ORDINANCE NO

Transcription

1 ORDINANCE NO An rdinance authrizing the executin f an amended and restated develpment agreement by and between the City f Ls Angeles and Westfield relating t real prperty in the Canga Park-Winnetka-Wdland Hills-West Hills Cmmunity Plan area and lcated at 6360 Nrth Tpanga Canyn Bulevard, West Victry Bulevard, West Erwin Street, and 6351 Nrth Owensmuth Avenue. WHEREAS, the City Planning Cmmissin n Octber 27, 2011, apprved and recmmended that the City Cuncil apprve the develpment agreement which is attached t Cuncil File N by and between the City f Ls Angeles and Westfield (Develpment Agreement) which Develpment Agreement is hereby incrprated by reference and which is hereby incrprated int the prvisins f this rdinance; and WHEREAS, after due ntice the City Planning Cmmissin and the City Cuncil did cnduct public hearings n this matter; and WHEREAS, pursuant t Califrnia Gvernment Cde Sectin 65864, et seq., the City Planning Cmmissin has transmitted t City Cuncil its findings and recmmendatins; and WHEREAS, the Develpment Agreement is in the public interest and is cnsistent with the City's General Plan and the Canga Park-Winnetka-Wdland Hills West Hills Cmmunity Plan and Warner Center Specific Plan; and WHEREAS, The City Cuncil has reviewed and cnsidered the Develpment Agreement and the findings and recmmendatins f the City Planning Cmmissin. NOW, THEREFORE, THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS: that: Sectin 1. The City Cuncil finds, with respect t the Develpment Agreement, (a) It is cnsistent with the City's General Plan, plicies and prgrams specified in the Canga Park-Winnetka-Wdland Hills-West Hills Cmmunity Plan and is cmpatible with the uses authrized in, and the regulatins prescribed fr, the zne in which the real prperty is lcated; (b) The intensity, building height and use set frth in the Develpment Agreement are permitted by r are cnsistent with the Canga Park-Winnetka Wdland Hills-West Hills Cmmunity Plan; 1

2 (c) It will nt be detrimental t the public health, safety and general welfare since it encurages the cnstructin f a prject that is desirable and beneficial t the public. Furthermre, the Develpment Agreement specifically permits applicatin t the prject f rules and regulatins under the Ls Angeles Municipal Cde Sectin t relating t public health and safety; (d) It cmplies with all applicable City and State regulatins gverning develpment agreements; and (e) It is necessary t strengthen the public planning prcess and t reduce the public and private csts f develpment uncertainty. Sec. 2. The City Cuncil hereby apprves the Amended and Restated Develpment Agreement, and authrizes and directs the Mayr t execute the Amended and Restated Develpment Agreement in the name f the City f Ls Angeles. 2

3 Sec. 3. The City Clerk shall certify t the passage f this rdinance and have it published in accrdance with Cuncil plicy, either in a daily newspaper circulated in the City f Ls Angeles r by psting fr ten days in three public places in the City f Ls Angeles: ne cpy n the bulletin bard lcated at the Main Street entrance t the Ls Angeles City Hall; ne cpy n the bulletin bard lcated at the Main Street entrance t the Ls Angeles City Hall East; and ne cpy n the bulletin bard lcated at the Temple Street entrance t the Ls Angeles Cunty Hall f Recrds. I hereby certify that this rdinance was passed by the Cuncil f the City f Ls Angeles, at its meeting f ff& JUNE LAGMAY, City Clerk Apprved MA_R_O _1_20_17_. Deputy Apprved as t Frm and Legality Mayr CARMEN A. TRUTANICH, City Attrney tj /:' /p }Lw{ fj - u~v-- LAURA M CADOGAN Deputy City Attrney Date ) "lu/ 12.- ~ File N. ---=C:...:..F--=N'-'-= --=1:...:.1_-1'-"9'-"-8-=-0 Pursuant t Charter Sectin 559, I apprve this rdina nee n behalf f the City Planning Cmmissin and recmmend that it be adpted February 1 3, 2012 See attached reprt. Michael LGrande Directr f Planning M:\RP-E\Laura Cadgan\ORDINANCES\Westfield Tpanga Ordinance.DOC 3

