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+ARTICLE 1 DEFINITIONS..................................................................................................................................2 1.1. “Agreement” .....................................................................................................................................3 1.2. “ARB”...............................................................................................................................................3 1.3. “Code” ..............................................................................................................................................3 1.4. “City Council” ..................................................................................................................................3 1.5. “City General Plan” or “General Plan” .............................................................................................3 1.6. “Discretionary Approvals”................................................................................................................3 1.7. “Including”........................................................................................................................................3 1.8. “LMSD Zone”...................................................................................................................................3 1.9. “LUCE” ............................................................................................................................................3 1.10. “Legal action” ...................................................................................................................................3 1.11. “Planning Director”...........................................................................................................................3

ARTICLE 2 DESCRIPTION OF THE PROJECT ................................................................................................3 2.1. General Description. .........................................................................................................................3 2.2. Principal Components of the Project.................................................................................................3 2.3. No Obligation to Develop. ................................................................................................................4 2.4. Definitions Related to Development Standards ................................................................................4 2.5. Vested Rights. ...................................................................................................................................4 2.6. Permitted Uses ..................................................................................................................................7 2.7. Parking. .............................................................................................................................................7 2.8. Setbacks. ...........................................................................................................................................7 2.9. Signage..............................................................................................................................................7 2.10. Olympic Access; Relocation of Storm Drain, Sewer and Water Lines.............................................7 2.10.1. Olympic Access. ...............................................................................................................................7 2.10.2. Relocation of Storm Drain, Sewer and Water Lines. ........................................................................8 2.11. Parcel Map. .......................................................................................................................................8 2.12. Landscaping ......................................................................................................................................8 2.13. Construction Parking.........................................................................................................................8

ARTICLE 3 CONSTRUCTION............................................................................................................................9 3.1. Construction Mitigation Plan ............................................................................................................9 3.2. Construction Hours. ..........................................................................................................................9

ARTICLE 4 PROJECT FEES, EXACTIONS, MITIGATION MEASURES CONDITIONS AND PUBLIC BENEFITS ........................................................................................................................................9

4.1. Permitted Fees, Exactions, Mitigation Measures and Conditions .....................................................9 4.2. Conditions on Modifications.............................................................................................................9 4.3. Public Benefits ..................................................................................................................................9 4.4. Public Benefit Work..........................................................................................................................9

ARTICLE 5 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS.......................................10 5.1. Development Standards for the Property; Existing Regulations. ....................................................10 5.2. Permitted Subsequent Code Changes..............................................................................................11 5.3. Incorporation of Development Standards. ......................................................................................12 5.4. Common Set of Existing Regulations. ............................................................................................12 5.5. Conflicting Enactments...................................................................................................................13

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5.6. Timing of Development ..................................................................................................................13

ARTICLE 6 ARCHITECTURAL REVIEW.......................................................................................................13 6.1. Architectural Review Board Approval............................................................................................13

ARTICLE 7 CITY TECHNICAL PERMITS......................................................................................................13 7.1. Definitions.......................................................................................................................................13 7.2. Diligent Action by City...................................................................................................................14 7.3. Conditions for Diligent Action By the City. ...................................................................................14 7.4. Duration of Technical City Permits ................................................................................................15 7.5. Separate Permit for Garage .............................................................................................................15

ARTICLE 8 AMENDMENT AND MODIFICATION.......................................................................................16 8.1. Amendment and Modification of Development Agreement ...........................................................16

ARTICLE 9 TERM .............................................................................................................................................16 9.1. Effective Date .................................................................................................................................16 9.2. Term................................................................................................................................................16

ARTICLE 10 PERIODIC REVIEW OF COMPLIANCE.....................................................................................16 10.1. City Review. ...................................................................................................................................16 10.2. Termination of Development Agreement .......................................................................................17

ARTICLE 11 DEFAULT ......................................................................................................................................17 11.1. Notice and Cure. .............................................................................................................................17 11.2. Remedies for Monetary Default......................................................................................................18 11.3. Remedies for Non-Monetary Default..............................................................................................18 11.4. Termination of Agreement by City. ................................................................................................20 11.5. Cessation of Rights and Obligations ...............................................................................................21 11.6. Completion of Improvements. ........................................................................................................21

ARTICLE 12 MORTGAGEES .............................................................................................................................21 12.1. Encumbrances on the Property........................................................................................................21

ARTICLE 13 TRANSFERS AND ASSIGNMENTS............................................................................................23 13.1. Transfers/Assignments....................................................................................................................23 13.2. Liabilities Upon Transfer ................................................................................................................23

ARTICLE 14 INDEMNITY TO CITY .................................................................................................................24 14.1. Indemnity of City. ...........................................................................................................................24

ARTICLE 15 GENERAL PROVISIONS .............................................................................................................24 15.1. Notices ............................................................................................................................................24 15.2. Entire Agreement; Conflicts. ..........................................................................................................25 15.3. Binding Effect. ................................................................................................................................25 15.4. Agreement Not for Benefit of Third Parties....................................................................................26 15.5. No Partnership or Joint Venture......................................................................................................26 15.6. Estoppel Certificates .......................................................................................................................26

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15.7. Time. Time is of the essence for each provision of this Agreement of which time is an element. 26 15.8. Excusable Delays. ...........................................................................................................................27 15.9. Governing Law. ..............................................................................................................................27 15.10. Cooperation in Event of Legal Challenge .......................................................................................28 15.11. Attorneys’ Fees. ..............................................................................................................................28 15.12. Recordation .....................................................................................................................................28 15.13. No Waiver.......................................................................................................................................28 15.14. Construction....................................................................................................................................28 15.15. Other Governmental Approvals ......................................................................................................28 15.16. Venue. .............................................................................................................................................30 15.17. Exhibits ...........................................................................................................................................30 15.20. Interests of Developer. ....................................................................................................................31 15.21. Operating Memoranda ....................................................................................................................31 15.22. Acknowledgments, Agreements and Assurance on the Part of Developer. ....................................31 15.23. Not a Public Dedication. .................................................................................................................31 15.24. Severability and Termination..........................................................................................................32

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7/2/2004 DRAFT

DEVELOPMENT AGREEMENT

BY

CITY OF SANTA MONICA

AND

LANTANA NORTH HINES DEVELOPMENT, LLC

FOR LANTANA EAST

__________________, 2004

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DRAFT

DEVELOPMENT AGREEMENT This Development Agreement (“Agreement”), dated for reference purposes ____________, 2004, is entered into by and between Lantana North Hines Development, LLC, a limited liability company (“Developer”), and the City of Santa Monica, a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica (“City”), with reference to the following facts:

RECITALS

(1) Pursuant to California Government Code Section 65864 et seq. and Chapter 9.48 of the Santa Monica Municipal Code (collectively, the “Development Agreement Statutes”), the City is authorized to enter into binding development agreements with persons or entities having legal or equitable interest in real property for the development of such real property.

(2) Developer owns the real property located in the City of Santa Monica, State of California, more particularly described in Exhibit “A” attached hereto.

(3) Developer filed an application for a Development Agreement pursuant to Santa Monica Municipal Code (“SMMC”) Section 9.48.020 with the City on May 13, 2003 (“Development Application”). The Development Application is for the planned development of a portion of the Property (“Project” or “Lantana East”). The Project is more fully described in the Development Application and in this Agreement. The Development Application was designated by the City as Application No. DEV 03-001. The Development Application includes the application by an affiliate of Developer (the “Affiliate”) for a development agreement for an adjacent property (“Lantana South”).

(4) To facilitate financing and development of the Property, Developer filed an application for a tentative parcel map (the “Parcel Map”) pursuant to SMMC Section 9.20.06 to create airspace parcels for the existing and future buildings and a common area lot which includes surface and subterranean parking, driveways and drive aisles, landscaping and hardscape and other common improvements. A copy of the Parcel Map is attached as Exhibit “B” hereto. The Parcel Map application was designated by the City as Tentative Parcel Map No. 060785.

(5) On November 12, 2002, the City Council certified Final Environmental Impact Report dated August, 2002 (the “EIR”), which considered the possible environmental impacts of a development that is larger and more intense than the Project. In processing the Development Application, the City, as lead agency, prepared a supplemental EIR environmental impact report (the “SEIR”) pursuant to Section 15162 of the CEQA Guidelines.

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(6) Developer has paid all necessary costs and fees associated with the City’s processing of the Development Application.

(7) The overriding purpose of the Project is to enable Developer to construct new entertainment production/post-production studio office, ancillary office and related accessory space on the Property. The parties desire to enter into this Agreement in conformance with the Development Agreement Statutes in order to achieve the development of the Project on the Property. The parties likewise desire to provide a land use on the Property consistent with the City’s General Plan and LMSD zoning and provide public services and urban infrastructure, all in the promotion of the health, safety, and general welfare of the residents of the City. The Project will be a vital part of the redevelopment of the LMSD zoning district and requires the assurances set forth in this Development Agreement with respect to the identification of specific development standards and requirements in order to accommodate the development of the Property.

(8) The City Council has determined that a development agreement is appropriate for the proposed development of the Property. This Agreement will (1) eliminate uncertainty in planning for, and securing orderly development of, the Project, (2) assure installation of necessary improvements, (3) provide for public infrastructure and services appropriate to development of the Project, (4) preserve City discretion in reviewing subsequent development of the Property, and (5) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted.

(9) This Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this Agreement upon the welfare of the region. The Project will provide a number of public benefits, including new sidewalks, and financial contributions to provide childcare and the payment of a fee into a City fund for the arts.

(10) The City Council has found that the provisions of the Development Agreement are consistent with the relevant provisions of (1) City’s General Plan, and (2) Zoning Ordinance, including the standards of the LMSD zone.

(11) On ___________, 2004, the City Council held a duly noticed public hearing on Developer’s applications for the Development Agreement (Planning Application No. DEV 03-001), and the Parcel Map (Tentative Parcel Map No. 060785) certified the SEIR, and adopted Ordinance No. _____ approving this Agreement.

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

ARTICLE 1 DEFINITIONS

Definitions. In this Agreement, unless the context otherwise requires:

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1.1. “Agreement” means this Development Agreement entered into between the City and Developer as of the Effective Date.

1.2. “ARB” means the City’s Architectural Review Board.

1.3. “Code” means the Santa Monica Zoning Ordinance, as of the Effective Date.

1.4. “City Council” shall mean the City Council of the City of Santa Monica, or its designee.

1.5. “City General Plan” or “General Plan” shall mean the applicable General Plan of the City of Santa Monica, as of the Effective Date.

1.6. “Discretionary Approvals” are actions which require the exercise of judgment or a discretionary decision, and which contemplate and authorize the imposition of revisions or additional conditions, by the City, including any board, commission, or department of the City and any officer or employee of the City; as opposed to actions which in the process of approving or disapproving a permit or other entitlement merely requires the City, including any board, commission, or department of the City and any officer or employee of the City, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or conditions of approval.

1.7. “Including” means including, but not limited to.

1.8. “LMSD Zone” means the LMSD zoning district set forth in the Section 9.04.08.35 et seq. of the Code.

1.9. “LUCE” means the Land Use and Circulation Elements of the General Plan.

1.10. “Legal action” shall mean any action in law or equity.

1.11. “Planning Director” shall mean the Director of Planning and Community Development the City of Santa Monica, or his or her designee.

ARTICLE 2 DESCRIPTION OF THE PROJECT

2.1. General Description. The Project includes all aspects of the proposed development of the Property as more particularly described in this Agreement and on the Project Plans and Elevation which are attached as Exhibit “C” (collectively, the “Project Plans”). In the event of a conflict or inconsistency between the text of this Agreement and the Project Plans, the Project Plans will prevail.

2.2. Principal Components of the Project. The Project consists of the removal of an existing parking lot and the construction of a 64,105 square-foot, three-story building consisting of 54,489 square feet of production/post-production studio space and 9,619 square feet of ancillary office space. Parking for the Project will be provided in a two-level, 378-space

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Subterranean Garage and a 55-space surface parking area for employees and visitors of the Project and the existing Lantana Center. Access will be provided to the Project from two driveways on Olympic Boulevard as shown on the Project Plans.

2.3. No Obligation to Develop.

2.3.1. Except as provided in Section 2.5.5 below:

2.3.1(a) Nothing in this Agreement shall be construed to require Developer to proceed with the construction or any other implementation of the Project or any portion thereof.

2.3.1(b) The decision to proceed or to forbear or delay in proceeding with implementation or construction of the Project or any portion thereof shall be in Developer’s sole discretion.

2.3.1(c) Failure by Developer to proceed with construction or implementation of the Project or any portion thereof shall not give rise to any liability, claim for damages or cause of action against Developer, except as may arise pursuant to a nuisance abatement proceeding under SMMC Chapter 8.96, or any successor legislation.

2.3.2. Failure by Developer to proceed with construction or implementation of the Project or any portion thereof shall not result in any loss or diminution of development rights, except upon expiration of Developer vested rights pursuant to Section 2.5.5 below.

2.3.3. Notwithstanding any provision of this Section 2.3 to the contrary, Developer shall be required to pay or implement all of the fees, mitigation measures, conditions and public benefits required of the Project under this Agreement in accordance with the timing set forth in Exhibits “B,” “D,” “E,” “F,” and “G” in order to develop the Project.

2.4. Definitions Related to Development Standards. For purposes of this Agreement, the following terms shall have the meanings set forth below. For those definitions that cross-reference provisions of the Zoning Ordinance, the referenced provisions of the City of Santa Monica Comprehensive Land Use and Zoning Ordinance (Chapter 9 of the SMMC) (“Zoning Ordinance”) are included in Exhibit ”H.”

