby construction shall be washed off during construction under the direction of a qualified arborist/biologist. MM-III.C-4: To the maximum extent possible, on-site trees shall be retained, except in cases where the arborist indicates that retention is not appropriate. Reduce impacts to the Urban Forest and wildlife species that depend on these resources for foraging and nesting habitat. Trees removed from the project site shall be replaced at a one for one (1:1) ratio (size to be determined by the City s Urban Forrester). The Applicant will work closely with the City s Arborist and project biologist to identify native species that are suitable for the proposed replacement location and which are practicable and do not create safety or nuisance issues. MM-III.C-5: 24-hours prior to construction activities, the project area shall be surveyed for silvery legless lizard. Survey of the project area should be repeated if a lapse in construction activity of two weeks or greater has occurred. If a lizard is encountered during construction, activities in the vicinity of the lizard shall cease until appropriate corrective measures have been completed as determined by a qualified biologist or it has been determined that the lizard will not be harmed. III.D Geology and Soils RC-III.D-1: Prior to issuance of a grading permit, a qualified geotechnical engineer shall prepare and submit to the Department of Building and Safety a final Geotechnical Investigation that provides final recommendations to address seismic safety and design requirements for foundations and excavation. The final Geotechnical Investigation shall include all applicable recommendations included in the Project Geotechnical Engineering Investigation included as Appendix E to the Draft EIR. A qualified geotechnical engineer shall be retained by the Applicant to be present on the Project Site during excavation, grading, and general site preparation activities to monitor the implementation of the recommendations specified in the Geotechnical Investigation as well as other recommendations made in subsequent geotechnical investigations prepared for the project subject to City review and approval. If needed, the geotechnical engineer shall provide structure-specific geologic and geotechnical recommendations that shall be documented in a report to be approved by the City and appended to the project s previous geotechnical investigations. III.E Greenhouse Gas Emissions Periodic monitoring during construction (finishing phase). Prior to start of construction, applicant to prepare a plan to retain trees as appropriate. Monitoring shall be conducted periodically during construction to ensure tree health is being protected. Documentation of compliance with this measure prior to starting construction. Prior to issuance of a grading permit, applicant to document compliance with this measure. Applicant/DCP or DBS Applicant/DCP Applicant/DCP Applicant/DBS DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-5 MGA Mixed-Use Campus Final EIR

44 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies PDF-Ill.E-1: The proposed project shall reduce its energy usage by implementing Project Design Features that would include, at a minimum, the following measures, or equivalent measures capable of achieving the same results: Installation of energy efficient heating and cooling systems, equipment, and control systems. Installation of efficient lighting and lighting control systems. Installation of light colored cool roofs to more effectively reflect the sun s energy from the roofs surface to reduce the roof surface temperature, and use of shade structures such as awnings or canopies around soundstages and mills to reduce the heat island effect. Incorporation of energy saving features into building design, as appropriate (e.g., use of passive controls, shading, solar energy, ventilation, appropriate building materials, etc.). Prohibition of HVAC, refrigeration, and fire suppression equipment that contains banned chlorofluorocarbons. Use of Energy Star appliances. Use of photovoltaic technology. RC-III.E-1: The proposed project shall comply with 2013 Building Energy Standards, as required by Title 24 regulations. III.F Hazards and Hazardous Materials RC-III.F-1: All existing and proposed hazardous materials and wastes on the project site shall be acquired, handled, used, stored, and disposed of in accordance with all applicable federal, State, and local requirements. Existing on-site underground and above ground storage tanks shall be removed prior to redevelopment of the site in accordance with applicable regulatory requirements and oversight. RC-III.F-2: Should lead-based paint materials be identified, the Applicant shall provide evidence to the Department of Building and Safety demonstrating that the demolition/renovation contract provides that standard handling and disposal practices be implemented pursuant to Occupational Safety and Health Act regulations. RC-lll.F-3. Should asbestos-containing materials be identified, the Applicant shall provide a letter to the Department of Building and Safety indicating that the demolition/renovation contract provides for a qualified asbestos abatement contractor/specialist to remove or otherwise abate or manage Prior to Certificate of Occupancy applicant to submit documentation of compliance with this measure. Prior to Certificate of Occupancy applicant to submit documentation of compliance with this measure. Prior to start of construction, applicant to document compliance with this measure. Prior to start of construction, applicant to document compliance with this measure. Prior to start of construction, applicant to Applicant/DCP or DBS Applicant/DBS Applicant/LAFD Applicant/DBS Applicant/DBS DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-6 MGA Mixed-Use Campus Final EIR

45 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies asbestos during demolition or renovation activities in accordance with the South Coast Air Quality Management District's Rule RC-III.F-4: Electrical transformers, hydraulic elevator equipment, hydraulic oils, light ballasts, and other equipment suspected to contain PCBs shall be inspected for the presence of PCBs prior to any disturbance or removal. All equipment found to contain PCBs in excess of regulatory standards shall be removed and disposed in accordance with all applicable local, State and federal regulations including, but not limited to CCR Title 22 and EPA 40 CFR. In addition, a thorough assessment of any stained areas for the potential impact of PCBs and/or hydraulic oil shall be undertaken. If impacted soil is identified, it should be properly characterized, removed and disposed of by a licensed hazardous materials contractor. III.G Hydrology and Water Quality RC-III.G-1: The project shall comply with the City of Los Angeles Low Impact Development (LID) Ordinance. Construction contractors of individual projects are required to control erosion and runoff as necessary through the use of site appropriate grading practices. Specifically, the construction contractor shall plan for and implement Best Management Practices (BMPs) during construction to the satisfaction of the Department of Public Works, Bureau of Engineering, Stormwater Management Division City of Los Angeles, and/or other designated responsible agencies/departments. RC-III.G-2: Sufficient area shall be available so that runoff can be collected in bio swales as appropriate and directed to existing curb and gutter or storm drains. Swale design shall be coordinated with on-site hazardous materials issues as necessary. RC-III.G-3: The project shall comply with applicable NPDES permit requirements, including preparation and implementation of a Stormwater Pollution Prevention Plan in accordance with the Los Angeles Municipal Storm Water permit and compliance with LID requirements. The project shall identify post development peak runoff, conserve natural areas, minimize storm water pollutants, protect slopes and channels, and post construction BMPs and other items as required by the permit. RC-III.G-4: Runoff shall be treated, as required by LID regulations, prior to discharging into existing storm drain systems. document compliance with this measure. Prior to start of construction, applicant to document compliance with this measure. Periodic monitoring during construction (rainy season). Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Periodically during construction (rainy season) and prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Periodically during construction (rainy season) and prior to Applicant/DBS Applicant/D PW Applicant/D PW Applicant/D PW Applicant/DPW and DBS DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-7 MGA Mixed-Use Campus Final EIR

46 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies RC-III.G-5: All wastes from construction shall be disposed of properly. Appropriately labeled recycling bins shall be used to recycle construction materials including: solvents, water-based paints, vehicle fluids, broken asphalt and concrete; wood, and vegetation. Non-recyclable materials/wastes shall be taken to an appropriate landfill. Toxic wastes shall be discarded at a licensed regulated disposal site. RC-lli.G-6: Leaks, drips, and spills shall be cleaned up immediately to prevent contaminated soil on paved surfaces that can be washed away into the storm drains. RC-III.G-7: Material spills shall not be hosed down at the pavement if alternative clean-up methods are available, such as dry cleanup methods. RC-III.G-8: Dumpsters shall be covered and maintained. Uncovered dumpsters shall be required to be placed under a roof or covered with tarps or plastic sheeting. RC-III.G-9: Gravel approaches and dirt-tracking devices shall be used to reduce soil compaction and limit the tracking of sediment into streets. RC-III.G-10: All vehicle/equipment maintenance, repair, and washing shall be conducted away from storm drains. All major repairs shall be required to be conducted at an appropriate location. Drip pans or drop cloths shall be required to catch drips and spills. issuance of Certificate of Occupancy, applicant to document compliance with this measure. Periodic monitoring during construction and as appropriate during operation. Periodic monitoring during construction and as appropriate during operation. Periodic monitoring during construction and as appropriate during operation. Periodic monitoring during construction and as appropriate during operation. Periodic monitoring during construction. Periodic monitoring during construction and as appropriate during operation. RC-III.G-11: Project construction shall comply with the General Construction Activity Stormwater Periodic monitoring Permit (General Permit) and the City s Development Construction Program pursuant to the NPDES during construction. Permit (Permit No, CA00401). RC-III.G-12: Article 4.4 of Chapter IV of the Los Angeles Municipal Code (LAMC) specifies Periodic monitoring Stormwater and Urban Runoff Pollution Control requirements, including the application of Best during construction and Management Practices (BMPs). Chapter IX, Division 70 of the LAMC addresses grading, excavations, Applicant/DCP Applicant/DCP or DBS Applicant/DCP or DBS, DPW or BOS Applicant/DCP Applicant/DCP Applicant/DCP Applicant/DCP Applicant/DBS DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-8 MGA Mixed-Use Campus Final EIR

47 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies and fills. Applicants must meet the requirements of the Standard Urban Stormwater Mitigation Plan (SUSMP) approved by the Los Angeles RWQCB, including the following, where applicable: The project applicant shall implement storm water BMPs to treat and infiltrate the runoff from a storm event producing 3/4 inch of rainfall in a 24-hour period. The design of structural BMPs shall be in accordance with the Development Best Management Practices Handbook Part B Planning Activities. A signed certificate from a California licensed civil engineer or licensed architect that the proposed BMPs meet this numerical threshold standard is required. Post development peak storm water runoff discharge rates shall not exceed the estimated predevelopment rate for developments where the increase peak storm water discharge rate will result in increased potential for downstream erosion. Clearing and grading of native vegetation at the project Site shall be limited to the minimum needed to construct the project, allow access, and provide fire protection. Trees and other vegetation shall be maximized by planting additional vegetation, clustering tree areas, and promoting the use of native and/or drought tolerant plants. Natural vegetation shall be promoted in landscaped areas. Any identified riparian areas shall be preserved. Appropriate erosion control and drainage devices, such as interceptor terraces, berms, veechannels, and inlet and outlet structures, as specified by Section of the Building Code will be incorporated. Outlets of culverts, conduits or channels from erosion by discharge velocities shall be protected by installing a rock outlet protection. Rock outlet protection is physical devise composed of rock, grouted riprap, or concrete rubble placed at the outlet of a pipe. Sediment traps shall be installed below the pipe-outlet. Inspect, repair, and maintain the outlet protection after each significant rain. Any connection to the sanitary sewer will have authorization from the Bureau of Sanitation. Impervious surface area will be reduced by using permeable pavement materials where appropriate. These include pervious concrete/asphalt; unit pavers, i.e. turf block; and granular materials, i.e. crushed aggregates, cobbles. Roof runoff systems will be installed where site is suitable for installation. Messages that prohibit the dumping of improper materials into the storm drain system adjacent to storm drain inlets shall be painted. «All storm drain inlets and catch basins within the project area shall be stenciled with prohibitive as appropriate during operation. DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-9 MGA Mixed-Use Campus Final EIR

48 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies language (such as NO DUMPING - DRAINS TO OCEAN) and/or graphical icons to discourage illegal dumping. Signs and prohibitive language and/or graphical icons, which prohibit illegal dumping, must be posted at public access points along channels and creeks within the project area. Legibility of stencils and signs must be maintained. Materials with the potential to contaminate storm water must be: (1) placed in an enclosure such as, but not limited to, a cabinet, shed, or similar storm water conveyance system; or (2) protected by secondary containment structures such as berms, dikes, or curbs. The storage area will be paved and sufficiently impervious to contain leaks and spills. The storage area shall have a roof or awning to minimize collection of storm water within the secondary containment area. An efficient irrigation system shall be designed to minimize runoff including: drip irrigation for shrubs to limit excessive spray ; shutoff devices to prevent irrigation after significant precipitation; and flow reducers. Cleaning of oily vents and equipment will be performed within designated covered area, sloped for wash water collection, and with a pretreatment facility for wash water before discharging to properly connected sanitary sewer with a CPI type oil/water separator. The separator unit must be: designed to handle the quantity of flows; removed for cleaning on a regular basis to remove any solids; and the oil absorbent pads must be replaced regularly according to manufacturer's specifications. Trash dumpsters will be stored both under cover and with drains routed to the sanitary sewer or use non-leaking and water tight dumpsters with lids. Containers will be washed in an area with properly connected sanitary sewer. Wastes, including paper, glass, aluminum, oil and grease will be reduced and recycled. Liquid storage tanks (drums and dumpsters) will be stored in designated paved areas with impervious surfaces in order to contain leaks and spills. A secondary containment system such as berms, curbs, or dikes shall be installed. Drip pans or absorbent materials whenever grease containers are emptied will be used. The owner(s) of the property will prepare and execute a covenant and agreement (Planning Department General form CP-6770) satisfactory to the City of Los Angeles Planning Department binding the owners to post construction maintenance on the structural BMPs in accordance with the SUSMP/LID and or per manufacturer's instructions. DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-10 MGA Mixed-Use Campus Final EIR

49 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies III.H Land Use None required. Ill.l Noise PDF-Ill.1-1: New residential units shall include a fresh air supply system or air conditioning so that windows may be closed, as needed, to reduce noise. RC-lll.l-1: All construction truck traffic shall be restricted to truck routes approved by the City of Los Angeles Department of Building and Safety, which shall avoid residential areas and other sensitive receptors to the extent feasible. RC-lll.l-2: The proposed project shall comply with the City of Los Angeles Noise Ordinance (LAMC Chapter XI), and any subsequent ordinances, which prohibits the emission or creation of noise beyond certain levels at adjacent uses unless technically infeasible. RC-lll.l-3: Construction and demolition shall be restricted to the hours of 7:00 AM to 6:00 PM Monday through Friday, and 8:00 AM to 6:00 PM on Saturday, and prohibited on all Sundays and federal holidays. RC-lll.l-4: The proposed project shall comply with the LAMC Section , which requires a construction site notice to be provided that includes the following information: job site address, permit number, name and phone number of the contractor and owner or owner's agent, hours of construction allowed by code or any discretionary approval for the site, and City telephone numbers where violations can be reported. The notice shall be posted and maintained at the construction site prior to the start of construction and displayed in a location that is readily visible to the public and approved by the City's Department of Building and Safety. MM-lll.l-1: Materials used in the construction of residential units shall be capable of achieving an exterior-to-interior noise attenuation level of 32 dba. Such materials may include double-glazed windows. Prior to issuance of a Certificate of Occupancy, applicant shall document compliance with this measure. Periodic monitoring during construction. Periodic monitoring during construction and as appropriate during operation. Periodic monitoring during construction. Periodic monitoring during construction. Prior to issuance of a Certificate of Occupancy, Applicant shall document compliance with this measure. Applicant/DCP Applicant/DCP or DBS Applicant/DCP Applicant/DCP Applicant/DCP Applicant/DCP or DBS DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-11 MGA Mixed-Use Campus Final EIR