4 DECLARATION OF POSTING ORDINANCE I, MARIA VIZCARRA, state as fllws: I am, and was at all times hereinafter mentined, a resident f the State f Califrnia, ver the age f eighteen years, and a Deputy City Clerk f the City f Ls Angeles, Califrnia. Ordinance N Authrizing the executin f an amended and restated develpment agreement by and between the City f Ls Angeles and Westfield relating t real prperty in the Canga Park~Winnetka-Wdland Hills-West Hills Cmmunity Plan area and lcated at 6360 Nrth Tpanga Canyn Bulevard, West Victry Bulevard, West Erwin Street, and 6351 Nrth Owensmuth Avenue - -a cpy f which is heret attached, was finally adpted by the Ls Angeles City Cuncil n February 29, 2012 and under the directin f said City Cuncil and the City Clerk, pursuant t Sectin 251 f the Charter f the City f Ls Angeles and Ordinance N , n March 2, 2012 I psted a true cpy f said rdinance at each f the three public places lcated in the City f Ls Angeles, Califrnia, as fllws: 1) ne cpy n the bulletin bard lcated at the Main Street entrance t the Ls Angeles City Hall; 2) ne cpy n the bulletin bard lcated at the Main Street entrance t the Ls Angeles City Hall East; 3) ne cpy n the bulletin bard lcated at the Temple Street entrance t the Ls Angeles Cunty Hall f Recrds. Cpies f said rdinance were psted cnspicuusly beginning n March 2, 2012 and will be cntinuusly psted fr ten r mre days. I declare under penalty f perjury that the freging is true and crrect. Signed this 2nd day f March 2012 at Ls Angeles, Califrnia. Maria izcarra, Dep y Ctty Clerk Ordinance Effective Date: April 11, 2012 Cuncil File N Rev. (2/21 /06)

5 DEVELOPMENTAGREEMENT. by and amng THE CITY OF LOS ANGELES. and WESTFIELD dated as f LA\

6 DEVELOPMENT AGREEMENT TABLE OF CONTENTS Page 1.. DEFINITIONS (l...{l.0-1>41'11,..., li''tiii-..,.i>o-t'+<> II;I <> II:'II>O.Pi!-II!I... <>P1>....,_... "' "Agreement" '~Applicable Rules" "Assignment Agreement" "CEQA~' "~ity" "City Agency" "City Cuncil" "Cnditins f Apprval" "Develpment Agreement Act" "Discretinary Actin" "EIR"..., "Effective Date" "General Plan" "Ministerial Permits and Apprvals" "Parties" "Party" "Phase 1~~ "Phase 2~' "Planning Cmmissin~' "Planning Directr"...: '~Prcessing Fees~'...:..., "Prject'' "Prject ApprvaJsH...& 1.24 "Prperty" "Prperty Owner'~ "Reserved Pwers" ''Term" "Transferee" RECITALS OF PREMISES, PURPOSE, AND INTENT State Enabling Statute City Prcedures and Actins..., City Planning Cmmissin Actin City Cuncil Actin i LA\