2.4.1. “Average Natural Grade” of the Property is an elevation of 154.16 feet above sea level.

2.4.2. “Subterranean Garage” shall have the meaning set forth in Section 9.04.02.030.340 of the Zoning Ordinance, which is in effect on the Effective Date.

2.4.3. “Subterranean Parking” means parking uses which are in a Subterranean Garage.

2.5. Vested Rights.

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2.5.1. Approval of Project Plans. The City hereby approves the Project Plans. The City shall maintain a complete copy of the Project Plans, stamped “Approved” by the City, in the Office of the City Clerk, and Developer shall maintain a complete copy of the Project Plans, stamped “Approved” by the City, in its offices at the Project site. The Project Plans to be maintained by the City and Developer shall be a half-size set. Further detailed plans for the construction of the building and improvements, including, without limitation, structural plans and working drawings shall be developed by Developer subsequent to the Effective Date based upon the Project Plans.

2.5.2. Minor Modifications to Project. Developer may make minor changes to the Project or Project Plans without amending this Agreement upon approval of the Planning Director, provided the Planning Director makes the specific findings that the proposed changes: (i) are consistent with the Project’s approvals as approved by the City Council, and with respect to signage only, the ARB and the Planning Commission (upon appeal of the ARB), (ii) are consistent with the provisions, purposes and goals of this Agreement, (iii) are not detrimental to the public health, safety, convenience or general welfare, and (iv) will not significantly and adversely affect the public benefits associated with the Project (“Minor Modifications”).

2.5.3. Modifications Requiring Amendment to this Agreement. Any proposed modification to the Project Plans which would conflict with the following standards (“Major Modifications”) shall not constitute a Minor Modification and shall require an amendment of this Agreement:

2.5.3(a) The minimum setbacks of the Project, which are set forth in Section 2.8, shall not be reduced;

2.5.3(b) The Floor Area of the Project shall not exceed the square footage limitations in Section 2.2;

2.5.3(c) The Project shall not exceed a building height of 45 feet, except permitted under the Existing Regulations and shown on the Project Plans or as set forth in Section 7.3.3. below;

2.5.3(d) The use of the Project shall not be varied from the permitted uses defined in Section 2.6 below;

2.5.3(e) The number of parking spaces shall not be reduced below the minimum numbers set forth in Section 2.7 below;

2.5.3(f) The location of curb cuts as shown on the Project Plans shall not be materially changed, nor shall any additional curb cuts be added except as provided in Section 2.10 below;

2.5.3(g) The location and siting of the Project shall not be materially changed;

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2.5.3(h) Design, massing, and building configuration shall not be varied to render such aspects out of substantial compliance with the Project Plans; and

2.5.3(i) The public benefits set forth on Exhibit “G” attached hereto shall not be changed.

The City shall not unreasonably withhold, condition or delay its approval of a request for a Minor Modification. The City may impose fees, exactions, conditions, and mitigation measures in connection with its approval of a Minor or Major Modification, subject to Section 4.2 below. Notwithstanding anything to the contrary herein or in the Existing Regulations, if the City approves a Minor Modification or amendment to this Agreement for a Major Modification, as the case may be, Developer shall not be required to obtain any other Discretionary Approvals for such modification, except for any ARB approval required by this Agreement.

2.5.4. Right to Develop. Except as expressly provided in Section 2.5.5 below, during the term of this Development Agreement Developer shall have the vested right to (a) develop and construct the Project in accordance with (i) the Project Plans, any Minor Modifications thereto which are approved in accordance with Sections 2.5.2 and any Major Modifications which are approved pursuant to Section 8.1 below, and (ii) the requirements and obligations of Developer related to the improvements which are specifically set forth in this Agreement, and (b) use and occupy such improvements for the permitted uses set forth in Section 2.6. Except for any required approvals from the ARB pursuant to Section 6.1 of this Agreement, or expressly se forth in this Develop Agreement, the City shall have no further discretion over the elements of the Project which have been delineated in the Project Plans.

2.5.5. Development Milestones. On or before the applicable milestone dates set forth below (the “Milestone Dates”), Developer shall achieve the milestones set forth below (the “Milestones”). If Developer fails to achieve any Milestone on or before the applicable Milestone Date (as such date may be extended pursuant to Section 15.8 below), this Agreement shall terminate without any further action of the parties. Upon such termination, Developer’s vested rights under this Agreement to develop the Project shall expire, except as provided in Section 11.6 below.

Milestone Date Milestone

March 31, 2005 Developer shall obtain a building permit for the Project or commence construction of the sidewalk improvements more particularly described on Exhibit “G” attached hereto. Except as provided in Sections 4.4 and 15.8 below, if a building permit is obtained by the milestone date, Developer shall complete construction of the sidewalks prior to issuance of a certificate of occupancy for the Project.

June 30, 2006 Developer shall obtain a building permit for the Project or pay the arts fee more particularly described on Exhibit “G” attached hereto.

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December 31, 2009 Developer shall obtain a certificate of occupancy for the Project.

2.6. Permitted Uses. Subject to Section 2.7 below, the City specifically approves the following primary uses: film and broadcast sets/studios, set construction facilities, concept development, sound studios, special effects studios, recording studios, editing facilities, film and media processing, and packaging and distribution facilities used for the production (making), reproduction and distribution of films, aural works, internet or web content, video game and software development, visual print, and other entertainment industry work and products; and post-production (e.g. editing, sound effects). The City also approves uses that are supportive and ancillary to a permitted use, including production management, marketing, promotion, licensing, acquisition, sales, leasing, financing, transmission facilities, catering offices and kitchens; parking for primary and ancillary uses; and such other uses as may be authorized by the City pursuant to Section 8.1 below. This Project may include up to 50% office and ancillary uses associated with primary permitted uses. General office uses that are not directly related to, or ancillary to a primary use of a building or suite, are prohibited.

2.7. Parking. All parking shall be provided and maintained in the Subterranean Parking Garages and surface parking of Parcel 1 as shown on the Project Plans and Exhibit “I”. Lantana Center (Lot B) is legal-nonconforming pertaining to parking since it was established with a lower parking standard that does not comply with current parking requirements. However, Lantana West (Lot A) and proposed Lantana East (Lot C) exceed current parking requirements. Because Lots A and C will provide more parking than required for the uses specified in Section 2.2 and Exhibit “I”, the amount of floor area occupied by uses with higher parking intensity, such as editing and production office uses, may be increased pursuant to SMMC 9.04.10.08.030(c)(1) and Section 2.5.2 provided that sufficient surplus parking spaces remain to provide the additional parking required for these higher intensity uses. Developer shall track and maintain a cumulative list of floor area used for each parking category and remaining surplus spaces, if any as tenant spaces are occupied. This cumulative use list and Exhibit “I” shall be submitted to the City when requesting a modification to allow higher intensity uses pursuant to Section 2.5.2 above, and the annual report pursuant to Section 10.1.1 below.

2.8. Setbacks. Developer shall maintain the setbacks for the Project as set forth on the Project Plans.

2.9. Signage. The location, size, materials and color of any signage shall be in accordance with the sign program approved by the ARB pursuant to procedures set forth in Article 6. All signs on the Property shall be subject to the Santa Monica Sign Code, a copy of which is included as Exhibit “J.”

2.10. Olympic Access; Relocation of Storm Drain, Sewer and Water Lines.

2.10.1. Olympic Access. In connection with the development of Lantana East, Developer shall modify the existing western and eastern access driveways to Olympic Boulevard

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in accordance with Exhibit “L” Developer shall submit detail construction plans, execute a new or amended License Agreement and pay the additional fee and charges based on the additional driveway width at the rate in effect at the time application is made. Developer’s use and maintenance of the modified Olympic Boulevard access shall be governed by a License Agreement mutually agreeable to the parties.

2.10.2. Relocation of Storm Drain, Sewer and Water Lines. Prior to issuance of a building permit for the Project, Developer shall modify the existing easements, execute new easements, agreements, prepare detailed construction plans and specifications and construct new storm drain, sewer, and water lines to the satisfaction of the City Utilities Manager and City Engineer.

2.11. Parcel Map. The Parcel Map will create three (3) airspace lots within a single parcel of land (Parcel 1) in which the owners of the airspace lots will hold an undivided interest in the land that provides required access, parking, emergency egress and utilities to the airspace lots. The land area of Parcel 1 shall be used to determine compliance with development standards, including, but not limited to floor area ratio, setbacks, emergency access/egress and yards. The Parcel Map will result in airspace subdivision with required parking, access, emergency egress and utilities to both of the existing buildings and the proposed building (airspace Lots A, B and C) being provided within and across the land of Parcel 1. Consequently, the Developer shall record or cause to be recorded a covenant and reciprocal easement agreement in the form of Exhibit “O” attached hereto (the “CC&Rs”) to assure that sufficient parking, necessary access and utilities will at all times be provided for each building on the Property in accordance with this Development Agreement and all other applicable requirements. Parcel 1 and Lots A, B and C will become separate legal parcels following recordation of the final Parcel Map. Following such recordation, this Development Agreement shall only apply to Parcel 1 and Lot C and the City agrees to execute and record such documents or instruments as may be reasonably necessary to release Lots A and B from this Agreement and to substitute a revised legal description to this Agreement. The time period for finalizing the tentative Parcel Map shall be governed by the Subdivision Map Act and the City Subdivision Ordinance.

2.12. Landscaping. Developer shall install and maintain landscaping on the Property in substantial conformance with the approved landscaping plan included in the Project Plans.

2.13. Construction Parking. The City acknowledges the Property will be used for temporary staging of materials and equipment and parking exclusively for Lantana South during the construction of Lantana South in accordance with the Lantana South Construction Impact Mitigation Plan. During such time, Developer may provide tandem or offsite parking for the Project and Lantana Center and West. Such temporary uses shall cease on or before issuance of a certificate of occupancy for Lantana South.

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ARTICLE 3 CONSTRUCTION

3.1. Construction Mitigation Plan. During the construction phases of the Project, Developer shall comply with the Construction Mitigation Plan to be prepared by Developer and approved by the City in accordance with Condition No. 14 on Exhibit “F” attached hereto.

3.2. Construction Hours. Developer shall be permitted to perform construction between the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday, and 9:00 a.m. to 5:00 p.m. Saturday; provided, however, that (a) concrete pours may begin at 7:00 a.m. Monday through Friday and 8:00 a.m. Saturday and may continue until 10:00 p.m. Monday through Saturday, as needed, subject to the conditions and public notice requirements set forth in the Construction Mitigation Plan; and (b) interior construction work which does not generate noise audible beyond the Property line may also be performed between the hours of 6:00 p.m. to 8:00 a.m. and Monday through Friday, 5:00 p.m. to 9:00 a.m. Saturday, and anytime on Sunday.

ARTICLE 4 PROJECT FEES, EXACTIONS, MITIGATION MEASURES CONDITIONS AND PUBLIC BENEFITS

4.1. Permitted Fees, Exactions, Mitigation Measures and Conditions. Except as expressly set forth in Sections 4.2 (relating to modifications) and 5.2.1 (relating to Subsequent Code Changes) below, the City shall only charge and impose those fees, exactions, mitigation measures and conditions, including, without limitation, dedications and any other fees relating to development or the privilege of developing the Property, as are set forth in Exhibits “B”, “D,” “E,” and “F” attached hereto, and the City may not increase or add such fees, mitigation measures, conditions or exactions. The mitigation measures shall be implemented in compliance with the Mitigation Monitoring Program attached as Exhibit “P” hereto. If any of the mitigation measures or conditions set forth on Exhibits “B”, “D,” “E,” and “F” are satisfied by others, Developer shall be deemed to have satisfied such measures or conditions. If conditions regarding these mitigation measures are imposed upon other development projects as well as the Project, and such projects are approved prior to the Certificate of Occupancy of this Project, the applicant shall only pay its fair share for such improvements and shall be reimbursed by the subsequent developer, as reasonably determined by the City.

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

4.3. Public Benefits. The Project shall provide the public benefits set forth in Exhibit “G” attached hereto. If any such public benefit is implemented by the developer of Lantana East, Developer shall be deemed to have satisfied its obligation with respect to such public benefit.

4.4. Public Benefit Work. The following provisions shall be applicable to work by Developer regarding the public benefit improvements referred to in Exhibit “G” (the “Public Benefit Work”).

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4.4.1. Postponement of Work. Notwithstanding anything to the contrary contained herein, the City may in its reasonable discretion postpone commencement of Public Benefit Work by delivering written notice to Developer at least ninety (90) days prior to the applicable Milestone Date. If the City delivers such notice, (a) the Milestone shall be deemed to have met on the Milestone Date, and (b) the time to complete such improvements shall be extended on a day-for-day basis.

4.4.2. City Cooperation. The City shall reasonably cooperate with Developer in connection with the Public Benefit Work to enable Developer to complete expeditiously such work.

4.4.3. Fee Waiver. The City shall waive all Applicable Permit Fees (as defined in Section 7.3.1(b) below) with respect to the Public Benefit Work.

ARTICLE 5 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS

5.1. Development Standards for the Property; Existing Regulations. The following development standards and restrictions set forth in this Section govern the use and development of the Project and shall constitute the Existing Regulations, except as otherwise provided herein.