50 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies III.J Public Services Fire RC-III.J-1: Project building plans shall include the submittal of a plot plan for approval by the Los Angeles Fire Department either prior to the recordation of the final map or the approval of a building permit. RC-III.J-2: The applicant shall consult with the Fire Department and incorporate fire prevention and suppression features appropriate to the design of the project. RC-III.J-3: Definitive plans and specifications shall be submitted to the Fire Department and requirements for necessary permits satisfied prior to commencement of any portion of the project. RC-III.J-4: Any required fire hydrants to be installed shall be fully operational and accepted by the Fire Department prior to any building construction. The Fire Department is requiring the installation of at least two new public fire hydrants (212 4 DFH) on Winnetka Avenue. The applicant shall request a fire flow test to ensure and document that off-site hydrants are capable of providing 1,500 GPM and are capable of meeting fire flow requirements and hydrant specifications; test results shall be submitted to LAFD and LADWP. RC-ill.J-5: Plot plans indicating access driveways and roads and turning areas shall be reviewed and approved by the Fire Department, prior to issuance of a building permit. RC-III.J-6: During the construction phase, emergency access shall remain clear and unobstructed. A construction staging and traffic management plan, wherein traffic management personnel (flag persons) shall be employed as necessary to ensure emergency access is maintained, consistent with LAFD requirements. RC-III.J-7: The proposed project shall comply with all applicable State and local codes and ordinances, and the guidelines found in the Fire Protection and Fire Prevention Plan, as well as the Safety Plan, both of which are elements of the General Plan of the City of Los Angeles C.P.C ). Prior to submission of plans, Applicant shall document compliance with this measure. Prior to submission of plans, applicant shall document compliance with this measure. Prior to submission of plans, applicant shall document compliance with this measure. Prior to start of construction, applicant shall document compliance with this measure. Concurrent with submission of plans, applicant shall document compliance with this measure. Periodic monitoring during construction. Concurrent with submission of plans, applicant shall document Applicant/LAFD Applicant/LAFD Applicant/LAFD Applicant/LAFD Applicant/LAFD Applicant/LAFD and DBS Applicant/LAFD DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-12 MGA Mixed-Use Campus Final EIR

51 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies RC-III.J-8: All access roads, including fire lanes, shall be maintained in an unobstructed manner, removal of obstructions shall be at the owner s expense. The entrance to all required fire lanes or required private driveways shall be posted with a sign no less than three square feet in area in accordance with Section 57,09.05 of the Los Angeles Municipal Code. RC-III.J-9: The project shall comply with all applicable State and local Codes and Ordinances found in the Fire Protection and Fire Prevention Plan, as well as the Safety Plan, both of which are elements of the General Plan of the City of Los Angeles. In particular, the project shall include an on-site sprinkler system. Police PDF-Ill.J-1: During project construction, the applicant shall implement security measures at the construction sites that are accessible to the general public. Security measures could include, but are not limited to, fencing, security lighting, and providing security personnel to patrol construction sites. PDF-III.J-2: During project design, the applicant shall incorporate project design features consistent with the City Police Department s Design Out Crime Guidelines, which may include providing an onsite security force, illuminating parking lots with artificial lighting, use of closed-circuit television monitoring and recording of on-site areas, maintaining security fencing along the project site edge to restrict public access, and way-finding lighting. PDF-III.J-3: The applicant shall design on-site streets, street lighting, and street signage in accordance with the emergency access requirements of the applicable jurisdiction (i.e., City of Los Angeles or County of Los Angeles). The applicant shall submit to the City for review the design plans for on-site street widths, street lighting, and street signage. RC-III.J-10: During the project s construction phase, the applicant shall ensure adequate through access and emergency access to adjacent uses. RC-III.J-11: The applicant shall consult with the Police Department and comply with recommended security features for the construction site(s), including security fencing, locked entrances, lighting, and the use of a seven-day, 24-hour security patrol. compliance with this measure. Periodic monitoring during construction and as appropriate during operation. Concurrent with submission of plans, applicant shall document compliance with this measure. Periodic monitoring during construction and as appropriate during operation. Concurrent with submission of plans, applicant shall document compliance with this measure. Concurrent with submission of plans, applicant shall document compliance with this measure. Periodic monitoring during construction. Prior to start of construction, applicant shall document Applicant/LAFD Applicant/LAFD Applicant/LAPD and DBS Applicant/LAPD and DCP Applicant/LAPD and DCP Applicant/LAPD and DBS Applicant/LAPD DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-13 MGA Mixed-Use Campus Final EIR

52 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) implementing Entity/Enforcement and Monitoring Agencies RC-III.J-12: Upon completion of the project, the applicant shall provide the Devonshire Division Commanding Officer with access routes and other information that might facilitate police response, as requested by the LAPD. RC-lll.J-13: The applicant shall provide project plans to the LAPD Crime Prevention Unit to determine any additional crime prevention and security features appropriate to the design of the project. Any additional design features identified by the LAPD Crime Prevention Unit shall be incorporated into the project s final design and to the satisfaction of LAPD, prior to issuance of a Certificate of Occupancy for the project. RC-III.J-14: The project shall incorporate design guidelines relative to security, semi-public and private spaces, which may include, but not be limited to, access control to buildings, secured parking facilities, walls/fences with key systems, well illuminated public and semi-public space designed with a minimum of dead space to eliminate areas of concealment, location of toilet facilities or building entrances in high-foot traffic areas and provision of security guard patrol throughout the project site if needed. MM-III.J-1: Prior to the issuance of the first building permit issued, the applicant shall consult with the City Police Department regarding site-wide crime prevention features, which may include: provision of call boxes in parks and/or other strategic locations for police and medical emergencies; payphones restricted to outgoing calls only; and graffiti cameras in strategic locations to discourage problem graffiti areas from arising. MM-III.J-2: Prior to the issuance of each building permit, the applicant shall incorporate crime prevention features appropriate to the operational characteristics of the individual building. These features may include the following elements: Well illuminated and designed entryways with minimum dead space to eliminate areas of concealment; Ornamental shrubbery not planted in a way that would provide cover for persons tampering with doors or windows; For residential development, installing doors with hinges on the inside or in a manner which prohibits pin removal or tampering, where feasible and effective compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Concurrent with the submission of plans, applicant to document compliance with this measure. Concurrent with the submission of plans, applicant to document compliance with this measure. Applicant/LAPD Applicant/LAPD Applicant/LAPD Applicant/LAPD Applicant/LAPD DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-14 MGA Mixed-Use Campus Final EIR

53 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies The incorporation of access for emergency service personnel and vehicles; For residential development, video cameras and private security guards may be used to monitor and patrol the project site during project construction and operation; and Entryways, elevators, lobbies, and parking areas with lighting that eliminates areas of concealment; and solid core doors with deadbolt locks to all offices and shops. MM-III.J-3: No later than six months following the issuance of a Certificate of Occupancy for 700 residential units the applicant shall provide to the City of Los Angeles Police Department at no rent the non-exclusive use of desk space for two officers within a community serving facility at the project site. Schools RC-III.J-15: Applicant of the proposed project would be expected to pay required developer school fees to LAUSD pursuant to Government Code Section 65995, as amended by Senate Bill 50, to help reduce any impacts on school services. Recreation and Parks RC-III.J-16: The applicant shall provide open space through one of the following 1) provide on-site improvements as determined to be in compliance with City of Los Angeles requirements; or 2) pay inlieu fees for any open space shortfall as determined by the City of Los Angeles Recreation and Parks Department. No later than six months after issuance of Certificate of Occupancy, applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Quimby Fees incurred for Buildings A D shall be paid separately prior to the issuance of a certificate of occupancy for each individual building. A covenant and agreement shall be executed with the Applicant/LAPD Applicant/DBS Applicant/DRP and DCP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-15 MGA Mixed-Use Campus Final EIR

54 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies Libraries MM-III.J-1: Prior issuance of a Certificate of Occupancy, the applicant will be required to pay a $ per capita mitigation fee (1,027 residents X $ = $205,400) to the LAPL in order to offset costs to branch services libraries. III.K Transportation and Circulation PDF-Ill.K-1: New traffic signal at the intersection of Winnetka Avenue and MGA driveway. PDF-Ill.K-2: Metro transit and LADOT DASH no longer serve the project site, the foundation of the start-up multi-mode program the applicant shall implement is to provide a site-serving transit service with the implementation of a private shuttle route to connect residents and employees to nearby employment centers, transit stations and commercial retail centers. Project Shuttles A shuttle route shall be created to mitigate the peak hour traffic impacts. The shuttle shall be available to serve the site during mid-day and evening hours to provide residents and employees more mobility choices throughout the day. This will allow residents and employees to be carfree if desired. The route is targeted to the Metro Orange Line and the Chatsworth Metrolink Station. The peak hour routes will allow residents and employees to take shuttles for work and non-work trips and provide connections to train and bus stations at the Metro Chatsworth Orange Department of Parks and Recreation outlining: (1) the total amount of fee credits that will be awarded for on-site recreational areas/amenities and (2) a final schedule for payment of the fees. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, and ongoing during occupancy (as determined by LADOT) applicant to document compliance with this measure. Applicant/LAPL and DCP Applicant/LADOT Applicant/LADOT and DCP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-16 MGA Mixed-Use Campus Final EIR

55 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies Line/Metro link Station. Limited stops at major transfer points can be worked out with LADOT and Metro to also provide the necessary connections to local Chatsworth transit. The shuttle shall provide 20 to 30-minute headways during the morning and afternoon peak hour to the nearby transit stations and work centers. Mid-day and off-peak schedules will be more demand-responsive providing viable and convenient transit options for MGA residents and employees. Shuttle will be equipped with bike racks to promote the bike usage program. Note that DASH service does not currently provide bike racks. Shuttle advertising will promote the bike share program. PDF-Ill.K-3: The applicant proposes to provide a full Transportation Demand Management (TDM) program and will create a multi-modal hub at the MGA campus. The TDM program will include bike and car share programs and other TDM programs such as on-site day care for both MGA residents and employees as well as an employee cafeteria and a satellite work center for residents who choose to telecommute. The TDM program will also include incentives to reduce trips and disincentives to discourage driving alone (corporate culture, marketing/information, promotional activities, subsidy to employees who ride transit, cash equivalent of parking subsidy, alternative work arrangements); see Appendix H for the full details of the TDM program. The effectiveness of the TDM program will be monitored after the first year of occupancy and thereafter as required by The Department of City Planning. MM-III.K-1: Winnetka Avenue and Parthenia Street (#6) - Parthenia Street shall be restriped to install a westbound right-turn only lane on Parthenia Street at Winnetka Avenue (conceptual traffic mitigation plans are illustrated in Figure 16 of the Traffic Report in Appendix H). Traffic signals will be upgraded to accommodate the new right turn lane and brought up to current traffic signal standards. MM-lll.K-2: Corbin Avenue and Plummer Street (#8) - Corbin Avenue shall be restriped to install a southbound right-turn only lane on Corbin Avenue at Plummer Street (conceptual traffic mitigation plans illustrated in Figure 17 of the Traffic Report in Appendix H). Traffic signals will be upgraded to accommodate the new right turn lane and brought up to current traffic signal standards. RC-III.K-1: The Traffic Coordinating Section of the Los Angeles Police Department shall be notified at least 24 hours prior to the start of hauling. Prior to issuance of Certificate of Occupancy, and ongoing during occupancy (as determined by LADOT) applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Prior to issuance of Certificate of Occupancy, applicant to document compliance with this measure. Periodic monitoring during construction. Applicant/ LADOT and DCP Applicant/LADOT Applicant/LADOT Applicant/LAPD DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. C/fy of Los Angeles EIR EIR State Clearinghouse No Page 5-17 MGA Mixed-Use Campus Final EIR

56 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies RC-III.K-2: Streets shall be cleaned of spilled materials at the termination of each workday. RC-III.K-3: The applicant shall be in conformance with the State of California, Department of Transportation policy regarding movements of reducible loads. RC-III.K-4: The applicant shall comply with all regulations set forth by the State of California Department of Motor Vehicles pertaining to the hauling of earth. RC-III.K-5: The applicant shall notify the Street Services Investigation & Enforcement Division at least 72 hours prior to the beginning of hauling operations and shall also notify the Division immediately upon completion of hauling operations. RC-III.K-6: A log noting the dates of hauling and the number of trips (i.e. trucks) per day shall be available on the job site at all times. RC-III.K-7: Truck Crossing" warning signs shall be placed 300 feet in advance of the exit in each direction. RC-III.K-8: Flag persons shall be required at the job site to assist the trucks in and out of the Project area. Flag persons and warning signs shall be in compliance with Part II of the latest Edition of "Work Area Traffic Control Plandbook." The pedestrians shall be allowed to clear first prior to permitting the trucks to ingress or egress. III.L Utilities and Service Systems Water RC-III.L-1: The applicant shall implement water conservation measures in new development that shall include but not be limited to the following: Installation of high-efficiency toilets (1.28 gallons per flush or less, includes dual flush High-efficiency urinals (0.5 gallons per flush includes waterless) Restroom faucet flow rate of 1.5 gallons per minute or less Public restroom self-closing faucets Showerhead flow rate of 2 gallons per minute or less Limit of one showerhead per shower stall High efficiency clothes washers (water factor of 6.0 or less) High efficiency dishwashers (Energy Star rated) Domestic water heating system located in close proximity to point(s) of use, as feasible; use of tankless and on-demand water heaters as feasible Periodic monitoring during construction. Periodic monitoring during construction. Periodic monitoring during construction. Periodic monitoring during construction. Periodic monitoring during construction. Periodic monitoring during construction. Periodic monitoring during construction. Documentation of compliance with this measure prior to issuance of Certificate of Occupancy. Applicant/DCP and BOE Applicant/DCP Applicant/DCP Applicant/DCP and DBS Applicant/DCP Applicant/DCP Applicant/DCP, DBS or BOE Applicant/LADWP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-18 MGA Mixed-Use Campus Final EIR

57 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies Cooling towers must be operated at a minimum of 5.5 cycles of concentration Install on-site water recycling as feasible Use of recycled water (if available) for appropriate end uses (irrigation, cooling towers, sanitary) Single pass cooling shall be prohibited (e.g. any vacuum pumps or ice machines) Irrigation shall include: / / / Weather-based irrigation controller with rain shutoff Flow sensor and master valve shutoff (for large landscaped areas) Matched precipitation (flow) rates for sprinkler heads Drip/microspray/subsurface irrigation where appropriate Minimum irrigation system distribution uniformity of 75% Proper hydro-zoning, turf minimization and use of native/drought tolerant plant materials Use of landscape contouring to minimize precipitation runoff RC-III.L-2: Prior to the issuance of a building permit, the applicant shall consult with LADWP to identify feasible and reasonable measures that reduce water consumption, including, but not limited to, systems to use reclaimed water for landscaping (should reclaimed water become available to the City), drip irrigation, re-circulating hot water systems, water conserving landscape techniques (such as mulching, installation of drip irrigation systems, landscape design to group plants of similar water demand, soil moisture sensors, automatic irrigation systems, clustered landscaped areas to maximize the efficiency of the irrigation system), water conserving kitchen and bathroom fixtures and appliances, thermostatically controlled mixing valves for baths and showers, and insulated hot water lines, as per City adopted UBC requirements. RC-lll.L-3: The project shall incorporate Phase 1 of the City of Los Angeles Emergency Water Conservation Plan. The Plan prohibits hose watering of driveways and associated walkways, mandates decorative fountains to use recycled water, and provides that water leaks are repaired in a timely manner. RC-III.L-4: The project shall comply with any additional mandatory water use restrictions imposed as a result of drought conditions. RC-III.L-5: Automatic sprinkler systems shall be installed to irrigate landscaping during morning hours or during the evening to reduce water losses from evaporation. Sprinklers shall be reset to water less Concurrent with submission of plans, applicant to prepare documentation of compliance with this measure. Periodic monitoring during construction and operation as appropriate. Periodic monitoring during construction and operation as appropriate. Documentation of compliance with this Applicant/LADWP Applicant/LADWP Applicant/LADWP Applicant/LADWP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department, DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-19 MGA Mixed-Use Campus Final EIR