7 2.3 Purpse f This Agreement Public Benefits Prperty Owner Objectives Mutual Objectives Applicability f the Agreement AGREEMENT AND ASSUIUNCES Agreement and Assurance n the Part f Prperty Owner Prject Develpment... l Timing fdevelpment Additinal Obligatins f Prperty Owner as Cnsideratin fr this Agreement Agreement and Assurances n the Part f the City, Entitlement t Develp Cnsistency in Applicable Rules Changes in Applicable Rules Subsequent Develpment Review Special Taxes and Assessments Effective Develpment Standards Interim Use Mratria r Interim Cntrl Ordinances Time Perid f Tentative Tract Map and Prject Apprvals Prcessing Fees Timeframes and Staffing fr Prcessing and Review Other Gvernmental Apprvals , ANNUAL REVIEW...,...O'-il"iiii-C.O-~ ~ er-~t~-'"''"""':"'"'" "' *.,..,. II A ~~D CII'l'll'.C.~~~:>:"' IIII 0~> 666'"'"'.e A t~ ~~-tr -Q -e-- lt Annual Review Pre-Determinatin Prcedu.re Special Review... ~.; Planning Directr's Determinatin Appeal By Prperty Owner Perid t Cure Nn-Cmpliance Failure t Cure Nn-Cmpliance Prcedure Terminatin r Mdificatin f Agreement Reimbursement f Csts Evidence f Cmpliance Applicable t a Particular Prtin f the Prperty City's Rights and Remedies Against Prperty Owner Prperty Owner Written Request fr Cnfirmatin ii LA\

8 5... DEFAULT PROVISIONS-$' ~~~... (i.(lllll"... t:>"'"~"~""'''<i)....,.....,....lt"'.,..,.(l.,... ~.""""., Default by Prperty Owner Default Ntice f Default Failure t Cure Default Prcedures Terminatin r Mdificatin f Agreement Default by the City Default Ntice fdefault N Mnetary Damages..., "' MORTGAGEE rug HTS"'... ii+.ppiril... "ll... 'l'-: O>+O>O>ID<I'\'10(1l (1,... ""...,...,... ~.0:0"'"1"1.'1""..t~... >... '!i... ~ Encumbrances n the Prperty Mrtgagee Prtectin Mrtgagee Nt Obligated Request fr Ntice t Mrtgage Mrtgagee's Time t Cure Disaffirmatin Assignment Cnditins f Assignment Liability Upn Assignment Release f Prperty Owner Release f Prperty Transferee ~ GENERAL PROVISIONS. ~~~,.. "'"'*"' ll-ll-a..," v ~-C>..,.._.-.. '"'""'"'"''lll:.. ~"'CI'O"':>*111 ~6;~~,ctltlOit"r>'>e"'(l"'~-"'1D<OOOO ~~ ~~., Effective Date...; Terin Appeals t City CuncH Enfrced Delay; Extensin f Time f Perfrmance Dispute Reslutin Dispute Reslutin Prceedings Arbitratin Extensin fterr Legal Actin Applicable Law Amendments Cvenants Cperatin and Implementatin Prcessing U LA\

9 7.8.2 Other Gvernmental Permits Cperatin in the Event f Legal Cha1Ienge Relatinship f the Parties Indemnificatin Obligatin t Defend, Indemnify, and Hld Harmless Defending the Prject Apprvals Breach f Obligatins Cperatin Cntractual Obligatin Waiver friglit t Challenge Sur-Vival Preparatin f Administrative Recrd Depsit Ntices Recrdatin Cnstructive Ntice and Acceptance Successrs and Assignees Severability...: Time f the Essence Waiver N Third Party Beneficiaries Entire Agreement Legal Advice; Neutral Interpretatin; Headings, Table f Cntents Estppel Certificate... ~ Cunterparts...: iv LA\