5.1.1. Defined Terms.

5.1.1(a) For purposes of this Section 5, the following terms shall have the meanings set forth below:

(1) “Existing Regulations” collectively means all of the following which are in force and effect as of the Effective Date: (i) the General Plan (including the LUCE); (ii) the City’s Zoning Ordinance (including the provisions of the LMSD zone), as amended; and (iii) any and all ordinances, rules, regulations, standards, specifications and official policies of the City governing, regulating or affecting the demolition, grading, design, development, building, construction, occupancy or use of buildings and improvements or any exactions therefore.

(2) “Subsequent Code Changes” collectively means all of the following which are adopted or approved subsequent to the Effective Date, whether such adoption or approval is by the City Council, any department, division, office, board, commission or other agency of the City, by the people of the City through charter amendment, referendum, initiative or other ballot measure, or by any other method or procedure: (i) any amendments, revisions, additions or deletions to the Existing Regulations, or (ii) new codes, ordinances, rules, regulations, standards, specifications and official policies of the City governing or affecting the grading, design, development, construction, occupancy or use of buildings or improvements or any exactions therefore or regulating wages or benefits. “Subsequent Code Changes” include, without limitation, any amendments, revisions or additions to the Existing Regulations imposing or requiring the payment of any fee, special assessment or tax.

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Except as provided in Section 5.2, development of the buildings and improvements, including without limitation, the development standards for the demolition, grading, design, development, construction, occupancy or use of such buildings and improvements, and any exactions therefore, shall be governed by the Existing Regulations. Any provisions of the Existing Regulations inconsistent with the provisions of this Agreement, to the extent of such inconsistencies and not further, are hereby deemed modified to that extent necessary to effectuate the provisions of this Agreement. The Project shall be exempt from: (a) all discretionary acts or review by the City or any body or agency thereof, other than architectural review as expressly set forth in Section 6.1, it being understood that any subsequent review shall be ministerial; (b) the application of any subsequent local development, building or permit moratoria, development or building permit rationing systems or other restrictions on development (“Building Moratoria”) which would adversely affect the rate, timing, or phasing of construction of the Project, and (c) Subsequent Code Changes which are inconsistent with this Agreement.

5.2. Permitted Subsequent Code Changes.

5.2.1. This Agreement shall not prevent the City from applying the following Subsequent Code Changes to the development:

5.2.1(a) Processing fees and charges imposed by the City to cover the estimated actual costs to City or processing applications for development approvals, or monitoring compliance, and similar development fees and charges, provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications and for all similar monitoring approvals. Such fees and charges include`, but are not limited to, (i) all application, permit, and processing fees incurred for the processing of this Agreement, any administrative approval of a Minor Modification, or any amendment of this Agreement in connection with a Major Modification; (ii) all building plan check and building inspection fees for work on the Property in effect at the time an application for a grading permit or building permit is applied for; (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by Developer, for monitoring compliance with any development approvals, or for monitoring compliance with environmental impact mitigation measures; and (iv) those fees listed on Exhibit “D” attached hereto.

5.2.1(b) General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the Property or to businesses occupying the Property, provided, however, that the tax is of general applicability City-wide and does not burden the Property disproportionately to other similar development within the City.

5.2.1(c) Procedural regulations relating to hearing bodies, petitions, applications, notices, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters, do not result in any

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unreasonable decision-making delays and do not affect the substantive findings established in this Agreement.

5.2.1(d) Regulations governing construction standards and specifications which are of general application that establish standards for the construction and installation of structures and associated improvements, including, without limitation, the City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code; provided that such construction standards and specifications are applied on a City-wide basis and do not impair the Project approvals granted in this Agreement.

5.2.1(e) Any City regulations to which Developer has consented in writing.

5.2.1(f) Collection of such fees or exactions as are imposed and set by governmental entities not controlled by City but which are required to be collected by City.

5.2.1(g) Regulations which do not impair the rights and approvals granted to Developer hereunder. For the purposes of this Section 5.2.1(g), regulations which impair Developer’s rights or approvals include, but are not limited to, regulations which (i) materially increase the cost of the Project (except as provided in Section 5.2.1(a) and (b) above), or (ii) which would materially delay development of the Project.

5.2.2. This Agreement shall not be construed to prevent the City from applying new rules, regulations and policies in which circumstances as are specified in Government Code Section 65866.

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

5.3. Incorporation of Development Standards. The development standards and procedures in Section 2 shall also govern the development of the Property and shall be part of the Existing Regulations.

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

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5.5. Conflicting Enactments. Except as provided in Section 5.2.1 above, any Subsequent Code Change which would conflict in any way with or be more restrictive than the Existing Regulations shall not be applied by City to any part of the Property. Developer may, in its sole discretion, give City written notice of its election to have any Subsequent Code Change applied to such portion of the Property as it may own, in which case such Subsequent Code Change shall be deemed to be an Existing Regulation insofar as that portion of the Property is concerned. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the Existing Regulations, the terms and conditions of this Agreement shall control.

5.6. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties’ agreement, it is the intent of Developer and the City to cure that deficiency by expressly acknowledging and providing that no Subsequent Code Change that purports to limit the rate or timing of development over time or alter the sequencing of development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, shall apply to the Property or prevail over this Agreement. In particular, but without limiting any of the foregoing, no numerical restriction shall be placed by City on the amount of square footage that can be built each year on the Property.

ARTICLE 6 ARCHITECTURAL REVIEW

6.1. Architectural Review Board Approval. Certain elements of the design review process have been incorporated in the review process of this Agreement and will be considered and approved by the City Council pursuant to this Agreement. Therefore, only the Project’s signage shall be subject to review and approval or conditional approval by the ARB in accordance with design review procedures in effect under the Existing Regulations. The ARB shall not review any features which are specifically approved by this Agreement or in the Project Plans. The ARB shall have no authority to disapprove or conditionally approve or otherwise adversely affect any features or matters which have been specifically approved by this Agreement or in the Project Plans (including height, intensity and setbacks or the structural design of the Project) unless expressly authorized to do so by this Agreement. Decisions of the ARB are appealable to the Planning Commission in accordance with the Existing Regulations.

ARTICLE 7 CITY TECHNICAL PERMITS

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

7.1.1. “Technical City Permits” means any ministerial approvals, consents or permits from the City or any office, board, commission, department, division or agency of the City, which are necessary for the actual construction of the Project or any portion thereof in accordance with the Project Plans and this Agreement. Technical City Permits include, without limitation (a) building permits, including foundation-only permits, (b) related mechanical,

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electrical, plumbing and other technical permits, and (c) demolition, excavation, shoring and grading permits, and (d) certificates of occupancy.

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

7.2. Diligent Action by City.

7.2.1. Upon satisfaction of the conditions set forth in Section 7.3, the City shall accept the Technical Permit Applications filed by Developer with the City and shall diligently proceed to process such Technical Permit Applications to completion. Without limiting the foregoing, the City shall complete first plan check within six weeks of submittal and complete review of each resubmittal within three weeks of receipt.

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

7.3. Conditions for Diligent Action By the City.

7.3.1. The obligation of the City to accept and diligently process the Technical Permit Applications which are filed by Developer in accordance with Section 7.2.1 is subject to the satisfaction of the following conditions:

7.3.1(a) Developer shall have completed and filed all Technical Permit Applications which are required under the administrative procedures and policies of the City which are in effect on the date when the Technical Permit Application is filed, provided that such procedures and policies are uniformly in force and effect throughout the City.

7.3.1(b) Developer shall have paid all processing and permit fees established by the City in connection with the filing and processing of any Technical Permit Application which are in effect on the date when the Technical Permit Application is filed, provided that such fees are uniformly in force and effect throughout the City (“Applicable Permit Fees”).

7.3.1(c) With respect to signage only, Developer shall have obtained the approval of the ARB referred to in Section 6.1. above.

7.3.2. The obligation of the City to issue a Technical City Permit for a proposed building under Section 7.2.2 which is the subject of a Technical Permit Application filed by Developer is subject solely to the satisfaction of the following conditions:

7.3.2(a) Developer shall have complied with all of its obligations under this Agreement which are required to be performed prior to or concurrent with the issuance of the Technical City Permits for the proposed building.

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7.3.2(b) Developer shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Technical City Permits for the proposed building.

7.3.2(c) The Project shall conform to the development standards established in this Agreement. In the event that the Project is not in conformance, Developer shall have the right to seek any relief from such standards under the procedures then available in the City.

7.3.2(d) The proposed building shall conform to the Administrative and Technical Construction Codes of the City (Article VIII, Chapter 1 of the Santa Monica Municipal Code) (“Technical Codes”) in effect on the date that the Technical Permit Application is issued.

7.3.3. From time to time, the City’s Technical Codes are amended to meet new technical requirements related to techniques of building and construction. If the sole means of achieving compliance for the Project with such revisions to the Technical Codes made after the Effective Date (“New Technical Requirements”) would require an increase from the allowable Building Height established in this Agreement for the Project, then the Planning Director is hereby authorized to grant Developer limited relief (up to five (5) feet) from the allowable Building Height without amending this Agreement. Any such approval shall be granted only after the Planning Director’s receipt of a written request for such relief from Developer. Developer is required to supply the Planning Director with written documentation of the fact that compliance with the New Technical Requirements cannot be achieved by some other method. Any such relief shall only be granted to the extent necessary in the Planning Director’s determination for Developer to comply with the New Technical Requirements.

7.4. Duration of Technical City Permits. The duration of Technical City Permits issued by the City in accordance with Section 7.2.2, and any extensions of such Technical City Permits, shall be established in accordance with the Technical Codes in effect at the time that the Technical City Permits are issued. Subject to vested rights time limit in Section 2.5.5, the lapse or expiration of a Technical City Permit shall not preclude or impair Developer from subsequently filing another such Technical Permit Application during the Term of this Agreement which shall be processed by the City in accordance with the provisions of this Article 7.

7.5. Separate Permit for Garage. The City acknowledges that Developer may construct the Subterranean Garage before it has completed construction drawings of the remainder of the Project. Provided that Developer complies with all applicable Existing Regulations (as amended by Subsequent Code Changes pursuant to Section 5.2 above) and the terms and conditions of this Agreement, including Section 7.3 above, the City shall issue a separate foundation-only building permit for the Subterranean Garage. Developer assumes any risk associated with constructing the Project in this manner, including the risk of changes in Technical Codes or inconsistencies between the foundation and superstructure.

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ARTICLE 8 AMENDMENT AND MODIFICATION

8.1. Amendment and Modification of Development Agreement. Subject to the notice and hearing requirement of the applicable Development Agreement Statutes, this Agreement may be modified or amended from time to time only with the written consent of Developer and the City or their successors and assigns in accordance with the provisions of the Santa Monica Municipal Code and Section 65868 of the Government Code.

ARTICLE 9 TERM

9.1. Effective Date. This Agreement shall be dated, and the obligations of the parties hereunder shall be effective as of the date upon which the ordinance approving this Agreement becomes effective (“Effective Date”). The parties shall execute this Agreement within ten (10) working days of the Effective Date.

9.2. Term.

9.2.1. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2009 (“Term”), unless the Term is otherwise terminated pursuant to (a) Section 11, after the satisfaction of all applicable public hearing and related procedural requirements, or (b) Section 2.5.5.

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

ARTICLE 10 PERIODIC REVIEW OF COMPLIANCE

10.1. City Review. The City shall review this Development Agreement once each year (“Periodic Review”), on or before each anniversary of the Effective Date (the “Anniversary Dates”), in accordance with this Article 10 in order to determine whether or not Developer is out of compliance with any specific term or provision of this Agreement.

10.1.1. Evidence of Good Faith Compliance. During each Periodic Review, Developer shall submit at least sixty (60) days prior to the applicable Anniversary Date a written report to the City demonstrating that Developer has been in good faith compliance with this Agreement during the preceding twelve (12) month period. For purposes of this Agreement, the phrase “good faith compliance” shall mean the following: (a) conformance by Developer with the applicable requirements of the Existing Regulations, except as otherwise modified by this Agreement; (b) conformance by Developer with the terms and conditions of this Agreement; and (c) the existence of any specified Excusable Delays which prevented or delayed the timely performance by Developer of any of its obligations under this Agreement.

10.1.2. Information to be Provided Developer. The City shall deliver to Developer a copy of all staff reports prepared in connection with a Periodic Review, written

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comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review concurrently with the delivery of a Notice of Default, defined below.

10.1.3. Notice of Default; Cure Rights. If during any Periodic Review, the City reasonably concludes on the basis of substantial evidence that Developer has not demonstrated that it is in good faith compliance with this Agreement, then the City may issue and deliver to Developer a written “Notice of Default” pursuant to Section 11.1.1 below, and Developer shall have the opportunity to cure such default pursuant to Section 11.1.2.

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

10.1.5. City Cost Recovery. Following completion of each Periodic Review, Developer shall reimburse the City for its actual and reasonable costs incurred in connection with the such review.

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

ARTICLE 11 DEFAULT

11.1. Notice and Cure.

11.1.1. In the event of failure by either party hereto substantially to perform any term, covenant or condition of this Agreement which is required on its part to be performed (“Default”), the non-defaulting party shall have those rights and remedies provided in this Agreement, provided that such non-defaulting party has first sent a written notice of Default, in the manner required by Section 15.1, specifying the precise nature of the alleged Default (including references to pertinent Sections of this Agreement and the Existing Regulations or Subsequent Code Changes alleged to have been breached), and the manner in which the alleged Default may satisfactorily be cured (“Notice of Default”). In the event of a Default by Developer, the Notice of Default shall also be provided to any Mortgagee of Developer which has delivered a Request for Notice to the City in accordance with Section 12.1.3(a) below.