58 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies often in cooler months and during the rainfall season, so that water is not wasted in excessive landscape irrigation. RC-III.L-6: Prior to issuance of building permits, the applicant shall pay any appropriate fees imposed by the Building and Safety Department. A percentage of building permit fees is contributed to the fire hydrant fund, which provides for Citywide fire protection improvements. Solid Waste RC-III.L-7. At a minimum, the proposed project shall recycle and/or salvage at least 50% of nonhazardous construction and demolition debris. A construction waste management plan that, at a minimum, identifies the materials to be diverted from disposal and whether the materials will be sorted on-site or comingled shall be developed and implemented. Excavated soil and land-clearing debris do not contribute to the amount of recycled/salvaged debris. Calculations can be done by weight or volume, but must be consistent throughout. RC-III.L-8: The proposed project shall institute a recycling program to reduce the volume of solid waste going to landfills in compliance with the City s current goal of a 62 percent reduction in the amount of waste going to landfills, with the 2020 goal of a 70 percent reduction of waste going to landfills. Additionally, recycling bins shall be provided at an appropriate location on-site to promote recycling. RC-lli.L-9: The applicant shall include in the design plans a recycling area or room for on-site recycling elements. Energy PDF-Ill.L-1. To reduce energy consumption, the applicant shall implement the following: The building design shall, at a minimum, meet the applicable Title standards with energy efficiency improvements consistent with a LEED v3 Certified project; and The applicant shall install a photovoltaic (PV) system of minimum size of 175 kilowatt (kw) direct current (DC). RC-III.L-10: The proposed project would be required to comply with the applicable Title 24 of the California Code of Regulations and the City s Green Building Code. The proposed project would incorporate relevant sustainability features set forth in the City s Green Building Code or codes that measure prior to issuance of Certificate of Occupancy. Documentation of compliance with this measure prior to issuance of permits. Documentation of compliance with this measure prior to issuance of Certificate of Occupancy. Periodic monitoring during operation as appropriate. Periodic monitoring during construction and operation as appropriate. Documentation of compliance with this measure prior to issuance of Certificate of Occupancy. Documentation of compliance with this measure prior to Applicant/B&S Applicant/DCP or BOS Applicant/LADWP Applicant/DCP Applicant/LADWP Applicant/LADWP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-20 MGA Mixed-Use Campus Final EIR

59 5.0 Mitigation Monitoring Program Mitigation Measures MITIGATION MONITORING PROGRAM Compliance/ Monitoring Action(s) Implementing Entity/Enforcement and Monitoring Agencies are in place at the time permits for the proposed project are processed. Such features would include the following or equivalent measures capable of achieving the same results: Installation of energy efficient heating and cooling systems, equipment, and control systems; Installation of efficient lighting and lighting control systems; Installation of light colored cool roofs to more effectively reflect the sun s energy from the roofs surface to reduce the roof surface temperature, and use of shade structures to reduce the heat island effect; Incorporation of energy saving features into building design (e.g., use of passive controls, shading, solar energy, ventilation, appropriate building materials, etc.), as appropriate; Prohibition of HVAC, refrigeration, and fire suppression equipment that contains banned chlorofluorocarbons; Use of Energy Star appliances; and Use of photovoltaic technology on selected roofs. RC-III.L-11: During the design process, the project applicant shall consult with the Department of Water and Power, Energy Services Subsection and The Gas Company, the Commercial, Industrial or Residential Staff Supervisor, regarding possible Energy Conservation Measures for the proposed project. RC-III.L-12: The proposed project will comply with LADWP requirements and recommendations regarding on-site facilities. Improvements made shall be undertaken to the satisfaction and specifications of the LADWP and the Bureau of Engineering prior to issuance of a Certificate of Occupancy for any part of the project. MM-III.L-1: Prior to construction, the applicant in consultation with The Gas Company will perform a natural gas load test. If the natural gas load to the new project area does not exceed 40 Million Standard Cubic Feet Per Hour, then no upgrade to the system will be needed. Any required upgrades will be coordinated with The Gas Company and the City of Los Angeles Bureau of Engineering. issuance of Certificate of Occupancy. Documentation of compliance with this measure prior to submission of plans. Documentation of compliance with this measure prior to issuance of Certificates of Occupancy. Prior to start of construction, applicant to document compliance with this measure. Applicant/LADWP Applicant/LADWP and BOE Applicant/LADWP DCP= LA Department of City Planning, SCAQMD = South Coast Air Quality Management District, DBS = LA Department of Building and Safety, DPW = LA Department of Public Works, LADOT = LA Department of Transportation, BOS = LA Department of Public Works, Bureau of Sanitation, RWQCB = Los Angeles Regional Water Quality Control Board, BOE = Bureau of Engineering, LADWP = LA Department of Water and Power, LAFD = Los Angeles Fire Department, LAPD = Los Angeles Police Department DRP = Department of Recreation and Parks, LAPL = Los Angeles Public Libraries. Where the monitoring action is indicated as applicant to conduct monitoring, applicant shall retain an independent monitor who shall complete and submit reports documenting compliance to DCP. City of Los Angeles EIR EIR State Clearinghouse No Page 5-21 MGA Mixed-Use Campus Final EIR

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61 % DEPARTMENT OF CITY PLANNING Recommendation Report S City Planning Commission Date: Time: Place: Public Hearing: Appeal Status: Expiration Date: Multiple Approval: July 23, :30 a.m. Los Angeles City Hall Board of Public Works Hearing Room 200 North Spring Street, Room 350 Los Angeles, CA April 28, 2015 Appealable to City Council July 24, 2015 Yes (GPA/ZC/SPR/DA) Case Nos.: CPC DA CEQA No.: ENV EIR (SCH No ) Incidental Cases: N/A Related Cases: CPC GPA-ZC- MPR-CU-CUB-SPR, VTT Council No.: 12 Plan Area: Chatsworth-Porter Ranch Specific Plan: N/A Certified NC: Chatsworth GPLU: Light Industrial (proposed - Industrial Commercial) Zone: MR2-1; P-1 (proposed CM-1) Applicant: Representative: MGA North Dave Rand, Esq., Armbrustrer Goldsmith & Delvac, LLP PROJECT LOCATION: PROPOSED PROJECT: REQUESTED ACTIONS: Prairie Street; Winnetka Avenue; and West Nordhoff Place Assessor s Parcel Numbers (Parcel 1); (Parcel 2); (Parcel 3); (Parcel 4) The project involves an integrated light industrial, corporate office and residential campus development consisting of a mix of uses totaling approximately 1.11 million square feet, including: (1) adaptive re-use and rehabilitation of the former LA Times printing facility for MGA light industrial uses and its corporate headquarters, as well as ancillary creative office space, (2) 660 rental housing units in four main residential buildings (i.e., Buildings A-D), (3) extensive shared recreational campus amenities strategically located throughout the Site and (4) approximately 14,000 square feet of campus and neighborhood serving retail and restaurant uses. 1) Pursuant to Sections of the California Government Code and the City of Los Angeles implementing procedures, approval of a Development Agreement between MGA North and the City of Los Angeles. RECOMMENDED ACTIONS TO BE CONSIDERED BY THE CITY PLANNING COMMISSION: 1. Pursuant to Sections of the California Government Code and the City of Los Angeles implementing procedures, recommend that City Council Approve the proposed Development Agreement between MGA North and the City of Los Angeles. 2. Adopt the attached Findings. MICHAEL J. LOGRANDE Director of Planning

62 ? CPC DA MGA / i / /' - \ 'i1 ( A i \ \ JA't. / Si // f v\ UA Charles J. Rausch '~'f Luciralia Ibarra Associate Zoning Administrator / / Senior City Planner / Page 2 tcholas Hendricks, City Planner (818) \

63 TABLE OF CONTENTS Project Background A-1 Findings F-1 Exhibits: Exhibit A Development Agreement

64 CPC DA A-1 BACKGROUND Environmental Setting The subject property is located on the southeasterly corner of Winnetka Avenue and Prairie Street and abuts the Southern Pacific Railroad on its southerly property line. The northerly property line fronts Prairie Street and the easterly property line abuts commercial offices located on Oakdale Avenue. The westerly property line abuts Winnetka Avenue and a flood control channel. The nearest major streets include Nordhoff Street to the south, Plummer Street to the North, and Corbin Avenue to the east. The area is urban and built-out, and void of substantial environmental resources such as protected tree species, native plan assemblages, significant wildlife, wildlife corridors, etc. Further, the surrounding area is substantially developed with multi-story light industrial and commercial office and retail land uses subject to the MR2-1, C4-1, C2-1 and PF-1XL Zones. Site Attributes The property is an irregular-shaped parcel containing approximately 1,027,919 gross square feet of land and is currently improved with the former LA Times printing facility and surface parking areas. The property also contained a gas station that was previously demolished. There are no remarkable topographical or geological features on the subject site. Additionally, there are no Oak, Sycamore, California Bay or Black Walnut Trees on the subject site. The subject property is currently zoned MR2-1 and P-1. Public Street Designations Winnetka Avenue is a Major Highway and is improved (street, curb, gutter and sidewalk) to a variable width of 100 to 114 feet along the project site s westerly property line. Prairie Street is a Collector Street and is improved (street, curb, gutter and sidewalk) to a width of 64 feet along the project site s northern street frontage. The project proposes vehicular and pedestrian access from both Prairie Street and Winnetka Avenue. Public Transit The following public transit facilities provide service to the general area: MetroLink - Train stations located in Chatsworth (Lassen Street/Canoga Avenue) and Northridge (Wilber Avenue/Parthenia Street). Metro Orange Line - The Orange Line runs east/west generally along Victory Boulevard. A number of bus line connections are provided along the Orange Line route. Connections to other public transit opportunities are located at Reseda Boulevard, Tampa Avenue, De So to Avenue, Canoga Avenue, Nordhoff Street, and Lassen Street. Although public transit opportunities are available within the general area, Metro transit and LADOT DASH no longer serve the project site. As a result of this loss, the applicant has incorporated into the project s design (Project Design Feature No. PDF-111.K.2), a site-serving transit service in the form of a private shuttle route to connect residents and employees to nearby employment centers, transit stations and commercial retail centers. General Plan/Communitv Plan The project site is located in the Chatsworth-Porter Ranch Community Plan area. The Community Plan establishes a Land Use Designation of Light Industrial on the site. The Light Industrial Land Use Designation permits land uses associated with limited (restricted) industrial uses subject to the corresponding MR2 and M2 Zones. Examples of the land uses allowed in the MR2 Zone include box

65 CPC DA A-2 factories, breweries, textile manufacturing, carpet/rug manufacturing, die casting, electrical equipment manufacturing, mortuaries, liquid fertilizer manufacturing, and insecticide/pesticide blending and or mixing. No residential uses are permitted in the MR2 Zone. The proposed General Plan Amendment and accompanying zone change requests an Industrial- Commercial Land Use Designation along with the Corresponding CM Zone to allow a mix of light industrial, commercial, and residential land uses. Examples of land uses allowed in the CM Zone include manufacturing of previously prepared materials such as bone, canvas, cloth, felt, paper, glass and textiles. Assembly of electrical appliances and electronic equipment, ceramic product manufacturing and scientific instrument manufacturing are also allowed in the CM Zone in addition to residential uses. Project MGA is seeking to relocate approximately 250 permanent employees from its current Van Nuys location to the proposed site. The project would involve an integrated light industrial, corporate office and residential campus development consisting of a mix of uses totaling approximately 1.11 million square feet, including: (1) adaptive re-use and rehabilitation of the former LA Times printing facility for light industrial uses and its corporate headquarters, as well as ancillary creative office space, (2) 660 rental housing units in four main residential buildings (i.e., Buildings A through D), (3) shared recreational campus amenities located throughout the site and (4) approximately 14,000 square feet of campus and neighborhood serving retail and restaurant uses. The site plan includes a 14,500 square-foot Retail Plaza and Paseo, a 30,000 square-foot Village Green area, a 5,000 square-foot Playground, a 33,000 square-foot Arroyo and Sun Plaza, a 14,000 square-foot orchard, a 9,000 square-foot Landscape Plaza, a 21,500 square-foot Grove, a 20,000 square-foot Plaza and Amphitheater, and a 22,000 square-foot Dog Park intermixed with the following: Corporate Headquarters -The existing 255,815 square-foot, two-story building (64 feet in height) would be refurbished and improved to accommodate MGA s corporate headquarters and light industrial functions that include limited assembly of products, production activities and showroom space. Approximately 43,000 square feet of the eastern portion of the building will be internally subdivided for lease to multiple creative office tenants. Employees would have access to multiple campus amenities including a pool and clubhouse located on top of the shared parking structure located on the southern perimeter of the site. Residential Component - The proposed 660 residential units would be located in four separate buildings (Buildings A through D) that generally wrap around the perimeter of the site and would provide access to shared amenities, automobile and bicycle parking. Building A is a five-story, 65-foot tall building, located at the southeast corner of the site and would include 184 dwelling units having a total floor area of 222,000 square feet. The building will be buffered from the railroad tracks by a four-story parking structure. Residents would have access to a pool, courtyard and approximately 21,000 square feet of common and private open space. Building B is a five-story, 65-foot tall building, located at the southwest portion of the site and is wrapped around a residential courtyard. This building would include 104 residential units having a total floor area of 161,000 square feet. A pool and clubhouse will be located immediately south of the structure between Buildings A and B. Building B includes approximately 12,200 square feet of common and private open space. Amenities located near Building B include an amphitheater, a dog park, boardwalk and exercise stair. Building C is a six-story, 77-foot tall structure that surrounds a residential parking structure at the northwest portion of the site. This building provides 188 residential units encompassing a total of 243,000 square feet of floor area. A pool, community room, landscaped recreational and courtyard areas, and 21,575 square feet of common and private space are provided. Building C provides convenient access to the 14,000 square-foot retail and restaurant plaza area located at the corner of Prairie Street and Winnetka Avenue.