10 DEVELOPMENT AGREEMENT This Develpment Agreement ("Agreement") is executed this day f, 2012~ by and between the CITY OF LOS ANGELES, a municipal crpratin (''City"), and the Westfield entities which are signatries t this agreement ("Westfield" r the "Prperty Owner"), pursuant t Califrnia Gvernment Cde Sectin et seq., and the implementing prcedures f the City, with respect t the fllwing: RECITALS WHEREAS, the City and Prperty Owner recgnize that the further develpment f the Prperty, as defined belw, will create significant pprtunities fr ecnmic grwth in the City f Ls Angeles, the Suthern Califrnia regin and Califrnia generally; WHEREAS, Prperty Owner wishes t btain reasnable assurances that the Prject may be develped in accrdance with the Prject Apprvals, as defined belw, and the terms f this Agreement; WHEREAS, Prperty Owner will implement public benefits abve and beynd the necessary mitigatin fr the Prject including benefits and ther cnsideratin as nted in Sectin 2.3.1; WHEREAS, this Agreement is necessary t assure Prperty Owner that the Prject will nt be reduced in density, intensity, r use, r be subjected t new rules, regulatins, rdinances r plicies unless therwise allwed by this Agreement; WHEREAS, by entering int this Agreement, the City is encuraging the develpment f the Prject as set frth in this Agreement in accrdance with the gals and bjectives f the City, while reserving t the City the legislative pwers necessary t remain respnsible and accuntable t its residents; WHEREAS, Prperty Owner intends t develp the net acre site (the "Prperty") as legally described in Exhibit A, lcated-at Nrth Tpanga Canyn Bulevard, West Victry Bulevard, 6351 Nrth Owensmuth Avenue, and Erwin Street, bunded by Victry Bulevard t the nmth, Erwin Street t the suth, Owensmuth Avenue t the east, and Tpanga Canyn Bulevard t the west in the Warner Center area f Ls Angeles; WHEREAS, Prperty Owner anticipates that the Prject will be cmpletely built ut and peratinal by the year 2016, but is requesting a lnger tenn in this Agreement t allw sufficient time fr develpment in the unlikely event f delays caused by unfreseen ecnmic cnditins and ther unfreseen factrs such as, but nt limited t, unanticipated site cnditins and the unavailabilify f materials r labr shrtages; and LA \

11 WHEREAS, fr the freging reasns, the Patties desire t enter int a develpment agreement fr the Prject pursuant t the Develpment Agreement Act> as defined belw, and the City's charter pwers upn the terms and cnditins set frth herein. AGREEMENT NOW, THEREFORE, pursuant t the authrity cntained in the Develpment Agreement Act> as it applies t the City, and in cnsideratin fthe premises and mutual prmises and cvenants herein cntained and ther valuable cnsideratin the receipt and adequacy f which the Parties hereby acknwledge, the Parties agree as fllws: 1. DEFINITIONS.. Fr all purpses f this Agreement, except as therwise expressly prvided r unless the cntext requites: l.l '~Agreement" means this Develpment Agreement, including all exhibits attached heret and all amendments and mdificatins heret. 1.2 "Applicable Rules" means all f the rules, regulatins, rdinances and fficially adpted plicies f the City in frce as f the Effective Date, including, but nt limited t, the Ls Angeles Municipal Cde ("Municipal Cde") and Prject Apprvals. Additinally, ntwithstanding the language f this Sectin r any ther language in this Agreement, all specificatins, standards and plicies regarding the design and cnstructin f pub He wrks facilities, if any, shall be thse that are in effect at the time the applicable Prject plans are being prcessed fr apprval and/r under cnstructin. 1.3 ''Assignment Agreement" means a written agreement between Prperty Owner and a Transferee f Prperty Owner, cnsistent with the terms f this Agreement, in which the parties agree t specific bligatins f this Agreement being transfeited frm Prperty Owner t the Transferee f Prperty Owner. 1.4 "CEQN' means the Califrnia Envirrunental Quality Act (CaL Public Resurces Cde Sectins et seq.) and the State CEQA Guidelines (Cal. Cde f Regs., Title 14, Sectins et seq.). 1.5 "City" means the City f Ls Angeles, a charter city and municipal crpratin. 1.6 "City Agency" means each and every agency, department, bard, cmmissin, authrity, emplyee, and/r fficial acting under the authrity f the City, including withut limitatin the City Cuncil and the Planning Cmmissin. 1.7 "City Cuncil" means the City Cuncil f the City and the legislative bdy fthe City pursuant t Sectin f the Califrnia Gvernment Cde. 1.8 "Cnditins f Apprval" means the Cnditins f Apprval fr the Prject~ including thse cntained in Vesting Tentative Tract Map N and in CPC SPP- LA\