11.1.2. In the case of a monetary Default by Developer, Developer shall promptly commence to cure the identified Default and shall complete the cure of such Default within twenty (20) business days after receipt by Developer of the Notice of Default or provide evidence of Excusable Delay as defined in Section 15.8 below. In the case of a non-monetary Default by either party, the alleged defaulting party shall promptly commence to cure the identified Default and shall complete the cure within thirty (30) days after receipt of the Notice of Default or provide evidence of Excusable Delay. The thirty (30) day cure period for a non-monetary Default shall be extended as is reasonably necessary to remedy such Default, provided

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that the alleged defaulting party commences such cure promptly after receiving the Notice of Default and continuously and diligently pursues such remedy at all times until such Default is cured.

11.1.3. Notwithstanding anything to the contrary contained herein, the City’s exercise of any of its rights or remedies under this Article 11 shall be subject to the provisions of Section 15.8 below.

11.2. Remedies for Monetary Default.

11.2.1. In the event of Default by Developer in the performance of any of its monetary obligations under this Agreement which remains uncured (a) twenty (20) business days after receipt by Developer of a written notice of default from the City, and (b) after expiration of Mortgagee’s Cure Period under Section 12.1.3(b) (if a Mortgagee of Developer has delivered a Request for Notice to the City in accordance with Section 12.1.3(a)), the City shall have available any right or remedy provided in this Agreement, at law or in equity. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy.

11.2.2 In the event of a monetary default by Developer, the City shall not be required to comply with the procedures set forth in Section 11.4.

11.3. Remedies for Non-Monetary Default.

11.3.1. In the event of non-monetary Default by either party hereunder which remains uncured: (a) after expiration of all applicable notice and cure periods, and (b) in the case of a Default by Developer, after the expiration of Mortgagee’s Cure Period under Section 12.1.3(b) below (if a Mortgagee of Developer has delivered a Request for Notice to the City in accordance with Section 12.1.3(a)), the non-defaulting party shall have available any right or remedy provided in this Agreement, or provided at law or in equity except as prohibited by this Agreement. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy.

11.3.2. Due to the size, nature and scope of the Project and due to the fact that it will not be practical or possible to restore the Property to its condition as of the date of this Agreement once implementation of this Agreement has begun, Developer may be foreclosed from other choices it may have had for the use of the Property or portions of the Property. Developer has invested significant time and resources, performed extensive planning and processing of the Project, and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement. Consequently, the City and Developer acknowledge that monetary damages and remedies at law generally are inadequate and that specific performance is an appropriate remedy for the enforcement of this Agreement. Therefore, unless otherwise expressly provided herein, the remedy of specific

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performance shall be available to Developer under this Agreement in the event of a non-monetary Default by the City.

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

11.3.4. Developer acknowledges that the City would not have entered into this Agreement if the City were to be liable in damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorneys’ fees in accordance with Section 15.11 and court costs, the City shall not be liable in damages to Developer or to any Transferee, and Developer covenants on behalf of itself and its successors in interest not to sue for or claim any damages:

11.3.4(a) for any non-monetary Default of, or which arises out of, this Agreement;

11.3.4(b) for the taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto;

11.3.4(c) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

11.3.5. The City and Developer agree that the provisions of Section 11.3.4 do not apply if the City has unreasonably or maliciously disregarded the terms of this Agreement and further agree that the provisions of Section 11.3.4 do not limit the liability of the City, if any, for damages which: (a) are not for a non-monetary Default or which do not arise under this Agreement; (b) are not with respect to any right or interest conveyed or provided hereunder or pursuant hereto; or (c) do not arise out of or which are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement.

11.3.6. The City acknowledges that Developer would not have entered into this Agreement if Developer were to be liable in damages in connection with any non-monetary Default hereunder. Consequently, and except for the payment of attorney’s fees in accordance with Section 15.11 and court costs, Developer shall not be liable in damages to the City, and the City covenants not to sue for or claim any damages for:

11.3.6(a) any non-monetary Default of, or which arises out of, this Agreement; or

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11.3.6(b) arising out of connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement (except in the case of a monetary default).

11.3.7. The City and Developer agree that the provisions of this Section 11.3.6 do not limit the liability of Developer, if any, for damages which (a) are not for a non-monetary Default, or which do not arise under this Agreement, (b) are not with respect to any right or interest conveyed or provided hereunder or pursuant hereto, or (c) do not arise out of or which are not connected with any dispute, controversy, or issue regarding the application, interpretation or effect of the provisions of this Agreement. The provisions of this Section 11.3.7 do not limit any liability of Developer for work performed on public property or rights-of-way.

11.3.8. Except as provided herein, the provisions of this Section 11.3 shall not limit any other rights, remedies, or causes of action that either the City or Developer may have at law or equity.

11.4. Termination of Agreement by City.

11.4.1. In the event that (a) the City finds and determines pursuant to Section 10.1, on the basis of substantial evidence, that Developer has not been in good faith compliance with the terms and conditions of this Agreement, or (b) the City finds and determines that there has been a non-monetary Default by Developer of its obligations under this Agreement which has not been cured during the application notice cure periods under Sections 11.1.1 and 11.1.2, the City may commence proceedings to terminate or modify this Agreement pursuant to this Section 11.4.

11.4.2. The procedures for termination or modification of this Agreement by the City for the grounds set forth in Section 11.4.1 are as follows:

11.4.2(a) The City shall provide a written notice to Developer (and to any Mortgagee of Developer which has delivered a Request for Notice to the City in accordance of Section 12.1.3(a)) of its intention to terminate or modify this Agreement unless Developer (or the Mortgagee) cures or corrects the acts or omissions that constitute the basis of such determinations by the City (“Hearing Notice”). The Hearing Notice shall be delivered by the City to Developer in accordance with Section 15.1 and shall contain the time and place of a public hearing to be held by the City Council on the determination of the City to proceed with termination or modification of this Agreement. The public hearing shall not be held earlier than: (i) thirty-one (31) days after delivery of the Hearing Notice to Developer, or (ii) if a Mortgagee has delivered a Request for Notice in accordance with Section 12.1.3(a), the day following the expiration of the Mortgagee Cure Period.

11.4.2(b) If, following the conclusion of the public hearing, the City Council: (i) determines that Developer is in Default of its non-monetary obligations under this Agreement or has not been in good faith compliance with this Agreement pursuant to Section 10.1, as applicable, and (ii) further determines that Developer (or the Mortgagee, if

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applicable) has not cured the acts or omissions that constitute the basis of the determination under subsection (i) or if those acts or omissions could not be reasonably remedied prior to the public hearing, that Developer (or the Mortgagee) has not in good faith commenced to cure or correct such acts or omissions prior to the public hearing or is not diligently and continuously proceeding therewith to completion, the City Council may terminate or modify this Agreement. The City and Developer mutually acknowledge and agree that the City cannot unilaterally modify the provisions of this Agreement pursuant to this Section 11.4 and that any such modification requires the consent of Developer. In the event that Developer does not consent to a modification submitted by the City pursuant to this Section 11.4, the City Council may elect to terminate this Agreement.

11.5. Cessation of Rights and Obligations. If this Agreement is terminated on account of a Default, the rights, duties and obligations of the parties hereunder shall cease as of the date of such termination except as otherwise provided in this Agreement. If the City is the terminating party, then any and all benefits, including money received by the City, shall be retained by the City.

11.6. Completion of Improvements. Notwithstanding the provisions of Sections 11.3 through 11.5, if prior to termination of this Agreement, Developer has performed substantial work and incurred substantial liabilities in good faith reliance upon a building permit issued by the City then Developer shall have acquired a vested right to: complete construction of the building in accordance with the terms of the building permit and occupy or use such building upon completion for the use(s) permitted for that building as delineated in Section 2.6 above. Any building completed or occupied pursuant to this Section shall be considered legal non-conforming subject to all City ordinances standards and policies as they then exist governing legal non-conforming buildings and uses unless the building otherwise complies with the property development standards for the district in which it is located and the use is otherwise permitted or conditionally permitted in the district.

ARTICLE 12 MORTGAGEES

12.1. Encumbrances on the Property. The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to all or a portion of the Property (“Mortgage”). The City acknowledges that the lender(s) providing such financing may require certain Agreement interpretations and agrees upon request, from time to time, to meet with Developer and representatives of such lender(s) to negotiate in good faith any such request for interpretation. The City will not unreasonably withhold its consent to any such requested interpretation provided such interpretation is consistent with the intent and purposes of this Agreement. Any mortgagee of a mortgage or a beneficiary of a deed of trust (“Mortgagee”) on the Property shall be entitled to the rights and privileges set forth in this Article 12.

12.1.1. Mortgage Not Rendered Invalid. Except as provided in Section 12.1.2 below, neither entering into this Agreement nor a breach of this Agreement shall defeat, render

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invalid, diminish, or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value.

12.1.2. Priority of Agreement. This Agreement shall be superior and senior to the lien of any Mortgage recorded on or after Effective Date. Any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by a Mortgagee (whether pursuant to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination or otherwise) shall be subject to all of the terms and conditions of this Agreement.

12.1.3. Right of Mortgagee to Cure Default.

12.1.3(a) A Mortgagee may give notice to the City, specifying the name and address of such Mortgagee and attaching thereto a true and complete copy of the Mortgage held by such Mortgagee (“Request for Notice”). If the Request for Notice shall be given, at the same time the City sends such notice to Developer, the City shall send to such Mortgagee a copy of each Notice of Default or Hearing Notice from the City to Developer which relates to, affects, or potentially may adversely affect, the interest of Developer in the Property or portion thereof which serves as security for the Mortgage. The copy of the Notice of Default or Hearing Notice sent to the Mortgagee pursuant to this Section 12.1.3(a) shall be addressed to such Mortgagee at its address last furnished to the City. The period within which a Mortgagee may cure a particular Default shall not begin to run until the City has sent to the Mortgagee such copy of a Notice of Default or Hearing Notice.

12.1.3(b) The Mortgagee, after the copy of such Notice of Default or Hearing Notice has been given, shall thereupon have a period of: (a) ten (10) days in the case of any Default in the payment of money and (b) thirty (30) days in the case of any other Default, beyond the cure period afforded to Developer under this Agreement, for remedying the Default or causing the same to be remedied (“Mortgagee’s Cure Period”). If Developer shall be in Default hereunder, such Mortgagee shall have the right to remedy such Default, or cause the same to be remedied prior to the conclusion of the Mortgagee’s Cure Period and otherwise as herein provided. The City shall accept performance by any such Mortgagee of any covenant, condition, or agreement on Developer’s part to be performed hereunder with the same force and effect as though performed by Developer.

12.1.3(c) The period of time given to the Mortgagee to cure any Default by Developer which reasonably requires that said Mortgagee be in possession of the Property to do so, shall be deemed extended to include the period of time reasonably required by said Mortgagee to obtain such possession (by foreclosure, the appointment of a receiver or otherwise) promptly and with due diligence, provided, however, that during such period all other obligations of Developer under this Agreement, including, without limitation, payment of all amounts due, are being duly and promptly performed.

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12.1.4. Mortgagee Not Obligated Under Agreement.

12.1.4(a) No Mortgagee shall have any obligation or duty under this Agreement to perform the obligations of Developer’s or the affirmative covenants of Developer’s hereunder or to guarantee such performance unless and until such time as a Mortgagee takes possession or becomes the owner of the estate covered by its Mortgage, and then only for obligations arising or accruing during or with respect to the time a Mortgagee is in possession or is the owner under such estate.

12.1.4(b) Nothing in Section 12.1.4(a) is intended, nor should be construed or applied, to limit or restrict in any way the City’s authority to terminate this Agreement, as against any Mortgagee as well as against Developer if any curable Default hereunder (including, without limitation, any Default in the payment of any amount due) is not completely cured within the time period allowed in Section 12.1.3 for such cure.

ARTICLE 13 TRANSFERS AND ASSIGNMENTS

13.1. Transfers/Assignments.

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

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

13.2. Liabilities Upon Transfer. Upon the delegation of the duties and obligations under this Agreement and the sale, transfer or assignment of the Property, Developer will be released from its obligations under this Agreement with respect to the Property, arising subsequent to the effective date of such transfer, if (a) Developer has provided to the City prior or subsequent written notice of such transfer and (b) the Property Transferee has agreed in writing to be subject to all of the provisions hereof applicable to the Property by executing an Assignment and Assumption Agreement in the form of Exhibit “M” attached hereto (the “Assumption Agreement”). Upon such transfer of the Property and the express assumption of Developer’s obligations under this Agreement by the Property Transferee, the City agrees to look solely to the Property Transferee for compliance with the provisions of this Agreement. Any Property Transferee shall be entitled to the benefits of this Agreement as “Developer” hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1, provided, however, that the transferor shall not be released from its

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obligation hereunder unless and until the executed Assumption Agreement is delivered to the City.