66 CPC DA A-3 Building D is a five-story, 65-foot tall structure located at the northeast corner of the site. Building D would contain 184 residential units in 227,000 square feet of floor area and is wrapped around a twostory parking structure. The residential units front a park and playground area that will be shared with MGA employees. Building D includes a gym and 21,225 square feet of open space. Neighborhood Serving Commercial - The project includes 11,000 square feet of retail and 3,000 square feet of restaurant uses located at the northwest corner of the property along Prairie Street. Building C would cantilever over this retail plaza connecting the residential component with the commercial uses while creating a shaded open courtyard for outdoor eating and dining. Shared Amenities - The project includes various shared recreational amenities for use by MGA employees, residents and the public, including a playground, learning center, patio cafes, and a day care facility. An outdoor amphitheater with projection screen is proposed in an area located between Buildings A and B. The amphitheater would be used for employee meetings, social gatherings and for annual community events. In total, approximately 190,500 square feet of publicly accessible ground floor open space would be provided throughout the site, including multiple pocket parks and village green areas. An exercise path would line the perimeter of the site with a separate dog park located at the southwesterly corner of the property. An additional 76,000 square feet of common and private open space would be provided for use by the project s residents. Parking and Circulation - Section B of the Los Angeles Municipal Code allows the establishment of special Modified Parking Requirement Districts (MPR District) for properties five acres or greater in size. The project includes a mix of residential, commercial, and light industrial uses with various shared amenities across the entire 23.6 acre site. The applicant proposes an MPR District to allow for shared parking of the corporate/creative office parking spaces for use by residents, guests, and patrons of the proposed retail and restaurant uses. Further, the project would provide 1,491 total parking spaces in conformance with the LAMC for Enterprise Zone and residential parking requirements, inclusive of the permitted reductions for onsite bicycle parking. Although the total number of parking spaces is in conformance with the standards for automobile parking under the LAMC, MGA is proposing to specifically designate 410 parking spaces to be shared between the corporate, creative office, and residential uses during the weekday evening/early morning and weekend hours, and retail and restaurant uses during the business hours. A detailed description of the required and shared parking for each use proposed within the project is as follows: Parking structure on Parcel 2 (MGA Building Creative office tenants and Residential Buildings A and B ): The 288 residential units located in Buildings A and B would park in a 3-4 story structure with 466 dedicated residential spaces located along the southern perimeter of the Site. Residents of Buildings A and B (and their guests) may also utilize any of the 410 MGA/creative office shared spaces during weekday evening/early morning and weekend hours. Parking Structure on Parcel 3 (Residential Building C and Retail/Restaurant Uses): The parking structure adjacent to Building C would include 297 dedicated residential parking spaces, and 23 dedicated retail and restaurant spaces. Building C residents (and their guests) may also utilize the 410 MGA/creative office shared spaces during weekday evening/early morning and weekend hours. The office spaces would also be available as shared spaces for patrons of the retail and restaurant uses during business hours. Parking on Parcel 4 (Residential Building D): The parking structure adjacent to Building D includes 295 dedicated residential parking spaces (for 184 units). The additional 410 MGA/corporate office spaces would also be available as additional residential and guest parking during the weekday evening/early morning and weekend hours. The main vehicular access to the corporate office building would be from Winnetka Avenue. A bridge would be constructed over the LACFC easement to provide a driveway from Winnetka into the Site.

67 CPC DA A-4 A second driveway off Prairie Street would promote efficient internal circulation and convenient access for residents of buildings "C and D. 880 bicycle parking spaces will be provided along with the required showers and personal lockers for all the proposed uses. In addition, a bicycle repair and parts shop will also be provided on-site. Sustainability - The project proposes to reduce vehicular emissions and greenhouse gases by implementing a mix of land uses connected to public transportation through a private shuttle service and through the use of a Transportation Demand Management (TDM) program. Numerous on-site sustainability features will likely be incorporated into development of the Campus Project, including extensive photovoltaic panels on the rooftop of the MGA corporate office building. Native planting and shading strategies will be employed throughout the Site. Overall, the Applicant will commit to achieve the equivalency of a LEED Silver Rating by the U.S. Green Building Council. Transit - Public transportation servicing the general area includes the four-mile Chatsworth extension of the Metro Orange Line, with stops along Canoga Avenue at Sherman Way, Roscoe Boulevard, Nordhoff Street and Chatsworth. Each of the four transit stations are between 1.5 and 3 miles from the Site. An on-site transit plaza is proposed to facilitate convenient access to public transportation for both MGA employees and residents. A privately funded fixed-route shuttle will provide service to nearby transit stations and work centers. To further encourage use of alternate modes of transportation, a Transportation Demand Management ( TDM ) Program will be implemented that includes: Carpool and rideshare program for MGA employees; MGA multi-modal site improvements to reduce off-campus car trips (e.g., child care facility, cafeteria and satellite remote work center for non MGA employees who wish to telecommute to work). An on-site transit concierge to promote multi-modal transportation options to MGA employees and residents; Transit passes to MGA employees to encourage public transit use; Offer MGA employees cash payment option in lieu of free parking; Flexible Work Hours Program; On-site zip cars and charging stations for use by employees and residents; Ample short and long term bicycle parking; Bicycle amenities including on-site service/repair and parts station, shared bicycle program, and showers for commercial employees. Urban Design and Walkabilitv URBAN DESIGN: The Citywide Design Guidelines, adopted by the City Planning Commission on June 9, 2011, establish a baseline for urban design expectations and present overarching design themes and best practices for residential, commercial, and industrial projects. Commission policy states that approved projects should either substantially comply with the Guidelines or through alternative methods to achieve the same objectives, and that the Guidelines may be used as a basis to condition an approved project. These design guidelines focus on several areas of opportunity for attaining high quality design in mixeduse projects, including: enhancing the quality of the pedestrian experience along commercial corridors;

68 CPC DA A-5 nurturing an overall active street presence; establishing appropriate height and massing within the context of the neighborhood; maintaining visual and spatial relationships with adjacent buildings; and optimizing high quality infill development that strengthens the visual and functional quality of the commercial environment. The MGA Campus project achieves these goals through several notable features. The site design of the campus creates an active pedestrian experience along both street frontages and incorporates strong functional pedestrian linkages throughout the site. A retail plaza, neighborhood retail shops, and groundfloor residential units activate the Prairie Street frontage, and a public pedestrian boardwalk, lined with residential porches and landscaped park spaces, fronts the adjacent flood control channel and Winnetka Avenue. A variety of additional pedestrian amenities form the central backbone of the campus connecting the five campus buildings, and includes features such as: a transit plaza along Prairie Street, a village green lawn area, a children s play area, an educational interpretative area and orange grove, various decorative and interactive water features, a landform amphitheater, an art and events area, a community garden, a dog-park, and a number of landscaped pocket parks and outdoor seating areas. To engage the public open spaces and to screen parking facilities, the campus buildings will be wrapped with active uses along the ground-floor levels. These ground-floor elevations incorporate prominent pedestrian-scaled entrances and entry plazas, as well as articulated and transparent storefronts, residential entrances, and private porches. Overall, the building elevations utilize a variety of architectural features, building materials, and changes in building depth and color in order to create a consistent rhythm and cohesive theme for the campus design. The scale, massing, and style of the buildings is also appropriate in the larger context of the neighborhood, which is developed with commercial shopping centers and office park uses. WALKABILITY: These Citywide Design Guidelines complement and expand upon the Walkability Checklist, (adopted by the City Planning Commission on August 23, 2007), which provides guidance and tools for encouraging pedestrian activity, promoting high quality urban form, and place-making within project sites. The Checklist reinforces many of the same principles identified in Citywide Design Guidelines, and addresses such topics as building orientation, building frontage, landscaping, off-street parking and driveways, building signage, and lighting within the private realm; and sidewalks, street crossings, on-street parking, and utilities in the public realm. The proposed project is consistent with the goals and implementation strategies identified in the Walkability Checklist. In general, the site design creates active environments by supporting a variety of pedestrian activities, and buildings are oriented and easily accessible from adjacent public streets and open spaces. Interconnected and well-lit pedestrian areas take a central role over vehicular areas within the campus. Driveways are minimized within the site, while providing essential vehicle ingress and egress to internal and underground parking areas, as well as emergency access along the eastern property border. Retail surface parking is insulated from the street by active retail components, and additional surface parking located along the village green is masked from the street by the residential structures. Improvements to the public right-of-way include a new 15-foot wide sidewalk, street trees, and street lighting along Winnetka Avenue and any necessary repairs to the existing streetscape along Prairie Street. The project also includes significant landscaped areas and a pedestrian boardwalk adjacent to the Los Angeles County flood control channel along the western and southern portions of the site. These on- and off-site project features and improvements will lend themselves to create a safe and engaging pedestrian environment, and will enrich the quality of the public realm, consistent with the objectives of the Walkability Checklist. Entitlements The project requires an Amendment to the Chatsworth-Porter Ranch Community Plan changing the project site s land use designation from Light Industrial to Industrial Commercial in conjunction with a Zone Change changing the zoning on the site from the MR2-1 and P-1 Zones to the CM-1 Zone. In addition to the above, the following additional entitlements are also requested: a Conditional Use Permit to allow an on-site Child Care Facility/Nursery School in the proposed CM Zone;

69 CPC DA A-6 a Conditional Use Permit to allow the selling and dispensing of alcohol for on-site and off-site consumption; a Modified Parking District for the site to permit shared parking of the MGA corporate/creative office parking spaces for residents, their guests and retail/restaurant patrons; a Development Agreement between MGA North and the City of Los Angeles (Case No. CPC DA). Pursuant to Section of the Los Angeles Municipal Code, the Advisory Agency approved a Vesting Tentative Tract Map (Case No. VTT-72622) for the merger and resubdivision of a 1,025,628 net squarefoot site into one (1) ground lot (master lot) and four (4) airspace lots in the proposed CM-1 Zone. The proposed lots would contain the following land uses: Airspace Lot 1 - Existing MGA Headquarters, 255,815 square feet; Airspace Lot Residential Units; Airspace Lot Residential Units and 14,000 square feet of retail uses; Airspace Lot Residential Units. Development Agreement The applicant proposes to enter into a Development Agreement to provide public benefits that include publically accessible open spaces, public use of the project s amphitheater, early development of the project s amenities, and a live/work incentive program. The proposed term of the Development Agreement is 15 years. ENVIRONMENTAL IMPACT REPORT The Department of City Planning, acting as Lead Agency, determined that an Environmental Impact Report, in accordance with the California Environmental Quality Act ( CEQA ), would be the appropriate level of review for the instant request. A Notice of Preparation (NOP) was issued on April 17, 2014 and an Environmental Impact Report (EIR) was prepared under Case No. ENV EIR (State Clearinghouse No ), consisting of the Draft EIR dated December 4, 2014, followed by the Final EIR dated April 3, The Draft EIR was publicly circulated for a period of 45 days ending on January 20, The Final EIR was released 24 days prior to the public hearing held on April 28, Impact Categories found not to be significant include: Aesthetics; Geology and Soils; Greenhouse Gas Emissions; Hazards and Hazardous Materials, Hydrology and Water Quality; and Land Use. Impact categories found to be significant requiring mitigation include: Biological Resources; Noise; Public Services; Transportation and Circulation; and Utilities and Service Systems. Impact categories requiring a Statement of Overriding Considerations: Traffic Intersection Impacts to Corbin Avenue and Prairie Street (A.M. Peak Hour) and Corbin Avenue and Plummer Street (P.M. Peak Hour). Alternatives evaluated in the Environmental Impact Report include: 1. No Project/Rehabilitate Existing Building Alternative; 2. General Plan/Zoning Compliant Alternative; 3. Reduced Density/Reduced Height (594 Residential Units)

70 CPC DA A-7 A Water Supply Assessment was approved by the City of Los Angeles Department of Water and Power (LADWP) pursuant to the State Water Code. The approval of the Water Supply Assessment was issued on September 2, LADWP determined that the project would increase total water demand by an estimated 149 acre-feet annually which falls within the available and projected water supplies for normal, single-dry, and multiple-dry years through the year 2035, consistent with the City s Urban Water Management Plan. PUBLIC COMMUNICATIONS Public Hearing: A Public Hearing was held by the Hearing Officer on April 28, 2015 at the Marvin Braude Municipal Building in Van Nuys. The public hearing was attended by the applicant, representatives of the applicant, a representative from Council District 12, and one member from the Chatsworth Neighborhood Council. There were no members of the public that provided testimony or expressed any concerns over the project. STAFF RECOMMENDATION After thorough consideration of the project s features and design in relation to the existing neighborhood character, proposed entitlements and applicable Community Plan policies, Staff recommends approval of the proposed Development Agreement.

71 CPC DA F-1 FINDINGS Development Agreement Findings pursuant to Government Code Section a. State Government Code Sections through authorize municipalities to enter into binding development agreements with persons having legal or equitable interest in real property for the development of such property. b. The City of Los Angeles ( City ) has adopted rules and regulations establishing procedures and requirements for consideration of development agreements under Citywide Development Agreement Procedures (CF S3). In addition, on November 19, 1992, the City Planning Commission adopted new guidelines for the processing of development agreement applications (CPC No MSC). c. The Applicant has requested that the City consider a Development Agreement by and between the City and MGA North, LLC (CPC DA). The development agreement process was initiated by the Applicant, and all proceedings have been taken in accordance with the City s adopted procedures and requirements. d. Pursuant to Section of the Government Code, the proposed Development Agreement is consistent with the objectives, policies, and programs specified in the City of Los Angeles General Plan, including the Chatsworth-Porter Ranch Community Plan, which is part of the General Plan. 1. The Project will promote economic development and growth by building approximately 1.11 million square feet of new residential, retail, professional and creative office space in the Chatsworth Industrial/Commercial corridor. 2. The Project will provide substantial publically accessible open space and recreational amenities, including public use of an on-site, 20,000 square-foot amphitheater. 3. The Project will provide an MGA Employee Live/Work Incentive Program to assist in the reduction of vehicular trips and commute times. e. The proposed Development Agreement will not be detrimental to the public health, safety and general welfare. Approval of the Development Agreement will promote the public health, safety, and general welfare by promoting economic growth, by conserving resources and promoting sustainable building techniques. f. The proposed Development Agreement vests the Applicant s rights to develop the property as will be delineated in the Environmental Impact Report and the discretionary approvals requested concurrently herewith. Provisions for the early development of the Project and its proposed amenities are specified to occur prior to the issuance of the certificate of occupancy for the final residential building to be constructed on the property. The proposed Development Agreement will promote the orderly development of the Project Site in accordance with good land use practice. As discussed above, the Project is consistent with the applicable policies and provisions of the General Plan, the Chatsworth-Porter Ranch Community Plan, and the LAMC. The proposed Development Agreement provides assurances that the Project will proceed in accordance with all applicable rules, regulations, and conditions, and strengthens the public planning process by encouraging private participation in comprehensive planning and reducing the economic costs of development to the Applicant and the public. The proposed Development Agreement provides assurance of a comprehensive development plan that is consistent with all applicable provisions of the LAMC, and the General Plan, and that therefore is consistent with good land use practice. g- The proposed Development Agreement complies in form and substance with all applicable City and State regulations governing development agreements.

72 CPC DA F-2 h. i. The proposed Development Agreement will provide public benefits not otherwise obtainable, and for which no nexus exists under the Project s forthcoming environmental clearance, that will benefit the surrounding residents of the site and the City as a whole. Based upon the above findings, the proposed Development Agreement is deemed consistent with public necessity, convenience, general welfare and good zoning practice.