12 CUB-CU-GB, apprved by the City Planning Cmmissin at their hearing held n Octber 27, 2011 and by the City Cuncil n 2011, and attached heret as Exhibit B, Cnditins f Apprval. 1.9 "Develpment Agreement Act" means Article 2.5 f Chapter 4 f Divisin 1 f Title 7 (Sectins et seq.) f the Califrnia Gvernment Cde "Discretinary Actin" means an actin which requires the exercise f judgment, deliberatin r a decisin n the part f the City and/r any City Agency, including any bard, cmmissin r department r any fficer r emplyee theref, in the prcess f apprving r disapprving a particular activity, as distinguished frm an activity which merely requires the City and/r any City Agency, including any bard, cmmissin r department r any fficer r emplyee theref, t determine whether there has been cmpliance with statutes, rdinances r regulatins "EIR" means the Envirnmental Impact Reprt fr the Prject, State Clearit1ghuse N , certified by the City in accrdance with the requirements f CEQ A "Effective Date'~ is the date n which this Agreement is attested by the City Clerk f the City f Ls Angeles after executin by Prperty Owner and the Mayr fthe City f Ls Angeles "General Plan" means the General Plan fthe City "Ministerial Permits and Apprvals" means the pennits, apprvals, plans, inspectins, certificates, dcuments, licenses, and all ther actins required t be taken by the City in rder fr Prperty Ovvner t implement, develp and cnstruct the Prject, including withut limitatin, building permits, fundatin petmits, public wrks pem1its, grading pem1its, stckpile permits, encrachment pennits, and ther similar pennits and apprvals which are.. required by the Ls Angeles Municipal Cde and prject plans and ther actins required by the Prject Apprvals t implement the Prject. Ministerial Permits and Apprvals shall nt include any Discretinary Actins "Parties" means cllectively Prperty Owner and the City "Party~' means any ne f Prperty Owner r the City "Phase 1 ~' means the initial phase f Prject cnstructin, including the develpment f an apprximately 165,759 square ft C.stc with member-nly tire installatin center, member-nly aut sales, and an ancillary member-nly fueling statin; apprximately. 166,660 square feet f shpping center retail uses; apprximately 32,075 square feet f restaurant uses and the cmmunity/cultural space prvided fr in Sectin "Phase 2" means the phase f Prject cnstructin after Phase 1, including the cnstructin f the remaining 112,325 square feet f shpping center retail uses, 21,560 square LA\2!

13 feet f restaurant uses~ the 36,765-square-ft grcery stre, apprximately 285~000 square feet f ffice uses, the remaining square feet f cmmunity/cultural space prvided fr in Sectin , and an apprximately 193,000 square ft, 275~rm htel 1.19 "Planning Cmmissin" means the City Planning Cmmissin and the planning agency f the City pursuant t Sectin f the Califrnia Gvemment Cde (Develpment Agreement Act) "Planning Directr" means the Directr f Planning fr the City r his r her designee "Prcessing Fees" means all prcessing fees and charges required by the City r any City Agency including, but nt limited t, fees fr land use applicatins, prject permits, building applicatin, building pennits, grading permits, encrachment perm.its, tract r parcel maps, air right lts, street vacatins and certificates f ccupancy which are necessary t accmplish the intent and purpse fthls Agreement. Expressly exempted frm Prcessing Fees are alllinlcage fees r exactins which may be impsed by the City n develpment prjects pursuant t laws enacted after the Effective Date, except as specifically prvided fr in this Agreement. Prcessing Fees include thse linkage fees, impact fees, ;md exactins which are in effect as f the Effective Date, the amunts f which are subject t nging annual increases which shall be calculated at time f payment. The amunt f the Prcessing Fees t be applied in cnnectin with the develpment f the Prject shall be the amunt which is in effect n a City-wide basis at the time an applicatin fr the City actin is made, unless an altemative amunt is established by the City in a subsequent agreement "Prjece' means develpment within the City n the Prperty as described in Exhibit C, including, but nt limited t~ cnstructin f a Cstc (and assciated ancillary uses such as fd service, a Cstc autmtive fueling statin, Cstc tire center, and aut sales), shpping center retail, restaurant, a grcery stre, ffice, htel, cmmunity/cultural uses, parking facilities, and pen space, as described in the Prject Apprvals "Prject Apprvals" means thse Discretinary Actins authrizing the Prject which have been requested by Prperty Owner and apprved by the City and which are cmprised f: (1) certificatin f the EIR, (2) Prject Pem1it Cmpliance, including apprval f shared parking; Prject phasing; flr area rati averaging in a unified develpment t allw an verall average maximum FAR f 1.5:1 fr the Prject, with individual lts exceeding the 1.5:1 FAR; lt cverage averaging in a unified develpment t allw an verall average maximum Lt Cverage f apprximately 70 percent f the Prject, with individual lts exceeding the 70 percent Lt Cverage specified in the Warner Center Specific Plan Sectin lo.d; a 50 percent increase in the pennitted height f the ffice and htel buildings with a crrespnding percentage f additinal pen space, fr a ttal height f feet; and a unifrm sign prgram; (3) Vesting Tentative Tract Map t subdivide the Prperty int 13 grund lts and. 14 air space lts; (4) a Haul Rute Apprval; (5) a Cnditinal Use Permit fr alchl t pennit up t 20 establishments t sell alchlic beverages, including restaurants, a grcery stre, a member-nly anchr retailer, a wine and spirits retailer, and a htel; (6) a Cnditinal Use Permit fr LA\