ARTICLE 14 INDEMNITY TO CITY

14.1. Indemnity of City.

14.1.1. Indemnity. Developer agrees to and shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, employees, volunteers and other representatives (collectively referred to in this Article as “City”) from and against any and all loss, liability, damages, cost, expense, claims, demands, suits, attorney’s fees and judgments (collectively referred to as “Damages”), including but not limited to claims for damage for personal injury (including death) and claims for property damage arising directly or indirectly from the following: (1) for any act or omission of Developer or those of its officers, board members, agents, employees, volunteers, contractors, subcontractors or other persons acting on its behalf (collectively referred to in this Article as “Developer”) which occurs during or relates to this Agreement; (2) for any act or omission related to the operations of Developer, including but not limited to the maintenance and operation of areas on the Property accessible to the public. Developer’s obligation to defend, indemnify and hold harmless applies to all actions and omissions of Developer’s as described above caused or alleged to have been caused in connection with the Project or Agreement, except to the extent any Damages are caused by the active negligence or willful misconduct of the City. This Section 14.1.1 applies to all Damages suffered or alleged to have been suffered regardless of whether or not the City prepared, supplied or approved plans or specifications or both for the Project.

14.1.2. City’s Right to Defense. The City shall have the right to approve legal counsel retained by Developer to defend any claim, action or proceeding which Developer is obligated to defend pursuant to Section 14.1.1, which approval shall not be unreasonably withheld or delayed. In the event that any conflict of interest results during the mutual representation of the City and Developer in defense of any such action, or in the event of the City’s reasonable dissatisfaction with counsel retained by Developer, the City shall have the right (a) at Developer’s cost and expense, to have the City Attorney undertake and continue with the City’s defense, or (b) with Developer’s approval, which shall not be unreasonably withheld or delayed, to select separate outside legal counsel to undertake and continue the City’s defense.

ARTICLE 15 GENERAL PROVISIONS

15.1. Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when personally received by the addressee, or within three (3) calendar days after deposit in the United States mail by registered or certified mail, postage prepaid, return receipt requested, to the following parties and their counsel at the addresses indicated below, provided, however, if any party to this Agreement delivers a notice or causes a notice to be delivered to any other party to this Agreement, a duplicate of that Notice shall be concurrently delivered to each other party and their respective counsel:

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To City: City of Santa Monica 1685 Main Street, Room 204 Santa Monica, CA 90401 Attention: City Manager With a Copy to: City of Santa Monica 1685 Main Street, Room 212 Santa Monica, CA 90401 Attn: Planning and Community Development Director To Developer: Lantana North Hines Development, LLC 3000 West Olympic Boulevard Building 4, Suite 1310 Santa Monica, CA 90404 Attn: Douglas Holte David Jordon With a Copy to: Armbruster & Goldsmith LLP 10940 Wilshire Boulevard, Suite 2100 Los Angeles, CA 90024 Attention: Dale Goldsmith, Esq. Notice given in any other manner shall be effective when received by the addressee. The addresses for notices maybe changed by notice given in accordance with this provision.

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

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

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

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

15.6. Estoppel Certificates. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing (the “Estoppel Certificate”): (a) that this Agreement is in full force and effect, (b) that this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, (c) whether or not, to the knowledge of the responding party, the requesting party is in Default or claimed Default in the performance of its obligations under this Agreement, and, if so, describing the nature and amount of any such Default or claimed Default, and (d) whether or not, to the knowledge of the responding party, any event has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute a Default and, if so, specifying each such event. A party receiving a request hereunder shall execute and return such Certificate within thirty (30) days following the receipt thereof. If the party receiving the request hereunder does not execute and return the certificate in such 30-day period and if circumstances are such that the party requesting the notice requires such notice as a matter of reasonable business necessity, the party requesting the notice may seek a second request which conspicuously states both “FAILURE TO EXECUTE THE REQUESTED ESTOPPEL CERTIFICATGE WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED WAIVER PURSUANT TO SECTIONS 15.6 AND 15.13 OF THE DEVELOPMENT AGREEMENTS.” and which sets forth the business necessity for a timely response to the estoppel request. If the party receiving the request fails to execute the Estoppel Certificate within such 15-day period, it shall be conclusively deemed that the Agreement is in full force and effect and has not been amended or modified orally or in writing, and that there are no uncured defaults under this Agreement or any events which, with passage of time of giving of notice, of both, would constitute a default under the Agreement. The City manager shall have the right to execute any Estoppel Certificate requested by Developer under this Section 15.6. The City acknowledges that an Estoppel Certificate may be relied upon by any Property Transferee, Mortgagee or other party.

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

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15.8. Excusable Delays.

15.8.1. In additional to any specific provisions of this Agreement, non-performance by Developer or its obligations under this Agreement shall be excused when it has been prevented or delayed by reason of any act, event or condition beyond the reasonable control of Developer (collectively, “Excusable Delays”) for any of the following reasons:

15.8.1(a) War, insurrection, riots, floods, earthquakes, fires, casualties, acts of God, or similar grounds for excused performances;

15.8.1(b) Governmental restrictions or moratoria imposed by the City or by other governmental entities or the enactment of conflicting State or Federal laws or regulations;

15.8.1(c) The imposition of restrictions or moratoria by judicial decisions or by litigation, contesting the validity, or seeking the enforcement or clarification of, this Agreement whether instituted by Developer, the City or any other person or entity, or the filing of a lawsuit by any third party challenging this Agreement or any permit or approval that is necessary for the implementation of the Project, provided that Developer provides the City with substantial evidence that the filing of such litigation actually delays the Project;

15.8.1(d) The institution of a referendum pursuant to Government Code Section 65867.5 or a similar public action seeking to in any way invalidate, alter, modify or amend the ordinance adopted by the City Council approving and implementing this Agreement;

15.8.1(e) Inability to secure necessary labor, materials or tools, due to strikes, lockouts, or similar labor disputes; and

15.8.1(f) Failure of the City to timely perform its obligations hereunder, including its obligations under Sections 4.4.2 and 7.2 above.

15.8.2. Under no circumstances (except as provided in Section 15.8.1(c) above) shall the inability of Developer to secure financing be an Excusable Delay to the obligations of Developer.

15.8.3. In order for an extension of time to be granted for any Excusable Delay identified in this Section 15.8, written notice of the Excusable Delay must be given by Developer within thirty (30) days that Developer becomes aware of the Excusable Delay. The extension of time for an Excusable Delay shall be for the actual period of the delay.

15.9. Governing Law. This Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California.

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15.10. Cooperation in Event of Legal Challenge. In the event of any court action or proceeding challenging the validity of this Agreement, Developer shall indemnify the City as provided in Section 14.1 above. The City shall cooperate with Developer in any such defense as Developer may reasonably request.

15.11. Attorneys’ Fees. If any party commences any action for the interpretation, enforcement, termination, cancellation or rescission of this Agreement, or for specific performance for the breach hereof, the prevailing party shall be entitled to its reasonable attorneys’ fees, litigation expenses and costs. Attorneys’ fees under this Section shall include attorneys’ fees on any appeal as well as any attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment. Such attorneys’ fees shall be paid whether or not such action is prosecuted to judgment. In any case where this Agreement provides that the City or Developer is entitled to recover attorneys’ fees from the other, the party so entitled to recover an amount equal to the fair market value of services provided by attorneys employed by it as well as any attorneys’ fees actually paid by it to third parties. The fair market value of the legal services for public attorneys shall be determined by utilizing the prevailing billing rates of comparable private attorneys.

15.12. Recordation. The parties hereto shall cause this Agreement to be recorded in the Official Records of the County of Los Angeles. The cost, if any, of recording this Agreement shall be borne by Developer.

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

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

15.15. Other Governmental Approvals. Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with 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. Additionally:

15.15.1. Further Assurances; Covenant to Sign Documents. Each party shall take all actions and do all things, and execute, with acknowledgment or affidavit, if

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required, any and all documents and writings, that may be necessary or proper to achieve the purposes and objectives of this Agreement.

15.15.2. Reimbursement and Apportionment. Although the parties do not contemplate a condition of a Future Approval requiring excess capacity or size of required dedications or public facilities beyond that required by the Existing Regulations, nothing in this Agreement precludes City or Developer from entering into any reimbursement agreements for the portion (if any) of the cost of any dedications, public facilities and/or infrastructure that the City, pursuant to this Agreement, may require as conditions of the Future Approvals, to the extent that they are in excess of those reasonably necessary to mitigate the impacts of the Project or development on the Property.

15.15.3. Processing. Upon satisfactory completion by Developer of all required preliminary actions and payments of appropriate processing fees, if any, the City shall, subject to all legal requirements, promptly initiate, diligently process, and complete at the earliest possible time all required steps, and expeditiously act upon any approvals and permits necessary for the development by Developer of the Property in accordance with this Agreement, including, but not limited to, the following:

15.15.3(a) the processing of applications for and issuing of all Discretionary Approvals requiring the exercise of judgment and deliberation by the City, including without limitation, the Future Approvals;

15.15.3(b) the holding of any required public hearings; and

15.15.3(c) the processing of applications for and issuing of all City Technical Permits pursuant to Section 7 requiring the determination of conformance with the Existing Regulations.

15.15.4. No Revocation. Approval or future approval for the Development of the Project or the Property shall not be revoked or subsequently disapproved once issued by the City provided that the Development of the Project or the Property is in accordance with such approval. Any disapproval by the City shall state in writing the reasons for such disapproval and the suggested actions to be taken in order for approval to be granted.

15.15.5. Processing During Third Party Litigation. In the event of the filing of any third party lawsuit(s) against City or Developer relating to this Agreement or to other development issues affecting the Property, the City shall not delay or stop the development, processing or construction of the Property, approval of the Future Approvals, or issuance of City Technical Permits, unless the third party obtains a court order preventing the activity. The City shall not stipulate or fail to oppose the issuance of any such order.

15.15.6. State, Federal or Case Law. Where any state, federal or case law allows the City to exercise any discretion or take any act with respect to that law, the City shall, in an expeditious and timely manner, at the earliest possible time, (a) exercise its discretion in

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such a way as to be consistent with, and carry out the terms of, this Agreement and (b) take such other actions as may be necessary to carry out in good faith the terms of this Agreement.

15.16. Venue. Any legal action or proceeding arising out of this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California.

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

Exhibit “A” Legal Description of Property Exhibit “B” Parcel Map Exhibit “C” Project Plans Exhibit “D” Construction Permit Fees Exhibit “E” Project Mitigation Measures Exhibit “F” Project Conditions of Approval Exhibit “G” Public Benefits Exhibit “H” Zoning Ordinance Exhibit “I” Required Parking for Permitted Uses Exhibit “J” Sign Code Exhibit “K” Intentionally Omitted Exhibit “L” Olympic Access Plan Exhibit “M” Assumption Agreement Exhibit “N” New Sidewalks Exhibit “O” Declaration of Covenants, Conditions and

Restrictions and Reciprocal Easements Exhibit “P” Mitigation Monitoring Plan

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

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

15.19. Certificate of Performance. Upon the completion of the Project, or Phase thereof, or upon performance of this Agreement or its earlier revocation and termination, City shall provide Developer, upon Developer’s request, with a statement (“Certificate of Performance”) evidencing said completion, termination or revocation and the release of Developer from further obligations hereunder, except for any further obligations which survive such completion, termination or revocation. The Certificate of Performance shall be signed by the appropriate agents of Developer and 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 3093.

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

15.21. Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between the City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Existing Regulations may be appropriate with respect to the details of performance of the City and Developer. If and when, from time to time, during the terms of this Agreement, the City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by the 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 the City and Developer. Operating memoranda are not intended to and cannot constitute an amendment to this Agreement but mere ministerial clarifications, therefore public notices and hearings shall not be required. The City Attorney shall be authorized, upon consultation with, and approval of, 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 8.1 above. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further Council action.

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

15.22.1. Developer’s Faithful Performance. The parties acknowledge and agree that Developer’s faithful performance in developing the Project on the Property and in constructing and installing certain public improvements pursuant to this Agreement and complying with the Existing Regulations will fulfill substantial public needs. The City acknowledges and agrees that there is good and valuable consideration to the City resulting from Developer’s assurances and faithful performance thereof and that same is in balance with the benefits conferred by the City on the Project. The parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. Developer acknowledges that the consideration is reasonably related to the type and extent of the impacts of their respective projects on the community and the Property, and further acknowledge that the consideration is necessary to mitigate the direct and indirect impacts caused by Developer on the Property.

15.22.2. Obligations to be Non-Recourse. As a material element of this Agreement, and as an inducement to Developer to enter into this Agreement, each of the parties understands and agrees that the City’s remedies for breach of the obligations of Developer under this Agreement shall be limited as described in Section 11 above.

15.23. Not a Public Dedication. Except as otherwise expressly provided herein, nothing herein contained shall be deemed to be a gift or dedication of the Property, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the parties that this Agreement be strictly

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limited to and for the purposes herein expressed for the development of the Project as private property. Developer shall have the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose inimical to the development of the Project.