73 DEVELOPMENT AGREEMENT by and between THE CITY OF LOS ANGELES and MGA NORTH, LLC dated as of EXHIBIT A

74 RECITALS AGREEMENT DEVELOPMENT AGREEMENT TABLE OF CONTENTS Page 1,2 1. DEFINITIONS u Agreement Applicable Rules CEQA u City City Agency City Council Conditions of Approval Developer Development Agreement Act Discretionary Action Effective Date u Fees General Plan u 1.14 Ministerial Permits and Approvals Mitigation Measures u Parties Party Planning Commission Planning Director Processing Fees Project Project Approvals Property Reserved Powers Term Vesting Tentative Parcel Map , A 4 4 A RECITALS OF PREMISES, PURPOSE AND INTENT State Enabling Statute... City Procedures and Actions City Planning Commission Action City Council Action... Purpose of this Agreement Public Benefits Developer Objectives Mutual Obj ecti ves... Applicability of the Agreement... 4,

75 3. AGREEMENT AND ASSURANCES Agreement and Assurance on the Part of Developer Proj ect Development Timing of Development... Agreement and Assurances on the Part of the City Entitlement to Develop... Consistency in Applicable Rules... Changes in Applicable Rules Non-application of Changes in Applicable Rules Changes in Building and Fire Codes Changes Mandated by Federal or State Law... Subsequent Development Review... Administrative Changes and Modifications... Effective Development Standards... Interim Use Moratoria or Interim Control Ordinances Time Period of Tentative Parcel Map and Project Approvals Processing Fees Timeframes and Staffing for Processing and Review Other Governmental Approvals ANNUAL REVIEW Annual Review... Pre-Determination Procedure Special Review... Planning Director s Determination... Appeal By Developer... Period to Cure Non-Compliance... Failure to Cure Non-Compliance Procedure... Termination or Modification of Agreement... Reimbursement of Costs... City s Rights and Remedies Against Developer DEFAULT PROVISIONS Default by Developer Default Notice of Default Failure to Cure Default Procedures Termination or Modification of Agreement Default by the City Default Notice of Default... No Monetary Damages

76 6. MORTGAGEE RIGHTS Encumbrances on the Property. Mortgagee Protection... Mortgagee Not Obligated... Request for Notice to Mortgage Mortgagee s Time to Cure... Disaffirmation GENERAL PROVISIONS Effective Date... Term... Appeals to City Council... Enforced Delay; Extension of Time of Performance... Dispute Resolution Dispute Resolution Proceedings Arbitration Arbitration Procedures Extension of Term Legal Action Applicable Law... Amendments... Assignment Conditions of Assignment Written Notice of Assignment Required Automatic Assumption of Obligations Liability Upon Assignment Release of Property Owner Release of Property Transferee... Covenants... Cooperation and Implementation Processing... Other Governmental Permits Cooperation in the Event of Legal Challenge Relationship of the Parties... Operating Memoranda... Certificate of Performance Indemnification Obligation to Defend, Indemnify, and Hold Harmless Defending The Project Approvals... Breach of Obligations... Cooperation... Contractual Obligation... Waiver of Right to Challenge... Survival... Preparation of Administrative Record... Deposit ,22.22,23

77 7.11 Notices..., Recordation Constructive Notice and Acceptance Successors and Assignees... Severability... Time of the Essence... Waiver... No Third Party Beneficiaries... 24,24,24.25, Entire Agreement Legal Advice; Neutral Interpretation; Headings, Table of Contents, and Index..., Counterparts,25

78 DEVELOPMENT AGREEMENT This Development Agreement ( Agreement ) is executed this day of, 2015 by and between the CITY OF LOS ANGELES, a municipal corporation ( City ), and MGA North, LLC (the Developer ), pursuant to California Government Code Section et seep, and the implementing procedures of the City, with respect to the following: RECITALS WHEREAS, the City and the Developer recognize that the further development of the subject property, as defined below, will create significant opportunities for economic growth in the City, the Southern California region and California generally; WHEREAS, the Developer wishes to obtain reasonable assurances that the project as defined below may be developed in accordance with the Project Approvals, as defined below, and the terms of this Agreement; WHEREAS, the Developer will implement public benefits above and beyond the necessary mitigation for the Project including benefits and other consideration as noted in Sections and; WHEREAS, this Agreement is necessary to assure the Developer that the Project will not be reduced in density, intensity or use or be subjected to new rules, regulations, ordinances or policies unless otherwise allowed by this Agreement; WHEREAS, by entering into this Agreement, the City is encouraging the development of the project as set forth in this Agreement in accordance with the goals and objectives of the City, while reserving to the City the legislative powers necessary to remain responsible and accountable to its residents; WHEREAS, the Developer owns a 23.6-acre property in the City of Los Angeles located at Prairie Street, generally bounded by Winnetka Avenue on the west, Prairie Street on the north, existing light industrial/corporate office park uses on the east and a Southern Pacific Railroad right-of-way on the north (the Property ). Developer intends to construct a mixed use campus project consisting of light industrial, corporate and creative office, residential and neighborhood serving commercial uses (the Project ) at the Property. The Project would specifically consist of: (1) re-use and rehabilitation of the existing light industrial/office building for the Developer s corporate headquarters, light industrial functions and new creative office tenants, (2) development of 700 dwelling units in four main residential buildings with extensive shared recreational and campus amenities, and (3) approximately 11,000 square feet of ancillary, campus and neighborhood serving retail and 3,000 square feet of restaurant uses. The Project totals 1,212,515 million total square feet of floor area and 1,467 parking spaces would be provided in on-site structures. The maximum building height of the Project is 85-feet. 1

79 WHEREAS, for the foregoing reasons, the Parties desire to enter into a development agreement for the Project pursuant to the Development Agreement Act, as defined below, and the City s charter powers upon the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Act, as it applies to the City, and in consideration of the mutual promises and covenants herein contained and other valuable consideration the receipt and adequacy of which the Parties hereby acknowledge, the Parties agree as follows: 1. DEFINITIONS For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context of this Agreement otherwise requires, the following words and phrases shall be defined as set forth below:: 1.1 Agreement means this Development Agreement. 1.2 Applicable Rules means the rules, regulations, fees, ordinances and official policies of the City in force as of the Effective Date of this Agreement governing the use and development of real property and which, among other matters, govern the permitted uses of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, parking requirements, setbacks, development standards, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction guidelines, standards and specifications applicable to the development of the Property. Notwithstanding the language of this Section or any other language in this Agreement, all specifications, standards and policies regarding the design and construction of buildings and development projects, if any, shall be those that are in effect at the time the project plans are being processed for approval and/or under construction. 1.3 Assignment Agreement means an agreement entered into by the Developer to transfer in whole or in part the rights and obligations of Developer under this Agreement to a third party transferee. 1.4 CEQA means the California Environmental Quality Act (Cal. Public Resources Code Sections et seq.) and the State CEQA Guidelines (Cal. Code of Regs., Title 14, Sections et seq.). 1.5 City means the City of Los Angeles, a charter city and municipal corporation. 1.6 City Agency means each and every agency, department, board, commission, authority, employee, and/or official acting under the authority of the City, including without limitation the City Council and the Planning Commission. 1.7 City Attorney means the legal counsel for the City. 2

80 1.8 City Council means the City Council of the City and the legislative body of the City pursuant to Section of the California Government Code (Development Agreement Act). 1.9 Conditions of Approval means the Conditions of Approval for the Project, including, but not limited to, any conditions associated with the Project Approvals, including, without limitation, those attached hereto as Exhibit B, Conditions of Approval Agreement. Days means calendar days as opposed to working days. Developer has the meaning as described in the opening paragraph of this 1.12 Development Agreement Act means Article 2.5 of Chapter 4 of Division 1 of Title 7 (Sections through ) of the California Government Code Discretionary Action means an action which requires the exercise of judgment, deliberation or a decision on the part of the City and/or any City Agency, in the process of approving or disapproving a particular activity, as distinguished from Ministerial Permits and Approvals and any other activity which merely requires the City and/or any City Agency to determine whether there has been compliance with statutes, ordinances or regulations Effective Date has the meaning set forth in Section 7.1 below. General Plan means the General Plan of the City Ministerial Permits and Approvals means the permits, approvals, plans, inspections, certificates, documents, licenses, and all other actions required to be taken by the City in order for Developer to implement, develop and construct the Project and the Mitigation Measures, including without limitation, building permits, foundation permits, public works permits, grading permits, stockpile permits, encroachment permits, and other similar permits and approvals which are required by the Los Angeles Municipal Code and project plans and other actions required by the Project Approvals to implement the Project and the Mitigation Measures. Ministerial Permits and Approvals shall not include any Discretionary Actions Mitigation Measures means the mitigation measures described in the Environmental Impact Report ( EIR ) certified on and in the Mitigation Monitoring Program for the Project which is attached hereto as Exhibit C, Mitigation Monitoring Program Parties means collectively the Developer and the City. Party means any one of the Developer or the City Planning Commission means the City Planning Commission and the planning agency of the City pursuant to Section of the California Government Code (Development Agreement Act) Planning Director means the Planning Director for the City. 3

81 1.22 Processing Fees means all processing fees and charges required by the City or any City Agency including, but not limited to, fees for land use applications, project permits, building applications, building permits, grading permits, encroachment permits, tract or parcel maps, lot line adjustments, air right lots, street vacations and certificates of occupancy which are necessary to accomplish the intent and purpose of this Agreement. Expressly exempted from Processing Fees are all linkage fees or exactions which may be imposed by the City on development projects pursuant to laws enacted after the Effective Date of this Agreement, except as specifically provided for in this Agreement. Processing Fees include those linkage fees, and exactions which are in effect as of the date the Vesting Tentative Tract Map # was deemed complete pursuant to California Government Code Section 65943, the amounts of which are subject to ongoing annual increases which shall be calculated at time of payment. The amount of the Processing Fees to be applied in connection with the development of the Project shall be the amount which is in effect on a City-wide basis at the time an application for the City action is made, unless an alternative amount is established by the City in a subsequent agreement Project means construction of a mixed use campus project consisting of light industrial, corporate and creative office, residential and neighborhood serving commercial uses at the Property. The Project would specifically consist of: (1) re-use and rehabilitation of the existing light industrial/office building for the Developer s corporate headquarters, light industrial functions and new creative office tenants, (2) development of 700 rental housing units in four main residential buildings with extensive shared recreational and campus amenities, and (3) approximately 11,000 square feet of ancillary, campus and neighborhood serving retail and 3,000 square feet of restaurant uses. The Project totals 1,212,515 million total square feet of floor area and 1,467 parking spaces would be provided in on-site structures. The maximum building height of the Project is 85-feet Project Approvals means those Discretionary Actions authorizing the Project which have been approved by the City on or before the Effective Date (irrespective of their respective effective dates) including, but not limited, to: (1) a General Plan Amendment to revise the land use designation in the Chatsworth-Porter Ranch Community Plan from Industrial- Light to Industrial-Limited, (2) zone change from MR2-1 and P-1 to CM-1 across the entire Property, (3) Vesting Tentative Tract Map No., (4) Conditional Use Permits to authorize: (i) an onsite child care facility in the CM zone, and (ii) the sale of alcoholic beverages and (5) Site Plan Review Property has the meaning in the recitals above and as fully described in the legal description attached as Exhibit A Agreement. Property Owner has the meaning as described in the opening paragraph of the 1.27 Reserved Powers means the rights and authority excepted from this Agreement s restrictions on the City s police powers and which are instead reserved to the City. The Reserved Powers include the powers to enact regulations or take future Discretionary Actions after the Effective Date of this Agreement that may be in conflict with the Applicable Rules and Project Approvals, but: (1) are necessary to protect the public health and safety, and are generally applicable on a City-wide basis (except in the event of natural disasters as found by 4

82 the City Council such as floods, earthquakes and similar acts of God); (2) are amendments to the Los Angeles Building or Fire Codes regarding the construction, engineering and design standards for private and public improvements and which are (a) necessary to the health and safety of the residents of the City, and (b) are generally applicable on a Citywide basis (except in the event of natural disasters as found by the Mayor or City Council such as floods, earthquakes, and similar acts of God); (3) are necessary to comply with state or federal laws and regulations (whether enacted previous or subsequent to the Effective Date of this Agreement) as provided in Section or; (4) constitute Processing Fees and charges imposed or required by the City to cover its actual costs in processing applications, permit requests and approvals of the Project or in monitoring compliance with permits issued or approvals granted for the performance of any conditions imposed on the Project, unless otherwise waived by the City Term means the period of time for which this Agreement shall be effective in accordance with Section 7.2 hereof Transferee means a third party that has entered into an Assignment Agreement with Developer 'Vesting Tentative Tract Map means Vesting Tentative Tract Map No. approved by the City on and which became final on. 2. RECITALS OF PREMISES, PURPOSE AND INTENT 2.1 State Enabling Statute. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. Section of the Development Agreement Act expressly provides as follows: The Legislature finds and declares that: (a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and a commitment to comprehensive planning which would make maximum efficient utilization of resources at the least economic cost to the public. (b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic cost of development. 5

83 Notwithstanding the foregoing, to ensure that the City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, the City: (1) accepts restraints on its police powers contained in development agreements only to the extent and for the duration required to achieve the mutual objectives of the parties; and (2) to offset such restraints, seeks public benefits which go beyond those obtained by traditional City controls and conditions imposed on development project applications. 2.2 City Procedures and Actions City Planning Commission Action. The City Planning Commission held a duly noticed public hearing and recommended approval of this Agreement on _by wav of Planning Commission Resolution No City Council Certification of the EIR. The City Council,after on conducting a duly-noticed public hearing, certified the EIR for the Project City Council Action. The City Council on, after conducting a duly-noticed public hearing, adopted Ordinance No., to become effective on the thirty-first day after its adoption, found that its provisions are consistent with the City s General Plan and the Los Angeles Municipal Code, and authorized the execution of this Agreement. 6

84 2.3 Purpose of this Agreement Public Benefits. This Agreement provides assurances that the Public Benefits identified below will be achieved and developed in accordance with the Applicable Rules and Project Approvals and with the terms of this Agreement and subject to the City s Reserved Powers. The Project will provide Public Benefits to the City, including without limitation: (a) Publicallv Accessible Private Open Space: The Project shall provide extensive open space and recreational amenities on the Property that shall be made available for use by the public as a benefit of this Agreement. Specifically, the areas identified as Public Use Areas on Exhibit D, attached to this Agreement shall be open to the public: (i) consistent with the terms and conditions of this Agreement; (ii) solely for pedestrian access to and passive use by the public; and (iii) compatible with Developer s development, use and enjoyment of the Project. No use other than pedestrian access to and passive use of the Public Use Area by the public shall be permitted on the Public Use Area. Between the hours of 10:00 p.m. and 8:00 a.m., Developer may limit or entirely restrict public access and use of the Public Use Area. (b) Public Use of Project Amphitheater: The Project shall include an approximately 20,000 square foot on-site amphitheater as depicted on the Project Plans. The Developer shall make the amphitheater available for use and programming by community organizations based in the Chatsworth area, not to exceed one event per month. The Developer shall work with the Chatsworth Neighborhood Council to identify potential community-based organizations that may be interested in utilizing the facility. (c) Early Development of the Campus Project and Amenities: The Public Use Area identified on Exhibit D shall be fully constructed and improved in accordance with the Project plans and Project Approvals prior to issuance of the certificate of occupancy for the final residential building constructed on the Property. (d) MG A Employee Live/Work Incentive Program: To reduce vehicular trips and associated environmental impacts, Developer shall provide incentives to MGA employees to live on-site within the Project s residential buildings. Incentives shall include, but are not limited to: (i) a thirty (30) day exclusive pre-lease period targeting MGA employees, before the units are marketed to the general public and (ii) one month of free rent for MGA employees who elect to live on-site (the MGA Employee Live/Work Incentive Program ). The MGA Employee Live/Work Incentive Program shall last for the term of this Agreement Developer Objectives. In accordance with the legislative findings set forth in the Development Agreement Act, and with full recognition of the City s policy of judicious restraints on its police powers, the Developer wishes to obtain reasonable assurances that the Project may be developed in accordance with the Applicable Rules and Project Approvals and with the terms of this Agreement and subject to the City s Reserved Powers. In the absence of this Agreement, Developer would have no assurance that it can complete the Project for the uses and to the density and intensity of development set forth in this Agreement 7