14 autmtive uses that d nt meet the peratinal and develpment standards, i.e. design requirements f LAMC Sectin A.6 and Sectin A.28; and (7) Caldera Findings "Prperty" shall have the meaning in the sixth Recital and as legally described in Exhibit A "Prperty Owner" means the Westfield entities which are signatries t this agreement cllectively knwn as "Westfield", and its Transferees and assignees "Reserved Pwers" means the rights and authrity excepted frm this AgreemenCs restrictins n the City's plice pwers and which are instead reserved t the City. The Reserved Pwers include the pwers t enact regulatins r take future Discretinary Actins after the Effective Date f this Agreement that may be in cilflict with the Applicable Rules arid Prject Apprvals, but: (1) are necessary t prtect the public health and safety, and are generally applicable n a City-wide basis (except in the event f natural disasters as fotmd by the City Cuncil such as flds, earthquakes and similar acts f Gd); (2) are amendments t Chapter IX f the Ls Angeles Municipal Cde Sectin et seq. (Building Cde) r Chapter V f the Ls Angeles Municipal Cde, Sectin et seq. (Fire Cde) regarding the cnstructin, engineering and design standards fr private and public imprvements and which are (a) necessary t the health and safety f the residents fthe City, and (b) are generally applicable n a Citywide basis (except in the event f natural disasters as fund by the Mayr r City Cm1cil such as flds, earthquakes, and similar acts f Gd); (3) are necessmy t cmply with state r federal laws and regulatins (whether enacted previus r subsequent t the Effective Date fthis Agreement) as prvided in Sectin r; (4) cnstitute Prcessing Fees and charges impsed r required by the City t cver its actual csts in prcessing applicatins, permit requests and apprvals f the Prject r in mnitring cmpliance with permits issued r apprvals granted fr the perfrmance f any cnditins impsed n the Prject, unless therwise waived by the City ''Term~' means the perid ftime fr which this Agreement shall be effective in accrdance with Sectin 7.2 heref ~'Transferee'~ means individually r cllectively, Prperty Owner's successrs in interest, assignees r transferees f all r any prtin f the Prperty. 2. RECITALS OF PREMISES, PURPOSE, AND INTENT. 2.1 State Enabling Statute. T strengthen the public planning prcess, encurage private participatin in cmprehensive plarming and reduce the ecnmic risk f develpment, the Legislature fthe State fcalifmia adpted the Develpment Agreement Act which authrizes any city t enter int binding develpment agreements establishing certain develpment rights in real prperty with persns having legal r equitable interests in this prperty. Sectin f the Develpment Agreement Act expressly prvides as fllws: "The Legislature fmds and declares that: LA\