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

[Remainder of Page Intentionally Left Blank]

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DEVELOPER: Lantana North Hines Development, LLC, a limited liability company

By:_______________________________________ Title:_____________________________________ CITY: City of Santa Monica By: DRAFT Title:_____________________________________ ATTEST: _________________________________________ Maria Stewart, City Clerk APPROVED AS TO FORM: By:______________________________________ Marsha Jones Moutrie, City Attorney

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EXHIBIT “A”*

LEGAL DESCRIPTION OF PROPERTY PARCEL 1:

THAT PORTION OF LOTS 2, 3 AND 5, IN BLOCK 199 OF THE AMENDED MAP OF THE TOWN OF SANTA MONICA, IN THE CITY OF SANTA MONICA, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 TO 51 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE LOS ANGELES AND INDEPENDENCE RAILROAD, RECORDED OCTOBER 14, 1875 IN BOOK 40 PAGE 282 OF DEEDS, RECORDS OF SAID COUNTY, DISTANT THEREON SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST 700 FEET FROM THE EASTERLY LINE OF THE LAND DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED AUGUST 11, 1894 1N BOOK 955 PAGE 142 OF DEEDS, RECORDS OF SAID COUNTY; THENCE CONTINUING SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST, ALONG SAID NORTHERLY LINE, 561 FEET; THENCE NORTH 14 DEGREES 24 MINUTES 36 SECONDS WEST 233 FEET TO A POINT IN THE SOUTHERLY LINE OF SAID LAND DESCRIBED AS PARCEL 1 IN THAT CERTAIN FINAL ORDER OF CONDEMNATION. CASE NO. 496651, ENTITLED "THE PEOPLE OF THE STATE OF CALIFORNIA VS. SOUTHERN PACIFIC RAILROAD COMPANY, ET AL.," DATED JULY 23, 1945, RECORDED JULY 27, 1945 IN BOOK 22205 PAGE 147, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 75 DEGREES 35 MINUTES 24 SECONDS EAST, ALONG SAID SOUTHERLY LINE, 561 FEET; THENCE SOUTH 14 DEGREES 24 MINUTES 36 SECONDS EAST 233 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE EASTERLY 180 FEET THEREOF.

ALSO EXCEPT THE TITLE AND EXCLUSIVE RIGHT TO ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED THEREFROM INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES AND PRODUCTS DERIVED THEREFROM, TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID SOUTHERN PACIFIC COMPANY, ITS SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS BENEATH THE SURFACE OF SAID LAND TO EXPLORE FOR, EXTRACT, MINE AND REMOVE THE SAME, AND TO MAKE SUCH USE OF THE SAID LAND BENEATH THE SURFACE AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH, WHICH USE MAY INCLUDE LATERAL OR SLANT DRILLING, BORING, DIGGING OR SINKING OF WELLS, SHAFTS OR TUNNELS; PROVIDED, HOWEVER, THAT SAID SOUTHERN PACIFIC COMPANY, ITS SUCCESSORS AND ASSIGNS, SHALL NOT USE

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THE SURFACE OF SAID LAND IN THE EXERCISE OF ANY OF SAID RIGHTS AND

SHALL NOT DISTURB THE SURFACE OF SAID LAND OR ANY IMPROVEMENT THEREON, AS RESERVED BY SOUTHERN PACIFIC COMPANY, IN DEED RECORDED APRIL 9, 1959 IN BOOK D-427 PAGE 275, OFFICIAL RECORDS.

PARCEL 2:

THAT PORTION OF LOTS 1, 2. 3 AND 5 IN BLOCK 199 OF THE AMENDED MAP OF THE TOWN OF SANTA MONICA, IN THE CITY OF SANTA MONICA, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 TO 51 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE LOS ANGELES AND INDEPENDENCE RAILROAD, RECORDED ON OCTOBER 14, 1875 IN BOOK 40 PAGE 282 OF DEEDS, RECORDS OF SAID COUNTY, DISTANT THEREON SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST 1261 FEET FROM THE EASTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED AUGUST 11, 1894 IN BOOK 955 PAGE 142 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG SAID NORTHERLY, LINE SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST 975 FEET: THENCE WESTERLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 10.928.97 FEET; THROUGH A CENTRAL ANGLE OF 03 DEGREES 09 MINUTES 28 SECONDS (TANGENT TO SAID CURVE AT THE LAST MENTIONED POINT IS THE LAST DESCRIBED CORNER), AN ARC DISTANCE OF 602.34 FEET TO A POINT IN THE SOUTHERLY LINE OF LAND DESCRIBED AS PARCEL 1 IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, CASE NO, 496651, ENTITLED "THE PEOPLE OF THE STATE OF CALIFORNIA VS. SOUTHERN PACIFIC RAILROAD COMPANY, ET AL.," DATED JULY 23, 1945, RECORDED JULY 27, 1945 IN BOOK 22205 PAGE 147, OFFICIAL RECORDS OF SAID COUNTY; THENCE LEAVING SAID NORTHERLY LINE AND ALONG SAID SOUTHERLY LINE, AS FOLLOWS:

NORTHEASTERLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 2062 FEET, THROUGH A CENTRAL ANGLE OF 00 DEGREES 17 MINUTES 25 SECONDS (TANGENT TO SAID CURVE AT THE LAST MENTIONED POINT BEARS NORTH 60 DEGREES 25 MINUTES 36 SECONDS EAST), AN ARC DISTANCE OF 10.45 FEET, NORTH 60 DEGREES 00 MINUTES 11 SECONDS EAST, TANGENT TO LAST SAID CURVE, 663.43 FEET TO A POINT, NORTHEASTERLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 1938 FEET THROUGH A CENTRAL ANGLE OF 15 DEGREES 27 MINUTES 13 SECONDS, (TANGENT TO SAID CURVE AT THE LAST MENTIONED POINT IS THE LAST DESCRIBED COURSE) AN ARC DISTANCE OF 522.71 FEET AND NORTH 75 DEGREES 35 MINUTES 24 SECONDS EAST, TANGENT TO LAST SAID CURVE, 411.10 FEET TO A POINT DISTANT NORTH 14 DEGREES 24 MINUTES 36 SECONDS WEST 233 FEET FROM THE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHERLY LINE, SOUTH 14 DEGREES 24 MINUTES 36 SECONDS

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EAST 233 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION OF SAID LAND LYING SOUTHWESTERLY OF THE NORTHEASTERLY LINE OF STEWART STREET AS DESCRIBED IN THE DEED TO THE CITY OF SANTA MONICA, RECORDED ON AUGUST 15, 1968 AS DOCUMENT NO. 2955, OFFICIAL RECORDS OF SAID COUNTY.

ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND AS DESCRIBED IN THE DEED TO NISAN MATLIN AND EUGENE DVORETZKY, RECORDED JULY 27, 1977 AS INSTRUMENT N0. 77-910569 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

ALSO EXCEPTING AND RESERVING THE TITLE AND EXCLUSIVE RIGHT TO ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES AND PRODUCTS DERIVED THEREFROM, TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTORS, THEIR SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS BENEATH THE SURFACE OF SAID LAND TO EXPLORE FOR, EXTRACT, MINE AND REMOVE THE SAME AND TO MAKE SUCH USE OF THE SAID LAND BENEATH THE SURFACE AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH, WHICH USE MAY INCLUDE LATERAL OR SLANT DRILLING BORING, DIGGING OR SINKING OF WELLS, SHAFTS OR TUNNELS, PROVIDED, HOWEVER, THAT SAID GRANTORS, THEIR SUCCESSORS AND ASSIGNS, SHALL NOT USE THE SURFACE OF SAID LAND IN THE EXERCISE OF ANY OF SAID RIGHTS AND SHALL NOT DISTURB THE SURFACE OF SAID LAND OR ANY IMPROVEMENTS THEREON, AS RESERVED BY SOUTHERN PACIFIC COMPANY AND PACIFIC ELECTRIC RAILWAY COMPANY, IN DEED RECORDED DECEMBER 7, 1959 IN BOOK D-685 PAGE 3, OFFICIAL RECORDS.

* To be revised pursuant to Section 2.10 above upon recordation of the Parcel Map No. 060785.

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EXHIBIT “B”

PARCEL MAP

[To be provided]

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EXHIBIT “C”

PROJECT PLANS

[To be provided]

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EXHIBIT “D”

CONSTRUCTION PERMIT FEES

Developer shall pay the following fees and charges that are within the City’s jurisdiction and at the rate in effect at the time applications are made:

1. Upon submittal for Architectural Review Board (ARB) review, Developer shall pay City fees for processing of ARB applications;

2. Upon submittal for plan check, Developer shall pay City plan check fees;

3. Prior to issuance of construction permits, Developer shall pay the following City fees:

• Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping, Excavation and Shoring Permit fees (collected by Building & Safety)

• Shoring Tieback fee (collected by EPWM) • Construction and Demolition (C&D) Waste Management fee (SMMC

Section 7.60.020) (collected by EPWM) (collected by EPWM) • Wastewater Capitol Facilities Fee (SMMC Section 7.04.460) (collected by

EPWM) • Water Capital Facilities Fee & Water Meter Instillation fee (Water Meter

Permit fee) (SMMC Section 7.12.090) (collected by EPWM) • Fireline Meter fee (SMMC Section 7.12.090) (collected by EPWM) • Olympic Boulevard Access License Agreement fee for the additional

driveway width 4. Prior to issuance of permits for any construction work in the public right-of-

way, or use of public property, Developer shall pay the following City fees:

• Use of Public Property Permit fees (SMMC 7.04.670) (EPWM) • Utility Excavation Permit fee (SMMC 7.04.010) (EPWM) • Street Permit fee (SMMC 7.04.790) (EPWM)

5. The Developer shall reimburse the City for its actual costs to monitor environmental mitigation measures. The City shall bill the developer for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developer shall submit payment to the City within 30 days; and

6. The Developer shall reimburse the City for its ongoing actual costs to monitor the project’s compliance with the Development Agreement. The City shall bill the developer for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developer shall submit payment to the City within 30 days.

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EXHIBIT “E”

PROJECT MITIGATION MEASURES

AES-3(a) Shielded Exterior Lighting. The applicant shall design exterior building lighting that sheds light pools only on the project site, incorporating “cut-off” shields as appropriate to prevent an increase in lighting at adjacent and nearby residential uses.

AES-3(b) Shielded Landscape Illumination. Landscape illumination and exterior sign lighting shall be accomplished with low-level, unobtrusive fixtures. Such lighting shall be shielded to direct light pools away from off-site viewers.

AES-3(c) Low Glare Materials. The development shall use non-reflective or glare resistant materials on all exposed exterior surfaces.

CONSTRUCTION EFFECTS

CON-1 The applicant shall prepare and implement a Construction Impact Mitigation Plan to include the plan for traffic management during construction. This plan shall be subject to review and approval by the City and, at a minimum, shall include the following:

• A public information program to advise motorists of impending construction activities (e.g., media coverage, portable message signs, and information signs at the construction site)·

• Approval from the Transportation Management, Environmental Public Works Management and all other affected agencies for any construction detours or construction work requiring encroachment into public rights-of-way, or any other street use activity (e.g., haul routes).

• Timely notification of construction schedules to all affected agencies (e.g., Police Department, Fire Department, Department of Environmental and Public Works Management, Department of Planning and Community Development, and Transportation Management Division).

• A traffic control plan for the streets surrounding the work area, which includes specific information regarding the project’s construction and activities that will disrupt normal traffic flow

• Prohibition of dirt and demolition material hauling and construction material delivery during the morning and afternoon peak traffic periods and cleaning of streets and equipment as

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necessary.

• Except as specifically approved by the Department of Public Works and Transportation Management, scheduling and expediting of work to cause the least amount of disruption and interference to the adjacent vehicular and pedestrian traffic flow. All weekday daytime work on City streets shall be performed between the hours of 9:00 AM and 3:00 PM.

• Limiting of queuing of trucks to on-site and prohibition of truck queuing on area roadways.

• Scheduling of preconstruction meetings with affected agencies to properly plan methods of controlling traffic through work areas.

• Storage of construction material and equipment within the designated work area and limitation of equipment and material visibility to the public.

• Provision for providing off street parking to construction employees, including use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica.

CON-2(a) Dust generated by the development activities shall be kept to a minimum with a goal of retaining dust on the site as follows:

• During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, water trucks or sprinkler systems are to be used to prevent dust from leaving the site and to create a crust after each day’s activities cease.

• During construction, water trucks or sprinkler systems shall be used to keep all areas of vehicle movement damp enough to prevent dust from leaving the site. At a minimum, this would include wetting down such areas in the later morning and after work is completed for the day and whenever wind exceeds 15 miles per hour.

• During construction, the streets and sidewalks within 150 feet of the site perimeter shall be swept.

• Soil stockpiled for more than two (2) days shall be covered, kept moist, or treated with soil binders to prevent dust

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generation.

• During construction, a minimum 8 ft. high perimeter construction fencing with a mesh or screen material shall be installed to capture dust on site.

CON-2(b) Any construction equipment used on the site must meet the following conditions in order to reduce NOx emissions:

• The number of pieces of equipment operating simultaneously must be minimized through efficient management practices;·

• Construction equipment must be maintained in tune per manufacturer’s specifications;

• Equipment shall be equipped with 2 to 4-degree engine timing retard or precombustion chamber engines;

• Catalytic converters shall be installed; and Diesel-powered equipment such as booster pumps or generators should be replaced by electric equipment.

CON-3(a) All diesel equipment shall be operated with closed engine doors and shall be equipped with factory-recommended mufflers.

CON-3(b) Whenever feasible, electrical power shall be used to run air compressors and similar power tools.

CON-3(c) For all noise-generating construction activity on the project site, additional noise attenuation techniques shall be employed, as needed and feasible, to reduce noise levels to City of Santa Monica noise standards. Such techniques may include, but are not limited to, the use of sound blankets on noise generating equipment and the construction of temporary sound barriers, including walls or other sound attenuating features, between construction sites and nearby sensitive receptors.

CON-3(d) The applicant shall provide a telephone number for local residents to call to submit complaints associated with construction noise. The number shall be posted on both the Lantana East and Lantana South portions of the site and shall be easily viewed from adjacent public areas.

CON-4 The applicant shall submit a parking plan to City Planning staff for approval that designates area(s) off-site to accommodate up to 300 parking spaces for employees whose parking is displaced during construction. If the off-site location is more than 1,000 feet from the employee’s worksite, a shuttle shall be provided.