85 and the Project Approvals. This Agreement, therefore, is necessary to assure Developer that the Project will not be (1) reduced or otherwise modified in density, intensity or use from what is set forth in the Project Approvals, (2) subjected to new rules, regulations, ordinances or official policies or plans which are not adopted or approved pursuant to the City s Reserved Powers or (3) subjected to delays for reasons other than Citywide health and safety enactments related to critical situations such as, but not limited to, the lack of water availability or sewer or landfill capacity Mutual Objectives. Development of the Project in accordance with this Development Agreement will provide for the orderly development of the Property in accordance with the objectives set forth in the General Plan. Moreover, a development agreement for the Project will eliminate uncertainty in planning for and securing orderly development of the Property, assure installation of necessary improvements, assure attainment of maximum efficient resource utilization within the City at the least economic cost to its citizens and otherwise achieve the goals and purposes for which the Development Agreement Act was enacted. The Parties believe that such orderly development of the Project will provide Public Benefits, as described in Section 2.3.1, to the City through the imposition of development standards and requirements under this Agreement, including without limitation: increased tax revenues, installation of on-site and off-site improvements, creation and retention of jobs, and development of an aesthetically attractive mixed use campus Project. Additionally, although development of the Project in accordance with this Agreement will restrain the City s land use or other relevant police powers, this Agreement provides the City with sufficient reserved powers during the Term hereof to remain responsible and accountable to its residents. In exchange for these and other benefits to City, the Developer will receive assurance that the Project may be developed during the Term of this Agreement in accordance with the Applicable Rules, Project Approvals and Reserved Powers, subject to the terms and conditions of this Agreement. 2.4 Applicability of the Agreement. This Agreement does not: (1) grant height, density or intensity in excess of that otherwise established in the Applicable Rules and Project Approvals; (2) eliminate future Discretionary Actions relating to the Project if applications requiring such Discretionary Action are initiated and submitted by the owner of the Property after the Effective Date of this Agreement; (3) guarantee that Developer will receive any profits from the Project; (4) prohibit the Project s participation in any benefit assessment district that is generally applicable to surrounding properties; (5) amend the City s General Plan, or (6) amend the City of Los Angeles Zoning Ordinance. This Agreement has a fixed Term. Furthermore, in any subsequent actions applicable to the Property, the City may apply such new rules, regulations and official policies as are contained in its Reserved Powers. 3. AGREEMENT AND ASSURANCES 3.1 Agreement and Assurance on the Part of Developer. In consideration for the City entering into this Agreement, and as an inducement for the City to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the promises, purposes and intentions set forth in Section 2.3 of this Agreement, Developer hereby agrees as follows: 8

86 Project Development. Developer agrees that it will use commercially reasonable efforts, in accordance with its own business judgment and taking into account market conditions and economic considerations, to undertake development of the Project in accordance with the terms and conditions of this Agreement, including the Applicable Rules and the Project Approvals Timing of Development. The parties acknowledge that Developer cannot at this time predict when or at what rate the Property would be developed. Such decisions depend upon numerous factors which are not all within the control of Developer, such as market orientation and demand, availability of financing, interest rates and competition. Developer may therefore construct the Project in either a single phase or multiple phases (lasting any duration of time) within the Term of this Agreement. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo. 37 Cal. 3d 465 (1984), that the failure of the parties therein to provide for the timing of development permitted a later adopted initiative restricting the timing of development and controlling the Parties agreement, Developer and the City do hereby acknowledge that Developer has the right to develop the Project in an order and at a rate and times as Developer deems appropriate within the exercise of its sole and subjective business judgment. The City acknowledges that this right is consistent with the intent, purpose and understanding of the Parties to this Agreement. 3.2 Agreement and Assurances on the Part of the City. In consideration for Developer entering into this Agreement, and as an inducement for Developer to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the promises, purposes and intentions set forth in Section 2.3 of this Agreement, the City hereby agrees as follows: Entitlement to Develop. Developer has the vested right to develop the Project subject to the terms and conditions of this Agreement, the Applicable Rules, Project Approvals and the Reserved Powers. Developer s vested rights under this Agreement shall include, without limitation, the right to remodel, renovate, rehabilitate, rebuild or replace the Project or any portion thereof throughout the applicable Term for any reason, including, without limitation, in the event of damage, destruction or obsolescence of the Project or any portion thereof, subject to the Applicable Rules, Project Approvals and Reserved Powers. To the extent that all or any portion of the Project is remodeled, renovated, rehabilitated, rebuilt or replaced, Developer may locate that portion of the Project at any other location of the Property, subject to the requirements of the Project Approvals, the Applicable Rules, and the Reserved Powers Consistency in Applicable Rules. Based upon all information made available to the City up to or concurrently with the execution of this Agreement, the City finds and certifies that no Applicable Rules prohibit, prevent or encumber the full completion and occupancy of the Project in accordance with the uses, intensities, densities, designs and heights, permitted demolition, and other development entitlements incorporated and agreed to herein and in the Project Approvals Changes in Applicable Rules. 9

87 Non-application of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in any applicable general plan, zoning or building regulation, adopted or becoming effective after the Effective Date of this Agreement, including, without limitation, any such change by means of ordinance including but not limited to adoption of a specific plan or overlay zone, City Charter amendment, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City, the Mayor, City Council, Planning Commission, any City Agency, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict in any way with the Applicable Rules, Project Approvals, or this Agreement, shall not be applied to the Project unless such changes represent an exercise of the City s Reserved Powers, or are otherwise agreed to in this Agreement. Notwithstanding the foregoing, Developer may, in its sole discretion, give the City written notice of its election to have any subsequent change in the Applicable Rules applied to some portion or all of the Property as it may own, in which case such subsequent changes in the Applicable Rules shall be deemed to be contained within the Applicable Rules insofar as that portion of the Property is concerned. In the event of any conflict or inconsistency between this Agreement and the Applicable Rules, the provisions of this Agreement shall control Changes in Building and Fire Codes. Notwithstanding any provision of this Agreement to the contrary, development of the Project shall be subject to changes which may occur from time to time in the California Building Code and other uniform construction codes. In addition, development of the Project shall be subject to any changes occurring from time to time in the Los Angeles Municipal Code regarding the construction, engineering and design standards for both public and private improvements provided that these changes are (1) necessary to the health and safety of the residents of the City, and (2) are generally applicable on a Citywide basis (except in the event of natural disasters as found by the Mayor or City Council, such as floods, earthquakes and similar disasters) Changes Mandated by Federal or State Law. This Agreement shall not preclude the application to the Project of changes in, or additions to, the Applicable Rules, including rules, regulations, ordinances and official policies, to the extent that such changes or additions are mandated to be applied to developments such as this Project by state or federal regulations, pursuant to the Reserved Powers. In the event state or federal laws or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations Subsequent Development Review. The City shall not require Developer to obtain any approvals or permits for the development of the Project in accordance with this Agreement other than those permits or approvals which are required by the Reserved Powers and/or the Project Approvals. Any subsequent Discretionary Action initiated by Developer which substantially changes the entitlements allowed under the Project Approvals, shall be subject to rules, regulations, ordinances and official policies of the City then in effect. A substantial change to the entitlements allowed under the Project Approvals that would require subsequent Discretionary Action(s) include: (a) a net increase in the amount of Project square footage, building heights and/or expansion of building footprints, and/or (b) a reduction in the 10

88 number of automobile parking spaces identified in the Project Approvals (collectively referred to as Substantial Project Changes ). The parties agree that this Agreement does not modify, alter or change the City s obligations pursuant to CEQA and acknowledge that future Discretionary Actions may require additional environmental review pursuant to CEQA. In the event that additional environmental review is required by CEQA, the City agrees to utilize tiered environmental documents to the fullest extent permitted by law, as determined by the City, and as provided in California Public Resources Code Sections and Administrative Changes and Modifications. The Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the Parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement and Project Approvals. If and when the Parties find that Substantially Conforming Changes, as herein defined, are necessary or appropriate, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative modifications approved by the Parties. As used herein, Substantially Conforming Changes are changes, modifications or adjustments that are substantially consistent with the Project Approvals, and do not constitute Substantial Project Changes as defined in Section of this Agreement. Such Substantially Conforming Changes would not be considered Discretionary Actions, and would therefore not require a public hearing Effective Development Standards. The City agrees that it is bound to permit the uses, intensity of use and density on this Property which are permitted by this Agreement and the Project Approvals, insofar as this Agreement and the Project Approvals so provide or as otherwise set forth in the Applicable Rules or the Reserved Powers. In the event of any inconsistency between this Agreement and the Applicable Rules, this Agreement shall control Interim Use. The City agrees that Developer may use the Property during the term of this Agreement for any use which is otherwise permitted by the applicable zoning regulations and the General Plan in effect at the time of the interim use and for a use which does not require a new or additional Discretionary Action from the City, except as expressly provided in this Development Agreement, or pursuant to any approvals, permits, other agreements between the City and Developer, or other entitlements previously granted and in effect as of the Effective Date. Developer shall seek the City s approval of any interim use requiring Discretionary Action Moratoria or Interim Control Ordinances. In the event an ordinance, resolution, policy, or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates directly or indirectly to the Project or to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property, City agrees that such ordinance, resolution or other measure shall not apply to the Property or this Agreement, unless such changes: (1) are found by the City to be necessary to the public health and safety of the residents of the City, (2) are generally applicable on a Citywide basis except in the event of natural disasters as found by the Mayor or the City Council, such as floods, earthquakes and similar disasters and (3) are necessary to comply with state or federal 11

89 laws and regulations (whether enacted previous or subsequent to the Effective Date of this Agreement) as provided in Section Time Period of Vesting Tentative Parcel Map and Project Approvals. The City acknowledges that the construction of the Project may be subject to unavoidable delays due to the factors outside the Developer s control. Pursuant to California Government Code Sections (a), and any other applicable provision of the Subdivision Map Act, the City agrees that the duration of the Vesting Tentative Tract Map and any new tract map or subdivision approval which is consistent with the Project Approvals, shall automatically be extended for the Term of this Agreement. The City further agrees that the duration of the Project Approvals shall automatically be extended for the Term of this Agreement Processing Fees. Developer shall pay all Processing Fees for Ministerial Permits and Approvals in the amount in effect when such Ministerial Permit and Approvals are sought Timeframes and Staffing for Processing and Review. The City agrees that expeditious processing of Ministerial Permits and Approvals and Discretionary Actions, if any, and any other approvals or actions required for the Project are critical to the implementation of the Project. In recognition of the importance of timely processing and review of Ministerial Permits and Approvals, the City agrees to work with Developer to establish time frames for processing and reviewing such Ministerial Permits and Approvals and to comply with timeframes established in the Project Approvals. The City agrees to expedite all Ministerial Permits and Approvals and Discretionary Actions requested by Developer to the extent practicable, if any. Developer agrees to pay any applicable fee for expedited review and processing time Other Governmental Approvals. Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with the provisions of this Agreement from other governmental or quasi-govemmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with Developer in its endeavors to obtain such permits and approvals. Each Party shall take all reasonable actions, and execute, with acknowledgment or affidavit, if required, any and all documents and writings that may be reasonably necessary or proper to achieve the purposes and objectives of this Agreement. 4. ANNUAL REVIEW 4.1 Annual Review. During the Term of this Agreement, the City shall review annually Developer s good faith compliance with this Agreement by Developer and/or any Transferee. This periodic review shall be limited in scope to good faith compliance with the provisions of this Agreement as provided in the Development Agreement Act and Property Owner, and/or any Transferee shall have the burden of demonstrating such good faith compliance relating solely to such parties portion of the Property and any development located thereon. The Annual Review shall be in the form of an Annual Report prepared and submitted by the Planning Director. The Report shall include: the number, type and square footage of and the status of the Project; the total number of parking spaces developed; provisions for open 12

90 space; status of activities relating to streetscape improvements; summary of performance of Property Owner s obligations. 4.2 Pre-Determination Procedure. Submission by Developer, and/or Transferee, of evidence of compliance with this Agreement, in a form which the Planning Director may reasonably establish, shall be made in writing and transmitted to the Planning Director not later than thirty (30) days prior to the yearly anniversary of the Effective Date. If the public has comments regarding compliance, such comments must be submitted to the Planning Director at least thirty (30) days prior to the yearly anniversary of the Effective Date. All such public comments and final staff reports shall, upon receipt by the City, be made available as soon as possible to Developer and/or any Transferees Special Review. The City may order a special review of compliance with this Agreement upon reasonable evidence of material non-compliance with the terms of this Agreement. 4.3 Planning Director s Determination. On or before the yearly anniversary of the Effective Date of the Agreement, the Planning Director shall make a determination regarding whether or not Developer has complied in good faith with the provisions and conditions of this Agreement. This determination shall be made in writing with reasonable specificity, and a copy of the determination shall be provided to Developer or Transferee in the manner prescribed in Section Appeal by Developer. In the event the Planning Director makes a finding and determination of non-compliance, Developer, and/or any Transferee as the case may be, shall be entitled to appeal that determination to the Planning Commission within twenty five days from the Planning Director s decision. After a public hearing on the appeal, the Planning Commission within twenty five days shall make written findings and determinations, on the basis of substantial evidence, whether or not Developer, and/or any Transferee as the case may be, has complied in good faith with the provisions and conditions of this Agreement. A finding and determination of compliance by the Planning Commission shall be final and effective. Nothing in this Agreement shall be construed as modifying or abrogating the Los Angeles City Charter. 4.5 Period to Cure Non-Compliance. If, as a result of this Annual Review procedure, it is found and determined by the Planning Director or the Planning Commission on appeal, that Developer and/or any Transferee, as the case may be, has not complied in good faith with the provisions and conditions of this Agreement, the City, after denial of any appeal or, where no appeal is taken, after the expiration of the appeal period described in Section 4.4, shall submit to Developer, by registered or certified mail, return receipt requested, a written notice of non-compliance in the manner prescribed in Section 7.11, stating with specificity those obligations of Developer which have not been performed. Upon receipt of the notice of noncompliance, Developer and/or any Transferee, as the case may be, shall promptly commence to cure the identified items of non-compliance at the earliest reasonable time after receipt of the notice of non-compliance and shall complete the cure of such items of non-compliance not later than sixty (60) days after receipt of the notice of non-compliance, or such longer period as is reasonably necessary to remedy such items of non-compliance, by mutual consent of the City 13