15 "(a) The lack f certainty in the apprval f develpment prjects can result in a waste f resurces, escalate the cst f husing and ther develpment t the cnsum~r, and discurage investment in.and a cmmitment t cmprehensive planning which wuld make maximum efficient utilizatin f resurces at the least ecnmic cst t the public. (b) Assurance t the applicant fr a develpment prject that upn apprval f the prjec~ the applicant may prceed with the prject in accrdance with existing plicies, rules and regulatins,' and subject t cnditins f apprval will strengthen the public planning prcess, encurage private participatin in cmprehensive planning, and reduce the ecnmic cst f develpment:; (c) The lack f public facilities, including but nt limited t, streets, sewerage, transprtatin, drinking water, schl, and utility facilities, is a serius impediment t the develpment f new husing. Whenever pssible, applicants and lcal gvernments may include prvisins in agreements whereby applicants are reimbursed vertime fr financing f public facilities.;' Ntwithstanding the freging, t ensure that the City remains respnsive and accuntable t its residents while pursuing the benefits f develpment agreements cntemplated by the Legislature, the City: (I) accepts restraints n its plice pwers cntained in develpment agreements nly t the extent and fr the duratin required t achieve the mutual bjectives f the Parties; and (2) t ffset these restraints, seeks public benefits which g beynd thse btained by traditinal City cntrls and cnditins impsed n develpment prject applicatins. 2.2 City Prcedur es and Actins City Planning Cmmissin Actin. The City Planning Cmmissin held a duly nticed public hearing, and recmmended apprval f this Agreement Octber 27, City Cuncil Actin. The City Cuncil n, 2012, after cnducting a duly-nticed public hearing, adpted Ordinance N.,t becme effective n the thirty~ first day after publicatin, r n the frty-first day after psting, apprving this Agreement, fund that its prvisins are cnsistent wiili the City's General Plan, the Canga Park - Winnetka - Wdland Hills-West Hills Cmmunity Plan, the Warner Center Specific Plan, and the Municipal Cde, and authrized the executin f this Agreement LA\

16 2.3 Purpse f This Agreement Public Benefits. This Agreement prvides assurances that the public benefits identified belw, which are additinal cnsideratin fr this Agreement, will be achieved and develped in accrdance with the Applicable Rules and Prject Apprvals and with the terms f this Agreement and subject t the City's Reserved Pwers. The Prject will prvide lcal and reginal Public Benefits t the City, including withut limitatin (i) cmmunity space fr cmmunity events, meetings, and ther ccasins; (ii) apprximately 14 acres f utdr pen space as defined by the Warner Center Specific Plan, f which apprximately 6 acres will be prvided in the frm f landscape and hardscape pedestrian areas such as pedestrian paths and seating areas; (iii) majr imprvements t the streetscapes f Tpanga Canyn Bulevard, Victry Bulevard, Owensmuth Avenue, and Erwin Street; (iv) installatin f an additinal lane n Victry Bulevard; (v) shuttle service and ther benefits as cntained in Sectin The Prject will cntribute psitively t the City by prviding new shpping, dining, ffice, and htel uses, which will serve t create new jbs and increase City tax revenues Prperty Owner Objectives. In accrdance with the legislative findings set frth in the Develpment Agreement Act, and vvith full recgnitin f the City's plicy f judicius restraints n its plice pwers, Prperty Owner wishes t btain reasnable assurances that the Prject may be develped in accrdance with the Applicable Rules and Prject Apprvals and with the terms f this Agreement and subject t the City's Reserved Pwers. In the absence f this Agreement, Prperty Owner wuld have n assurance that it can cmplete the Prject fr the uses and t the density and intensity f develpment set frth in this Agreement and the Prject Apprvals. This Agreement, therefre, is necessary t assure Prperty Owner that the Prject vvill nt be (1) reduced r therwise mdified in density, intensity r use frm what is set frth in the Prject Apprvals, (2) subjected t new rules, regulatins, rdinances r fficial plicies r plans which are nt adpted r apprved pursuant t the City's Reserved Pwers, r (3) subjected t delays fr reasns ther than Citywide health and safety enactments related t critical situatins such as, but nt limited t, the lack f water availability r sewer r landfill capacity Mutual Objectives. Develpment f the Prject in accrdance with this Develpment Agreement will prvide fr the rderly develpment f the Prperty in accrdance wi1h the bjectives set frth in the General Plan. Mrever, a develpment agreement fr the Prject will eliminate uncertainty in planning fr and securing rderly develpment f the Prperty;.assure installatin f necessary imprvements, assure attainment f maximum efficient resurce utilizatin within the City at the least ecnmic cst t its citizens and therwise achieve the gals and purpses fr which the Develpment Agreement Act was enacted. The Parties believe that such rderly develpment f the Prject will prvide Public Benefits, as described in Sectin ~ t the City thrugh the impsitin f develpment standards and requirements under the prvisins and cnditins f this Agreement, including withut limitatin: increased tax revenues; installatin f n-site and ff-site imprvements; redevelpment f a significantly underutilized, partially unpaved, and partially vacant site with a mix f retail, dining, ffice, and htel, uses that will prvide an aesthetically attractive reginal cmmercial center fr future residents and visitrs, enhancing the future ecnmic vitality f LA\2Ll834S.28 11