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GEOLOGY

GEO-1 Design and construction of the buildings shall be engineered to withstand the expected ground acceleration that may occur at this site. The calculated design base ground motion for the site shall take into consideration the soil type, potential for liquefaction, and the most current and applicable seismic attenuation methods that are available. All on-site structures shall comply with applicable provisions of the Uniform Building Code and the California Building Code.

GEO-2 A geotechnical study shall be prepared for the project site, prior to site development. This report shall include an analysis of the liquefaction potential of the underlying materials. If the site is found to be prone to seismically-induced liquefaction, appropriate techniques to minimize liquefaction potential shall be prescribed and implemented. If found to be necessary, suitable measures to reduce liquefaction impacts could include, but are not limited to: (1) specialized design of foundations by a structural engineer; (2) removal or treatment of liquefiable soils to reduce the potential for liquefaction; (3) drainage to lower the groundwater table to below the level of liquefiable soils; (4) in-situ densification of soils; or (5) other alterations to the ground characteristics. All on-site structures shall comply with applicable methods of the Uniform Building Code and California Building Code.

GEO-3(a) The geotechnical study required in Measure GEO-2 shall include an evaluation of the potential for soil settlement beneath the site. Any recommended measures to minimize settlement potential shall be fully implemented in accordance with UBC requirements.

GEO-3(b) The geotechnical report shall include a means to control the quality of fill to be used below the building and parking areas. This quality control is to ensure that the fill material is of suitable quality to prevent subsidence.

GEO-4(a) The geotechnical study required in Measure GEO-2 shall include an evaluation of the potential for slope stability at the site. The information obtained shall be used to design the excavation and excavation shoring to prevent destabilization of the excavation sidewalls. Any recommendations contained in the geotechnical report shall be fully implemented.

GEO-4(b) If ground water is present, the parking lot design shall consider a mechanism of removing groundwater. Groundwater has been reported to be present at about thirty-five (35’) to 40 feet below grade. Because depth to groundwater varies seasonally, the need for a groundwater removal system (and its design, if necessary) shall consider historical ranges in depth to groundwater. The removal system, if required, shall be designed to prevent the parking garage from flooding.

GEO-4(c) If groundwater is to be pumped (during construction or long term), the proper discharge permits (such as a National Pollution Discharge Elimination System- NPDES permit) or sanitary sewer discharge permit must be obtained from the Regional Water Quality Control Board or the Sanitary District. If construction dewatering or a long-term dewatering system are

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to be installed, then the appropriate permits must be obtained, the permit conditions followed, and the groundwater removal system shall be maintained in good order to ensure its proper operation.

GEO-5(a) The ground floor should be constructed one foot above the projected inundation depth. The drainage system within the subterranean parking area shall be designed to accommodate anticipated flows.

GEO-5(b) Flood proofing measures shall include permanent sealing of grade level openings; use of paints, membranes, or mortar to reduce water seepage through walls; installation of water tight doors, bulkheads, and shutters in below grade areas; installation of flood water pumps; and proper modification and protection of all electrical equipment, circuits, and appliances so that the risk of electrocution or fire is eliminated.

RECREATION

REC-1 The Project shall pay a fee in the amount of $0.555 per square foot. The fee shall be adjusted for inflation by the percentage change in the Consumer Price Index (“CPI”) occurring between June, 2002 through the month in which payment is made. The CPI shall mean the index for Urban Wage Earners and Clerical Workers for the Los Angeles-Long Beach-Anaheim statistical area, as published by the United States Department of Labor, Bureau of Labor Statistics. In-lieu of paying the total fee prior to the issuance of a building permit, the applicant/developer may pay at least twenty-five percent (25%) of the total fee prior to the issuance of a Certificate of Occupancy for the Project. The balance of the fee shall be due in equal annual installments with payment in full no later than three (3) years after the issuance of such Certificate of Occupancy. All payments are subject to adjustment for inflation as provided above. If the applicant or developer elects to pay the fee after the issuance of building permits as provided above, the fee shall be secured by execution of an irrevocable letter of credit or other form of security acceptable to the City in favor of the City for the full amount of the obligation. The letter of credit or other acceptable security shall be delivered to the City prior to the issuance of building permits for the development. The fee shall be deposited into a Parks Mitigation Fund to be used for the acquisition and development of new parks or for significant capital improvements which increase the recreational opportunities of existing parks in the vicinity of the Project site.

Construction of the Stewart Park improvements in accordance with the Lantana South Development Agreement, as set forth in Exhibit “M” of that agreement, shall satisfy this provision REC-1.

TRANSPORTATION/TRAFFIC

TC-1 Roadway Improvements. The applicant shall be required to implement the following physical and operational improvements to increase the capacity of the roadway system at the affected intersections. Final engineered plans and specifications for such improvements shall be subject to the review and approval of the City Transportation Engineer.

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The first of Lantana East and Lantana South to receive a building permit shall be responsible for all of the following measures:

20th St. & Olympic Blvd. Providing protected left turn phasing at all approaches to the traffic signal at 20th Street and Olympic Boulevard would mitigate project impacts at this location. This mitigation would not require the acquisition of additional right-of-way or the loss of on-street parking. Implementation of this mitigation measure would necessitate the provision and installation of some combination of new striping, signage, controllers, controller cabinets, poles, mast arms, and signal heads.

Stewart Street and Colorado Avenue. Providing protected/permitted left turn phasing at the westbound approach to the traffic signal at Stewart Avenue and Colorado Avenue would mitigate project impacts at this location. This mitigation would not require the acquisition of additional right-of-way or the loss of on-street parking. Implementation of this mitigation measure would necessitate the provision and installation of some combination of new striping, signage, controllers, controller cabinets, poles, mast arms, and signal heads.

Centinela Avenue and Exposition Boulevard. A traffic signal at Exposition Boulevard and Centinela Avenue with an exclusive northbound left turn lane and protected left turn phasing would mitigate project impacts at this location. A signal warrant analysis has been conducted in order to confirm that signal control is justified. However, the majority of the intersection is owned and controlled by the City of Los Angeles, and the implementation of a traffic signal at this location is out of the control of the City of Santa Monica. The signalization of this intersection would require an additional left-turn lane at the northbound approach. Centinela Avenue has 36’ of roadway width at this location. The mitigation, requiring 3 12-foot lanes, could fit within this dimension, but on-street parking would need to be removed. While implementation of this improvement will require City of Los Angeles approval, this mitigation measure is considered feasible based on the above physical criteria. Implementation of this mitigation measure would necessitate the provision and installation of some combination of new striping, signage, controllers, controller cabinets, poles, mast arms, signal heads, pedestrian heads, curb and gutters, and safety lighting. Although mitigations at this intersection appear feasible, implementation is dependent on factors outside the City of Santa Monica’s and the applicant’s control. Accordingly, the applicant shall not be required to implement this measure unless it is approved by the City of Los Angeles. The applicant shall use its good faith reasonable efforts to obtain such approval, including filing a “B” permit application or other application plans, specifications and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the Mitigation Measure. These applications shall be submitted prior to the issuance of building permits. If timely approved by the City of Los Angeles, such improvements shall be completed prior to issuance of a certificate of occupancy for the Project.

Olympic Boulevard and Bundy Drive. The addition of a second left-turn lane for both the northbound and southbound approaches and a third northbound through lane would require lane and median reconfigurations to be implemented. The southbound six-foot wide median and an

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18-foot wide through lane at the eastern edge of the roadway would need to be reduced by 2 feet and 4 feet, respectively, to provide width for the additional southbound left turn lane. Approximately 6 feet of roadway would be required to implement this improvement. Assuming that an eight-foot right-of-way exists beyond the curb, no additional right-of-way would be necessary. To accommodate the northbound lanes, the southern leg of the intersection would need to be widened to accommodate one additional left turn lane and one additional through lane. The southwest and northeast curbs of the intersection would need to be relocated to accommodate the new alignment. Lanes would have to taper back to the current two-lane configuration at an appropriate distance from the intersection. To accommodate these improvements, the western curb (south of the intersection) and the eastern curb (north of the intersection) would need to be relocated, and the required improvements collectively would require acquisition of additional right-of-way. The City of Los Angeles has complete ownership of this intersection, and initial analysis of such an improvement by the City of Los Angeles indicates that this improvement is feasible. The final outcome of this recommended improvement is outside of the control of the City of Santa Monica. Accordingly, the applicant shall not be required to implement this measure unless it is approved by the City of Los Angeles. The applicant shall use its good faith reasonable efforts to obtain such approval, including filing a “B” permit application or other application plans, specifications and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the Mitigation Measure These applications shall be submitted prior to the issuance of building permits. Implementation of this mitigation measure would necessitate the provision and installation of some combination of new striping, signage, controller cabinets, poles, mast arms, signal heads, pedestrian heads, curb and gutters, and safety lighting. If timely approved by the City of Los Angeles, such improvements shall be completed prior to issuance of a certificate of occupancy for the Project.

TC-2(a) Attendants shall be required to be on-site during the operational hours of the project to ensure that the tandem spaces provided are used optimally.

TC-2(b) Tenants of Lantana South and East shall provide free on-site parking to their employees. The City Transportation Planning Manager may modify this requirement if a Preferential Parking Zone that prevents employees and visitors from parking on residential streets is fully implemented in the residential neighborhood south of the project.

TC-2(c) Car/van pool and bicycle parking shall be located close to building entrances and elevators to achieve vehicle trip/vehicle mile reduction goals. Secure bicycle parking shall be provided.

The Project shall be solely responsible for the following measure:

TC-3(a) The Lantana East parking structure design shall include stop-sign controls at the driveway and be designed to City standards. To ensure efficient access in and out of the at-grade parking spaces and the below-grade parking structure.

NEIGHBORHOOD EFFECTS

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NE-5 The following requirement shall be added to the Traffic Impact Mitigation Plan required for the proposed project: The overnight parking of heavy-duty trucks on the local and collector streets surrounding the project site shall be prohibited.

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EXHIBIT “F”

PROJECT CONDITIONS OF APPROVAL

Plans

1. This approval is for those plans dated (insert date marked on Project Plans), a copy of which shall be maintained in the files of the City Planning Division. Project development shall be consistent with such plans, except as otherwise specified in these conditions of approval.

2. The Plans shall comply with all other provisions of Chapter 1, Article IX of the Municipal Code, (Zoning Ordinance) and all other pertinent ordinances and General Plan policies of the City of Santa Monica.

3. Final parking lot layout and specifications shall be subject to the review and approval of the Transportation Management Division.

4. Minor amendments to the plans shall be subject to approval by the Director of Planning. A significant change in the approved plans shall be subject to review as provided in the Development Agreement. Construction shall be in conformance with the plans submitted or as modified in accordance with the Development Agreement.

Architectural Review Board

5. Construction period signage shall be subject to the approval of the Architectural Review Board.

6. Plans for signage shall be subject to review and approval by the Architectural Review Board.

Demolition

7. Street trees shall be maintained, relocated or provided as required in a manner consistent with the City’s Community Forest Management Plan 2000, per the specifications of the Open Space Management Division of the Community and Cultural Services Department and the City’s Tree Code (SMMC Section 7.40). No street trees shall be removed without the approval of the Open Space Management Division.

8. Immediately after demolition (and during construction), a security fence, the height of which shall be 8 feet, shall be maintained around the perimeter of the lot. The lot shall be kept clear of all trash, weeds, etc.

Construction

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9. Unless otherwise approved by the Department of Environmental and Public Works Management, all sidewalks shall be kept clear and passable during the grading and construction phase of the project.

10. Sidewalks, curbs, gutters, paving and driveways which need replacing or removal as a result of the project as determined by the Department of Environmental and Public Works Management shall be reconstructed to the satisfaction of the Department of Environmental and Public Works Management. Approval for this work shall be obtained from the Department of Environmental and Public Works management prior to issuance of the building permits.

11. Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Immediately after commencing dirt removal from the site, the general contractor shall provide the City of Santa Monica with written certification that all trucks leaving the site are covered in accordance with this condition of approval.

12. A construction period mitigation plan shall be prepared by the applicant for approval by the Department of Environmental and Public Works Management prior to issuance of a building permit. The approved mitigation plan shall be posted on the construction site for the duration of the project construction and shall be produced upon request. As applicable, this plan shall 1) Specify the names, addresses, telephone numbers and business license numbers of all contractors and subcontractors as well as the developer and architect; 2) Describe how demolition of any existing structures is to be accomplished; 3) Indicate where any cranes are to be located for erection/construction; 4) Describe how much of the public street, alleyway, or sidewalk is proposed to be used in conjunction with construction; 5) Set forth the extent and nature of any pile-driving operations; 6) Describe the length and number of any tiebacks which must extend under the property of other persons; 7) Specify the nature and extent of any dewatering and its effect on any adjacent buildings; 8) Describe anticipated construction-related truck routes, number of truck trips, hours of hauling and parking location; 9) Specify the nature and extent of any helicopter hauling; 10) State whether any construction activity beyond normally permitted hours is proposed; 11) Describe any proposed construction noise mitigation measures; 12) Describe construction-period security measures including any fencing, lighting, and security personnel; 13) Provide a drainage plan; 14) Provide a construction-period parking plan which shall minimize use of public streets for parking; 15) List a designated on-site construction manager; 16) Provide a construction materials recycling plan which seeks to maximize the reuse/recycling of construction waste; 17) Provide a plan regarding use of recycled and low-environmental-impact materials in building construction; 18) provide a construction period water runoff control plan.