91 and Developer provided that Developer shall continuously and diligently pursue the remedy at all times until the item of non-compliance is cured. 4.6 Failure to Cure Non-Compliance Procedure. If the Planning Director finds and determines that Developer or a Transferee has not cured an item of non-compliance pursuant to this Section, and that the City intends to terminate or modify this Agreement or those transferred or assigned rights and obligations, as the case may be, the Planning Director shall make a report to the Planning Commission. The Planning Director shall then set a date for a public hearing before the Planning Commission in accordance with the notice and hearing requirements of Government Code Sections and If after such public hearing, the Planning Commission finds and determines, on the basis of substantial evidence, that (i) Developer, or its Transferee has not cured a default pursuant to this Section, and (ii) that the City may terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, the finding and determination shall be appealable to the City Council in accordance with Section 7.3 hereof. In the event of a finding and determination of compliance, there shall be no appeal by any person or entity. Nothing in this Section or this Agreement shall be construed as modifying or abrogating the Los Angeles City Charter. 4.7 Termination or Modification of Agreement. The City may terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, after a finding or determination of noncompliance by the City Council or, where no appeal is taken, after the expiration of the appeal periods described in Section 7.3. There shall be no modifications of this Agreement unless the City Council acts pursuant to Government Code Sections and 65868, irrespective of whether an appeal is taken as provided in Section Reimbursement of Costs. Developer shall reimburse the City for its actual costs, reasonably and necessarily incurred, to accomplish the required annual review. 4.9 City s Rights and Remedies Against Developer. The City s rights in Section 4 of this Agreement relating to compliance with this Agreement by Developer shall be limited to only those rights and obligations assumed by Developer under this Agreement and as expressly set forth in the applicable Assignment Agreement authorized by Section 7.7 of this Agreement. 5. DEFAULT PROVISIONS 5.1 Default by Developer Default. In the event Developer or a Transferee of any portion of the Property fails to perform its obligations under this Agreement applicable to its portion of the Property as specified in the applicable Assignment Agreement, in a timely manner and in compliance pursuant to Section 4 of this Agreement, the City shall have all rights and remedies provided for in this Agreement, including without limitation, modifying or terminating this Agreement, shall relate exclusively to the defaulting Party and such defaulting Party s portion of the Property, provided that the City has first complied with all applicable notice and opportunity to cure provisions in Section and given notice as provided in Section 7.11 hereof, and provided further that Developer may appeal such declaration in the manner provided in, and 14

92 subject to all terms and provisions of, Sections 4.4 and 4.5. In no event shall a default by a Developer or a Transferee of any portion of the Property constitute a default by any nondefaulting Developer or a Transferee with respect to such non-defaulting parties obligations hereunder nor affect such non-defaulting parties rights hereunder, or respective portion of the Property Notice of Default. The City through the Planning Director shall submit to Developer or Transferee, as applicable, by registered or certified mail, return receipt requested, a written notice of default in the manner prescribed in Section 7.11, identifying with specificity those obligations of Developer or Transferee, as applicable, which have not been performed. Upon receipt of the notice of default, Developer or Transferee shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of the default(s) not later than sixty (60) days after receipt of the notice of default, or a longer period as is reasonably necessary to remedy the default(s), provided that Developer or Transferee, as applicable, shall continuously and diligently pursue the remedy at all times until the default(s) is cured. In the case of a dispute as to whether Developer has cured the default, the Parties shall submit the matter to dispute resolution pursuant to Section 7.5 of this Agreement Failure to Cure Default Procedures. If after the cure period has elapsed (Section 4.5), the Planning Director finds and determines that Developer, or its Transferees, successors, and/or assignees, as the case may be, remains in default and that the City intends to terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, the Planning Director shall make a report to the Planning Commission and then set a public hearing before the Commission in accordance with the notice and hearing requirements of Government Code Sections and If after public hearing, the Planning Commission finds and determines, on the basis of substantial evidence, that Developer, or its Transferees, successors, and/or assigns, remains in default and that the City intends to terminate or modify this Agreement, or those transferred or assigned right and obligations, as the case may be, the Developer and its Transferees, successors, and/or assigns, shall be entitled to appeal that finding and determination to the City Council in accordance with Section 7.3. In the event of a finding and determination that all defaults are cured, there shall be no appeal by any person or entity. Nothing in this Section or this Agreement shall be construed as modifying or abrogating the Los Angeles City Charter Termination or Modification of Agreement. The City may terminate or modify this Agreement, or those transferred or assigned rights and obligations, as the case may be, relating solely to the defaulting Developer or Transferee and such defaulting party s portion of the Property after such final determination of the City Council or, where no appeal is taken after the expiration of the appeal periods described in Section 7.3 relating to the defaulting party s rights and obligations. There shall be no termination or modification of this Agreement unless the City Council acts pursuant to Section Default by the City Default. In the event the City defaults under the provisions of this Agreement, Developer and Transferee shall have all rights and remedies provided herein or by 15

93 applicable law, which shall include compelling the specific performance of the City s obligations under this Agreement provided that Developer or Transferee, as the case may be, has first complied with the procedures in Section No part of this Agreement shall be deemed to abrogate or limit any immunities or defenses the City may otherwise have with respect to claims for monetary damages Notice of Default. Developer or Transferee, as the case may be, shall first submit to the City a written notice of default stating with specificity those obligations which have not been performed. Upon receipt of the notice of default, the City shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of such default(s) not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the City shall continuously and diligently pursue the remedy at all times until such default(s) is cured. In the case of a dispute as to whether the City has cured the default, the Parties shall submit the matter to dispute resolution pursuant to Section 7.5 of this Agreement. 5.3 No Monetary Damages. It is acknowledged by the Parties that the City would not have entered into this Agreement if it were liable in monetary damages under or with respect to this Agreement or the application thereof. The Parties agree and recognize that, as a practical matter, it may not be possible to determine an amount of monetary damages which would adequately compensate Developer for its investment of time and financial resources in planning to arrive at the kind, location, intensity of use, and improvements for the Project, nor to calculate the consideration the City would require to enter into this Agreement to justify the exposure. Therefore, the Parties agree that each of the Parties may pursue any remedy at law or equity available for any breach of any provision of this Agreement, except that the Parties shall not be liable in monetary damages and the Parties covenant not to sue for or claim any monetary damages for the breach of any provision of this Agreement. 6. MORTGAGEE RIGHTS 6.1 Encumbrances on the Property. The Parties hereto agree that this Agreement shall not prevent or limit the Developer, from encumbering the Property or any estate or interest therein, portion thereof, or any improvement thereon, in any manner whatsoever by one or more mortgages, deeds of trust, sale and leaseback, or other form of secured financing ( Mortgage ) with respect to the construction, development, use or operation of the Project and parts thereof. The Planning Department acknowledges that the lender(s) providing such Mortgages may require certain Agreement interpretations and modifications and agrees, upon request, from time to time, to meet with the Developer and representatives of such lender(s) to negotiate in good faith any such request for interpretation or modification. The Planning Department will not unreasonably withhold, delay or condition its consent to any such requested interpretation or modification, provided such interpretation or modification is consistent with the intent and purposes of this Agreement. 6.2 Mortgagee Protection. To the extent legally permissible, this Agreement shall be superior and senior to any lien placed upon the Property, or any portion thereof, including the lien of any Mortgage. Notwithstanding the foregoing, no breach of this Agreement shall defeat, 16

94 render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. Any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by the holder of a Mortgage (a Mortgagee ), pursuant to foreclosure, trustee s sale, deed in lieu of foreclosure, lease or sublease termination or otherwise, shall be subject to all of the terms and conditions of this Agreement except that any such Mortgagee, including its affiliate, who takes title to the Property or any portion thereof shall be entitled to the benefits arising under this Agreement. 6.3 Mortgagee Not Obligated. Notwithstanding the provisions of this Section 6, Mortgagee will not have any obligation or duty pursuant to the terms set forth in this Agreement to perform the obligations of the Developer or other affirmative covenants of the Developer hereunder, or to guarantee such performance, except that the Mortgagee and its successor shall have no vested right to develop the Project without fully complying with the terms of this Agreement and executing and delivering to the City, in a form and with terms reasonably acceptable to the City, an assumption agreement of Developer s obligations hereunder. 6.4 Request for Notice to Mortgage. The Mortgagee of any Mortgage or deed of trust encumbering the Property, or any part or interest thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices shall be entitled to receive written notification from the City of any notice of non-compliance by Developer in the performance of Developer s obligations under this Agreement. 6.5 Mortgagee s Time to Cure. If the City timely receives a written request from a Mortgagee requesting a copy of any notice of non-compliance given to Developer under the terms of this Agreement, the City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of non-compliance to Developer. The Mortgagee shall have the right, but not the obligation, to cure the non-compliance for a period of sixty (60) days after the Mortgagee receives written notice of non-compliance, or any longer period as is reasonably necessary, not to exceed 120 days, to remedy such items of non-compliance, by mutual consent of the City and the Mortgagee provided that Mortgagee shall continuously and diligently pursue the remedy at all times until the item of non-compliance is cured. 6.6 Disaffirmation. If this Agreement is terminated as to any portion of the Property by reason of (i) any default or (ii) as a result of a bankruptcy proceeding, or if this Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property, the City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a new development agreement for the Project as to such portion of the Property with the most senior Mortgagee requesting such new agreement. This Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section. 7. GENERAL PROVISIONS 7.1 Effective Date. This Agreement shall be effective, and the obligations of the Parties hereunder shall be effective on, 2015, which is the date that Ordinance No. took effect. 17

95 7.2 Term. The Term of this Agreement shall commence on the Effective Date and shall extend for a period of fifteen (15) years after the Effective Date, unless said Term is otherwise terminated, modified or extended by circumstances set forth in this Agreement or by mutual consent of the Parties hereto. Following the expiration of this Term, this Agreement shall terminate and be of no further force and effect; provided, however, that this termination shall not affect any right or duty arising from entitlements or approvals, including the Project Approvals on the Property, approved concurrently with, or subsequent to, the Effective Date of this Agreement. The Term of this Agreement shall automatically be extended for the period of time of any actual delay resulting from any enactments pursuant to the Reserved Powers or moratoria, or from legal actions or appeals which enjoin performance under this Agreement or act to stay performance under this Agreement (other than bankruptcy or similar procedures), or from any actions pursuant to Section 7.5 (Dispute Resolution), or from any litigation related to the Project or Project Approvals, this Agreement or the Property. 7.3 Appeals to City Council. Where an appeal by Developer or its Transferees, as the case may be, to the City Council from a finding and/or determination of the Planning Commission is created by this Agreement, such appeal shall be taken, if at all, within fourteen (14) days after the mailing of such finding and/or determination to Developer, or its successors, transferees, and/or assignees, as the case may be. The City Council shall act upon the finding and/or determination of the Planning Commission eighty (80) days after such mailing, or within such additional period as may be agreed upon by the Developer or its Transferees, as the case may be, and the City Council. The failure of the City Council to act shall not be deemed to be a denial or approval of the appeal, which shall remain pending until final City Council action. 7.4 Enforced Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, whenever a period of time, including a reasonable period of time, is designated within which either Party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days during which such Party is actually prevented from, or is unreasonably interfered with, the doing or completion of such act, matter or thing because of causes beyond the reasonable control of the Party to be excused, including: war; insurrection; riots; floods; earthquakes; fires; casualties; acts of God; litigation and administrative proceedings against the Project (not including any administrative proceedings contemplated by this Agreement in the normal course of affairs (such as the Annual Review)); any approval required by the City (not including any period of time normally expected for the processing of such approvals in the ordinary course of affairs); restrictions imposed or mandated by other governmental entities; enactment of conflicting state or federal laws or regulations; judicial decisions; the exercise of the City s Reserved Powers; or similar bases for excused performance which are not within the reasonable control of the party to be excused (financial inability excepted). This Section shall not be applicable to any proceedings with respect to bankruptcy or receivership initiated by or on behalf of Developer or, if not dismissed within ninety (90) days, by any third parties against Developer. If written notice of such delay is given to either party within thirty (30) days of the commencement of such delay, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon. 7.5 Dispute Resolution. 18

96 7.5.1 Dispute Resolution Proceedings. The parties may agree to dispute resolution proceedings to fairly and expeditiously resolve disputes or questions of interpretation under this Agreement. These dispute resolution proceedings may include: (a) procedures developed by the City for expeditious interpretation of questions arising under development agreements; or (b) any other manner of dispute resolution which is mutually agreed upon by the parties Arbitration. Any dispute between the parties that is to be resolved by arbitration shall be settled and decided by arbitration conducted by an arbitrator who must be a former judge of the Los Angeles County Superior Court or Appellate Justice of the Second District Court of Appeals or the California Supreme Court. This arbitrator shall be selected by mutual agreement of the parties Arbitration Procedures. Upon appointment of the arbitrator, the matter shall be set for arbitration at a time not less than thirty (30) nor more than ninety (90) days from the effective date of the appointment of the arbitrator. The arbitration shall be conducted under the procedures set forth in Code of Civil Procedure Section 638, et seq., or under such other procedures as are agreeable to both parties, except that provisions of the California Code of Civil Procedure pertaining to discovery and the provisions of the California Evidence Code shall be applicable to such proceeding Extension of Term. The Term of this Agreement as set forth in Section 7.2 shall automatically be extended for the period of time in which the parties are engaged in dispute resolution to the degree that such extension of the Term is reasonably required because activities which would have been completed prior to the expiration of the Term are delayed beyond the scheduled expiration of the Term as the result of such dispute resolution Legal Action. Either Party may, in addition to any other rights or remedies, institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation, or enforce by specific performance the obligations and rights of the Parties hereto. Notwithstanding the above, the City s right to seek specific performance shall be specifically limited to compelling Developer to complete, demolish or make safe any particular improvement(s) on public lands which is required as a Mitigation Measure or Condition of Approval. Developer shall have no liability (other than the potential termination of this Agreement) if the contemplated development fails to occur Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, and the venue for any legal actions brought by any party with respect to this Agreement shall be the County of Los Angeles, State of California for state actions and the Central District of California for any federal actions. 7.6 Amendments. This Agreement may be amended from time to time by mutual consent in writing of the parties to this Agreement in accordance with Government Code Section 65868, and any Transferee of the Property or any portion thereof. Any amendment to this Agreement which relates to the Term, permitted uses, substantial increase in the density or intensity of use, and is not considered a Substantially Conforming Change (as defined in Section 19

97 3.2.5 of this Agreement), shall require notice and public hearing before the parties may execute an amendment thereto. The City hereby agrees to grant priority processing status to any Developer initiated request(s) to amend this Agreement. The City will use all reasonable and good faith efforts to schedule any noticed public hearings required to amend this Agreement before the Planning Commission and/or City Council as soon as practicable. Developer, or a Transferee as applicable, shall reimburse the City for its actual costs, reasonably and necessarily incurred, to review any amendments requested by Developer or a Transferee, including the cost of any public hearings. 7.7 Assignment. The Property, as well as the rights and obligations of Developer under this Agreement, may be transferred or assigned in whole or in part by Developer to a Transferee without the consent of the City, subject to the conditions set forth below in Sections and Upon such assignment the assignor shall be released from the obligations so assigned Conditions of Assignment. No such assignment shall be valid until and unless the following occur: Written Notice of Assignment Required. Developer, or any successor transferor, gives prior written notice to the City of its intention to assign or transfer any of its interests, rights or obligations under this Agreement and a complete disclosure of the identity of the assignee or Transferee, including copies of the Articles of incorporation in the case of corporations and the names of individual partners in the case of partnerships. Any failure by Developer or any successor transferor to provide the notice shall be curable in accordance with the provisions in Section Automatic Assumption of Obligations. Unless otherwise stated elsewhere in this Agreement to the contrary, a Transferee of Property or any portion thereof expressly and unconditionally assumes all of the rights and obligations of this Agreement transferred or assigned by Property Owner and which are expressly set forth in the applicable Assignment Agreement Liability Upon Assignment. Each Transferee of any portion of the Property shall be solely and only liable for performance of such Transferee s obligations applicable to its portion of the Property under this Agreement as specified in the applicable Assignment Agreement. Upon the assignment or transfer of any portion of the Property together with any obligations assignable under this Agreement, the Transferee shall become solely and only liable for the performance of those assigned or transferred obligations so assumed and shall have the rights of a Developer under this Agreement; which such rights and obligations shall be set forth specifically in the Assignment Agreement, executed by the transferring Developer, and the Transferee, as of the date of such transfer, assignment or conveyance of the applicable portion of the Property. The failure of a Transferee of any portion of the Property to perform such Developer s obligations set forth in the applicable Assignment Agreement may result, at the City s option, in a declaration that this Agreement has been breached and the City may, but shall not be obligated to, exercise its rights and remedies under this Agreement solely as it relates to the defaulting Transferee s portion of the Property as provided for in Section 5.1 hereof, subject to such defaulting Transferee s right to notice and opportunity to cure the default in accordance 20

98 with provisions of Section 5.1 hereof. Any partial termination of this Agreement as it relates to that Transferee s holding is severable from the entire Agreement, and shall not affect the remaining entirety of the Agreement Release of Property Owner. With respect to a transfer and assignment of all or a portion of Developer s interest in the Property and the related rights and obligations hereunder, upon the effective date of any such transfer and assignment, as evidenced by the execution of an Assignment Agreement pursuant to this Section between Developer and the Transferee and delivery of such Assignment Agreement to the City, Developer shall automatically be released from any further obligations to the City under this Agreement with respect to the Property so transferred Release of Property Transferee. A Transferee shall not be liable for any obligations to the City under this Agreement relating to any portion of the Property other than that portion transferred to such Transferee, and no default by a Developer under this Agreement with respect to such other portions of the Property shall be deemed a default by such Transferee with respect to the portion of the Property transferred to such Transferee. 7.8 Covenants. The provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property for the benefit thereof, subject to any Assignment Agreement (if applicable) and the burdens and benefits hereof shall bind and inure to the benefit of the Parties hereto and all successors and assigns of the Parties, including any Transferee of Developer. 7.9 Cooperation and Implementation Processing. Upon satisfactory completion by Developer of all required preliminary actions and payment of appropriate Processing Fees, including the fee for processing this Agreement, the Planning Department shall commence and process all required steps necessary for the implementation of this Agreement and development of the Property in accordance with State law and the terms of this Agreement. Developer shall, in a timely manner, provide the Planning Department with all documents, plans, fees and other information necessary for the Planning Department to carry out its processing obligations pursuant to this Agreement Other Governmental Permits. Developer shall apply in a timely manner for such other permits and approvals as may be required from other governmental or quasigovemmental agencies having jurisdiction over the Project as may be required for the development of, or provision of services to the Project. The City shall cooperate with Developer in its endeavors to obtain such permits and approvals. Any fees, assessments, or other amounts payable by the City thereunder shall be borne by Developer or Transferee, as the case may be, except where Developer or Transferee, as the case may be, has notified the City in writing, prior to the City entering into an agreement, that it does not desire for the City to execute an agreement Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties hereby agree to affirmatively cooperate in 21

99 defending said action. Developer and the City agree to cooperate in any legal action seeking specific performance, declaratory relief or injunctive relief, to set court dates at the earliest practicable date(s) and not to cause delay in the prosecution/defense of the action, provided such cooperation shall not require any Party to waive any rights , Relationship of the Parties. It is understood and agreed by the parties hereto that the contractual relationship created between the parties hereunder is that Developer is an independent contractor and not an agent of the City. Further, the City and Developer hereby renounce the existence of any form of agency, joint venture or partnership between them and agree that nothing herein or in any document executed in connection herewith shall be construed as making the City and Developer agents of one another or as joint venturers or partners Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the terms of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by City and Developer, 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 City and the Developer. Operating memoranda are not intended to and cannot constitute an amendment to this Agreement or allow a subsequent Discretionary Action to the Project but are mere ministerial clarifications, therefore public notices and hearings shall not be required. The City Attorney shall be authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 7.6 above. The authority to enter into such operating memoranda is hereby delegated to the City Planning Director (or his or her designee) who is hereby authorized to execute any operating memoranda hereunder without further City action Certificate of Performance. Upon the completion of the Project, or upon performance of this Agreement or its earlier revocation and termination, the City shall provide the Developer, upon the Developer's request, with a statement ( Certificate of Performance ) evidencing said completion or revocation and the release of the Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance shall be signed by the appropriate agents of the Developer and the City and shall be recorded 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 Indemnification Obligation to Defend, Indemnify, and Hold Harmless. Developer hereby agrees to defend, indemnify, and hold harmless the City and its agents, officers, and employees, from any claim, action, or proceeding ( Proceeding ) against the City or its agents, officers, or employees (i) to set aside, void, or annul, all or any part of the Development Agreement or any Project Approval, or (ii) for any damages, personal injury or death which may 22

100 arise, directly or indirectly, from such Developer or such Developer s contractors, subcontractors, agents, or employees operations in connection with the construction of the Project, whether operations be by such Developer or any of such Developer s contractors, subcontractors, by anyone or more persons directly or indirectly employed by, or acting as agent for such Developer or any of such Developer s contractors or subcontractors. In the event that the City, upon being served with a lawsuit or other legal process to set aside, void or annul all or part of any Project Approval, fails to promptly notify Developer in writing of the Proceeding, or fails to cooperate fully in the defense of the Proceeding, Developer shall thereafter be relieved of the obligations imposed in this Section However, if Developer has actual written notice of the Proceeding, it shall not be relieved of the obligations imposed hereunder, notwithstanding the failure of the City to provide prompt written notice of the Proceeding. The City shall be considered to have failed to give prompt written notification of a Proceeding if the City, after being served with a lawsuit or other legal process challenging the Approvals, unreasonably delays in providing written notice thereof to the Developer. As used herein, unreasonably delays shall mean any delay that materially adversely impacts Developer s ability to defend the Proceeding. The obligations imposed in this Section 7.10 shall apply notwithstanding any allegation or determination in the Proceedings that the City acted contrary to applicable laws. Nothing in this Section shall be construed to mean that Developer shall hold the City harmless and/or defend it from any claims arising from, or alleged to arise from, its intentional misconduct or gross negligence in the performance of this Agreement Defending The Project Approvals. The Developer shall have the obligation to timely retain legal counsel to defend against any proceeding to set aside, void, or annul, all or any part of any Project Approval including without limitation a lawsuit to challenge the approval of the Project or this Agreement in violation of CEQA. The City shall have the right if it so chooses, to defend the Proceeding utilizing in-house legal staff, in which case the Developer shall be liable for all reasonable legal costs and fees reasonably incurred by the City, including charges for staff time charged. In the event of a conflict of interest which prevents the Developer s legal counsel from representing the City, and in the event the City does not have the in-house legal resources to defend against the Proceeding, the City shall also have the right to retain outside legal counsel provided that retaining outside legal counsel causes no delays, in which case the Developer shall be liable for all legal costs and fees reasonably incurred by the City. Provided that the Developer is not in breach of the terms of this Section, the City shall not enter into any settlement of the Proceeding which involves modification to any Project Approval or otherwise results in the Developer incurring liabilities or other obligations, without the consent of the Developer Breach of Obligations. Actions constituting a breach of the obligations imposed in this Section 7.10 shall include, but not be limited to: (i) the failure to timely retain qualified legal counsel to defend against the Proceedings; (ii) the failure to promptly pay the City for any attorneys fees or other legal costs for which the City is liable pursuant to a judgment or settlement agreement in the Proceeding seeking to set aside, void or annul all or part of any Project Approval; or (iii) the breach of any other obligation imposed in this Section 7.10, in each case after written notice from the City and a reasonable period of time in which to cure the breach, not to exceed thirty-days. For purposes of this Section 7.10, Developer shall be considered to have failed to timely retain qualified legal counsel if such counsel is not retained within thirty (30) days following the City s provision of the notice of Proceedings to Developer 23

101 required hereunder. In the event that Developer breaches the obligations imposed in this Section 7.10, the City shall have no obligation to defend against the Proceedings, and by not defending against the Proceedings, the City shall not be considered to have waived any rights in this Section Cooperation. The City shall cooperate with Developer in the defense of the Proceeding, provided, however, that such obligation of the City to cooperate in its defense shall not require the City to (i) assert a position in its defense of the Proceeding which it has determined, in its sole discretion, has no substantial merit; (ii) advocate in its defense of the Proceeding legal theories which it has determined, in its sole discretion, lack substantial merit; or (iii) advocate in its defense of the Proceeding legal theories which it has determined, in its sole discretion, are contrary to its best interests, or to public policy. Nothing contained in this Section shall require Developer to refrain from asserting in its defense of the Proceeding positions or legal theories that do not satisfy the foregoing requirements Contractual Obligation. Developer acknowledges and agrees that the obligations imposed in this Section 7.10 are contractual in nature, and that the breach of any such obligation may subject Developer to a breach of contract claim by the City Waiver of Right to Challenge. Developer hereby waives the right to challenge the validity of the obligations imposed in this Section Survival. The obligations imposed in this Section 7.10 shall survive any judicial decision invalidating the Project Approvals Preparation of Administrative Record. Developer and the City acknowledge that upon the commencement of legal Proceedings, the administrative record of proceedings relating to the Project Approvals must be prepared. Those documents must also be certified as complete and accurate by the City. Developer, as part of its defense obligation imposed in this Section 7.10, shall prepare at its sole cost and expense the record of proceedings in a manner which complies with all applicable laws; in accordance with reasonable procedures established by the City; and subject to the City s obligation to certify the administrative record of proceedings and the City s right to oversee the preparation of such administrative record. Developer agrees that its failure to prepare the administrative record as set forth herein, and in compliance with all time deadlines imposed by law, shall constitute a breach of its obligation to defend the City. In the event that Developer fails to prepare the administrative record, the City may do so, in which event the City shall be entitled to be reimbursed by Developer for all reasonable costs associated with preparation of the administrative record, including reasonable charges for staff time Deposit. Following the filing of a lawsuit, or other legal process seeking to set aside, void or annul all or part of this Development Agreement and/or any Project Approval, Developer shall be required, following written demand by the City, to place funds on deposit with the City, which funds shall be used to reimburse the City for expenses incurred in connection with defending the Project Approvals. For Project Approvals which included the certification of an environmental impact report by the City, the amount of said deposit shall be ten thousand ($10,000) dollars. For all other Project Approvals, the amount of the deposit shall 24

102 be five thousand ($5,000) dollars. The City, at its sole discretion, may require a larger deposit upon a detailed showing to the Developer of the basis for its determination that the above stated amounts are insufficient. Any unused portions of the deposit shall be refunded to Developer within thirty (30) days following the resolution of the challenge to the Project Approvals. All Deposits must be paid to the City within thirty (30) days of Developer s receipt of the City s written demand for the Deposit Notices. Any notice or communication required hereunder between the City or Developer must be in writing, and shall be given either personally or by registered or certified mail, return receipt requested. If given by registered or certified mail, the same shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. Any party hereto may at any time, by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the address, or any additional address, to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below: 25

103 If to the City: City of Los Angeles Attention: Director of Planning with copies to Los Angeles City Attorney s Office If to Developer: MGA North, LLC with copies to Armbruster Goldsmith & Delvac LLP San Vicente Blvd., Suite 900 Los Angeles, CA Attn: Dave Rand 7.12 Recordation. As provided in Government Code Section , this Agreement shall be recorded with the Register-Recorder of the County of Los Angeles within ten (10) days following its execution by all Parties. Developer shall provide the City Clerk with the fees for such recording prior to or at the time of such recording should the City Clerk effectuate recordation Constructive Notice and Acceptance. Every person who now or hereafter owns or acquires any right, title, interest in or to any portion of the Property, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property Successors and Assignees. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, any subsequent owner of all or any portion of the Property and their respective Transferees, successors and assignees Severability. If any provisions, conditions, or covenants of this Agreement, or the application thereof to any circumstances of either Party, shall be held invalid or unenforceable, the remainder of this Agreement or the application of such provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law Time of the Essence. Agreement of which time is an element. Time is of the essence for each provision of this 26

104 7.17 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 refers expressly to this Section. No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of any right or remedy with respect to any other occurrence or event No Third Party Beneficiaries. The only Parties to this Agreement are the City and Developer and their successors-in-interest. There are no third party beneficiaries and this Agreement is not intended, and shall not be construed to benefit or be enforceable by any other person whatsoever Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein and no testimony or evidence of any such representations, understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the provisions or conditions of this Agreement Legal Advice; Neutral Interpretation; Headings, Table of Contents, and Index. Each Party acknowledges that it has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such Party as the source of the language in question. The headings, table of contents, and index used in this Agreement are for the convenience of reference only and shall not be used in construing this Agreement Duplicate Originals. This Agreement is executed in duplicate originals, each of which is deemed to be an original, but all of which together shall constitute one instrument. This Agreement, not counting the Cover Page, Table of Contents or Index, consists of _ pages and Exhibits which constitute the entire understanding and agreement of the Parties. (signatures on following page) 27

105 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. CITY OF LOS ANGELES, a municipal corporation of the State of California By: DATE: Mr. Eric Garcetti, Mayor APPROVED AS TO FORM: City Attorney By: Laura Cadogan Hurd, Deputy City Attorney DATE: ATTEST: By: Deputy DATE: MGA NORTH, LLC By: Name: Title: Authorized Signatory [SIGNATURE BLOCK TO BE INSERTED] APPROVED AS TO FORM: Armbruster Goldsmith & Delvac LLP By: Dave Rand 28

106 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 29

107 EXHIBIT B, CONDITIONS OF APPROVAL 30

108 EXHIBIT C 55 MITIGATION MONITORING PROGRAM 31

109 59 EXHIBIT D PUBLICALLY ACCESSIBLE PRIVATE OPEN SPACE 32

110

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