13. A sign shall be posted on the property in a manner consistent with the public hearing sign requirements which shall identify the address and phone number of the owner and/or applicant for the purposes of responding to questions and complaints during the

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construction period. Said sign shall also indicate the hours of permissible construction work.

14. The property owner shall insure any graffiti on the site is promptly removed through compliance with the City’s graffiti removal program.

15. A copy of these conditions shall be posted in an easily visible and accessible location at all times during construction at the project site. The pages shall be laminated or otherwise protected to ensure durability of the copy.

Environmental Mitigation

16. Ultra-low flow plumbing fixtures are required on all new development and remodeling where plumbing is to be added. (Maximum 1.6 gallon toilets and 1.0 gallon urinals and low flow shower head.)

17. To mitigate solid waste impacts, prior to issuance of a Certificate of Occupancy, project owner shall submit a recycling plan to the Department of Environmental and Public Works Management for its approval. The recycling plan shall include 1) list of materials such as white paper, computer paper, metal cans, and glass to be recycled; 2) location of recycling bins; 3) designated recycling coordinator; 4) nature and extent of internal and external pick-up service; 5) pick-up schedule; 6) plan to inform tenants/ occupants of service.

18. To mitigate storm water and surface runoff from the project site, an Urban Runoff Mitigation Plan is required by the Department of Environmental and Public Works Management (EPWM) pursuant to Municipal Code Chapter 7.10. Applicant shall contact EPWM to determine applicable requirements, which include the following:

• Non-stormwater runoff, sediment and construction waste from the construction site and parking areas is prohibited from leaving the site;

• An sediments or materials which are tracked off-site must be removed the same day they are tracked off-site;

• Excavated soil must be located on the site and soil piles should be covered and otherwise protected so that sediments do not go into the street or adjoining properties;

• Washing of construction or other vehicles shall be allowed adjacent to a construction site. No runoff from washing vehicles on a construction site shall be allowed to leave the site;

• Drainage controls may be required depending on the extent

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of grading and topography of the site.

• New development is required to reduce projected runoff pollution by at least twenty percent through incorporation of design elements or principles, such as increasing permeable surfaces, diverting or catching runoff via swales, berms, and the like; orientation of drain gutters towards permeable areas; modification of grades; use of retention structures and other methods.

Miscellaneous Conditions

19. The building address shall be painted on the roof of each building and shall measure 4 feet by 8 feet (32 square feet).

20. The operation shall at all times be conducted in a manner not detrimental to surrounding properties or residents by reason of lights, noise, activities, parking or other actions.

21. If any archaeological remains are uncovered during excavation or construction, work in the affected area shall be suspended and a recognized specialist shall be contacted to conduct a survey of the affected area at project’s owner’s expense. A determination shall then be made by the Director of Planning to determine the significance of the survey findings and appropriate actions and requirements, if any, to address such findings.

22. Street and/or alley lighting shall be provided on public rights-of-way adjacent to the project if and as needed per the specifications and with the approval of the Department of Environmental and Public Works Management.

23. Parking areas and structures, and other facilities generating wastewater with significant oil and grease content are required to pretreat these wastes before discharging to the City sewer or storm drain system. Pretreatment will require that a clarifier or oil/water separator be installed and maintained on site. In cases where settleable solids are present (or expected) in greater amounts than floatable oil and grease, a clarifier unit will be required. In cases where the opposite waste characteristics are present, an oil/water separator with automatic oil draw-off will be required instead. The Environmental and Public Works Management Department will set specific requirements. Building permit plans shall show the required installation.

24. Mechanical equipment shall not be located on the side of any building which is adjacent to a residential building on the adjoining lot. Roof locations may be used when the mechanical equipment is installed within a soundrated parapet enclosure.

25. Final approval of any mechanical equipment installation will require a noise test in compliance with SMMC section 4.12.040. Equipment for the test shall be provided by the owner or contractor and the test shall be conducted by the owner or contractor. A

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copy of the noise test results on mechanical equipment shall be submitted to the Community Noise Officer for review to ensure that noise levels do not exceed maximum allowable levels for the applicable noise zone.

26. Final building plans submitted for approval of a building permit shall include on the plans a list of all permanent mechanical equipment to be placed outdoors and all permanent mechanical equipment to be placed indoors which may be heard outdoors.

Monitoring of Conditions

27. Pursuant to the requirements of Public Resources Code Section 21081.6, the City Planning Division will coordinate a monitoring and reporting program regarding any required changes to the project made in conjunction with project approval and any conditions of approval, including those conditions intended to mitigate or avoid significant effects on the environment. This program shall include, but is not limited to, ensuring that the Planning Division itself and other City divisions and departments such as the Building Division, the Environmental and Public Works Management Department, the Fire Department, the Police Department, the Community and Economic Development Department and the Finance Department are aware of project requirements which must be satisfied prior to issuance of a Building Permit, Certificate of Occupancy, or other permit, and that other responsible agencies are also informed of conditions relating to their responsibilities. Project owner shall demonstrate compliance with conditions of approval in a written report submitted to the Planning Director and Building Officer prior to issuance of a Building Permit or Certificate of Occupancy, and, as applicable, provide periodic reports regarding compliance with such conditions.

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EXHIBIT “G”

PUBLIC BENEFITS

1. New Sidewalks. Developer shall construct new sidewalks along the streets shown on Exhibit “N,” attached hereto, a portion of which are located within the City of Los Angeles. If Developer is not permitted by the City of Los Angeles to construct such sidewalks in spite of Developer’s good faith efforts to such end, Developer shall construct an equivalent amount of square footage of the new sidewalks along Olympic Boulevard in the general Project vicinity in the City of Santa Monica in a location to be determined by the City. Developer shall be responsible for construction of the sidewalks removing construction related debris and excess materials, backfilling and restoring the adjacent grade and landscaping that is disturbed by the construction of the sidewalks. For that portion of the sidewalk located in the City of Santa Monica, the City shall be responsible for all utilities, roadways, and street trees, including, the relocation or preservation of existing specimen trees. Such sidewalks shall be designed and constructed in accordance with applicable City laws, policies and regulations of the City of Santa Monica, or City of Los Angeles then in effect for the pertinent jurisdiction and the specifications attached as Exhibit “N.” Except as provided in Sections 4.4 and 15.8 above, Developer shall commence construction of the sidewalks as set forth in Section 2.5.5 above, shall prosecute such construction with reasonable diligence and, shall complete construction prior to issuance of the certificate of occupancy for the Project. Developer shall be released from this obligation if the developer of Lantana South constructs such improvements.

2. Childcare Contribution. Following completion of the Project, Developer shall make a childcare contribution to the City in the amount of $168,000. [Open issue as to amount]. Said contribution shall be payable in five equal installments, with the first installment due and payable on the first anniversary of the issuance of the certificate of occupancy for the Project and the four subsequent installments on the second, third, fourth and fifth anniversaries, respectively. The City shall deposit such contributions into a separate trust fund to be used exclusively to provide for childcare in the City.

3. Arts Fee. On or before issuance of the certificate of occupancy for the Project, Developer shall pay an arts fee of $25,000 to the City to be deposited into a separate fund for the arts.

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EXHIBIT “H”

ZONING ORDINANCE

[To be provided]

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EXHIBIT “I”

LANTANA EAST DEVELOPMENT AGREEMENT

PARKING REQUIRED FOR PERMITTED USES

WEST

CENTER EAST

• Existing Parking Office/Edit 8,112 @ 1/300 = 27 sp Production 45,971 @ 1/400 = 115 sp

• Warehouse None @ 1/1000 = -0-

Total Required 142 sp

• Existing Parking Restaurant 5,820 @ 1/75 = **15 Office/Edit 127,810 @ 1/300 = 426 Production 67,178 @ 1/400 = 168

• Warehouse None @ 1/1000 = -0-

Total Required 609 sp ** Only 15 spaces for restaurant per RPP 90-007

• Proposed Parking Office/Edit 9,616 @ 1/300 = 32 sp Production 54,489 @ 1/400 = 136 sp

• Warehouse None @ 1/1000 = -0-

Total Required 168 sp

• Total Spaces Available

82 Standard/HC 54 Compact

• 34 Tandem

• 170 Total Spaces Provided

Ratio: 54,083 sf = 318 sf/sp 170 sp

• Total Spaces Available

279 Standard/HC 106 Compact

• 94 Tandem

• 479 Total Spaces Provided

Ratio: 200,808 sf = 419 sf/sp 479 sp • The Center Building is legal-nonconforming. Change of use is also subject to SMMC 9.04.18.

• Total Spaces Available

96 Standard/HC 64 Compact

• 40 Tandem

• 200 Total Spaces Provided

Ratio: 64,105 sf = 321 sf/sp 200 sp

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TOTAL PARKING PROVIDED FOR ALL USES

457 Standard/Handicap 220 Compact • 168 Tandem

845 total spaces, Plus 6 Delivery Loading spaces & 2 Electric Vehicle Recharge spaces •

• Parking Ratio for Site

54,083 + 200,808 + 64,105 = 318,996 sf = 378 square feet/space 845 sp 845 sp Uses may be intensified subject to SMMC Section 9.04.10.08.030(e)(1) and available parking resources.

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EXHIBIT “J”

SIGN CODE

[To Be Added]

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EXHIBIT “K”

STORM DRAIN

[To Be Added]

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EXHIBIT “L”

OLYMPIC ACCESS

[To Be Added]

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EXHIBIT “M”

Recording Requested By and When Recorded Mail To: Armbruster & Goldsmith, LLP 10940 Wilshire Boulevard, Suite 2100 Los Angeles, CA 90024 Attn: Dale Goldsmith, Esq. ______________________________________________________________________________

ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into by and between LANTANA NORTH HINES DEVELOPMENT, LLC, a California limited liability company (“Assignor”), and ________________________, a __________________ (“Assignee”).

R E C I T A L S A. The City of Santa Monica (“City”) and Assignor entered into that certain Development Agreement dated _______________, 2004 (the “Development Agreement”), with respect to the real property located in the City of Santa Monica, State of California more particularly described in Exhibit “A” attached hereto (the “Project Site”).

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

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

D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Project Site.

THEREFORE, the parties agree as follows:

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

2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the

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Project Site.

3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Project Site.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below.

“ASSIGNOR” LANTANA NORTH HINES DEVELOPMENT,

LLC, a California limited liability company Date: ________________, ____ By: __________________________________ Its: __________________________________ “ASSIGNEE” _____________________________________, a ____________________________________ Date: ________________, ____ By: __________________________________ Its: __________________________________

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RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Santa Monica on this ___ day of ________________, ________.

CITY OF SANTA MONICA ___________________________________ By: _______________________________ Planning Director

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STATE OF CALIFORNIA ) ) SS: COUNTY OF _____________ ) On __________________, 2004, before me, ______________________, a Notary Public, personally appeared _________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature ___________________________ (Seal) STATE OF CALIFORNIA ) ) SS: COUNTY OF _____________ ) On __________________, 2004, before me, ______________________, a Notary Public, personally appeared _________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.

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EXHIBIT “N”

NEW SIDEWALKS

[DIAGRAM TO BE ADDED]

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SPECIFICATIONS FOR THE CONSTRUCTION OF OFF-SITE SIDEWALKS (For off-site, public benefit sidewalk work only)

• WORK IN THE CITY OF LOS ANGELES Developer shall obtain pertinent permits from and construct sidewalks on Centinela Avenue to City of Los Angeles standards. • CITY PERMIT & INSPECTION REQUIRED Before any off-site improvements are begun, a contractor who possesses a Class B, General, or Class C-8, Concrete contractor’s license shall obtain a Street Permit from the Environmental Public Works Management office, Room 113 at City Hall (458-8737). REQUIRED INSPECTIONS: The contractor shall schedule the following inspections with the City’s Senior Public Works Inspector (310) 458-8737 (at least 24 hours prior notice is required):

1. Pre-Job/Mark Out. City Public Works Inspector will mark out with contractor; 2. Forms - Grade – Compaction. Prior to pouring any concrete; and 3. Final inspection.

SPECIFICATIONS FOR OFF-SITE WORK:

PCC/CONCRETE: 1. Minimum Mix C-2500, 5.5 sack. 2. Must have clear curing compound applied within 30 minutes of final

finish. 3. All forms must be of 2" thick material with proper staking every 3'

with braces on all sidewalk form work. 4. All required joint or score marks at driveways, curb & gutters, PCC

alleys, etc., to be done with 3/4" depth hand tool jointers. No saw cuts unless specified by plans and approved by the Senior Public Works Inspector.

5. Sidewalk is 4" minimum depth, 6" for driveway sections. Scoring is to match the existing dominant pattern in the area or as approved by the Public Works Inspector.

No final inspection will be made or given until all work is complete, forms are removed, adjacent areas are backfilled and construction equipment and debris is removed. NOTE: If any diversion of pedestrian or vehicular traffic is needed, or any intermittent use of traffic

lanes, contractor must first get prior approval from the Transportation Management office, 458-8291. The contractor shall implement safety measures necessary to divert pedestrians and/or traffic.

For information or inspection appointments, call the Senior Public Works Inspector at 458-8737 between

the hours of 7:30 a.m. and 8:30 a.m., or 3:00 p.m. and 4:00 p.m. during normal business days.

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EXHIBIT “O”

COVENANTS, CONDITIONS AND RESTRICTIONS

[TO BE ADDED]

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EXHIBIT “P”

MITIGATION MONITORING PLAN

[TO BE ADDED]