17 W amer Center and ffering direct prximity t existing public transit and transprtatin infrastructure; and generatin f apprximately 3,000 jbs thrugh develpment and cnstructin f the Prject, and generatin f apprximately lng-term jbs thrugh Prject peratin. Additinally, althugh develpment f the Prject in accrdance with this Agreement will restrain the City's land use r ther relevant plice pwers, this Agreement prvides the City with sufficient Reserved Pwers during the Term hereft remain respnsible and accuntable t its citizens. In exchange fr these and ther benefits t City, Prperty Owner >.:vill receive assurance that the Prject may be develped during the Term f this Agreement in accrdance with the Applicable Rules, Prject Apprvals and Reserved Pwers, subject t the terms and cnditins f this Agreement. 2.4 Applicability f the Agreement. This Agreement des nt: ( 1) grant height, density r intensity in excess f that therwise established in the Applicable Rules and Prject Apprvals; (2) eliminate future Discretinary Actins relating t the Prject if applicatins requiring such Discretinary Actin are initiated and submitted by the \vner f the Prperty after the Effective Date f this Agreement; (3) guarantee that Prperty Owner will receive any prfits frm 1he Prject; ( 4) prhibit the Prject's participatin in any benefit assessment district that is generally applicable t surrunding prperties; r (5) amend the City's General Plan. This Agreement has a fixed Term. Furthermre, in any subsequent actins applicable t the Prperty r any prtin theref~ the City may apply the new rules, regulatins and fficial plicies as are cntained in its Reserved Pwers. 3. AGREEMENT AND ASSURANCES Agreement and Assurance n the Part f Prperty Owner. In cnsideratin fr the City entering int this Agreement, and as an inducement fr the City t bligate itself t carry ut the cvenants and cnditins set frth in this Agreement, and in rder t effectuate the premises, purpses and intentins set frth in Sectin 2.3 f this Agreement, Prperty Owner hereby agrees as fllws: Prject Develpment. Prperty Owner agrees that it will use cmmercially reasnable effrts, in accrdance with its wn business judgment and taking int accunt market cnditins and ecnmic cnsideratins, t undertake develpment f the Prject in accrdance with the terms and cnditins f this Agreement, including the Applicable Rules and the Prject Apprvals. Aside frm the requirements in Sectin , nthing else in this Agreement shall be cnstrued t require Prperty Owner t prceed with the cnstructin f r any ther implementatin f the Prject r any prtin theref. In additin, Prperty Owner agrees t the fllwing: (1) Dedicatin f Land fr Public Street Purpses. Prvisins fr the dedicatin f land fr public street purpses are set frth in the cnditins f apprval f the Prject Apprvals. (2) Descriptin f Transprtatin Imprvements. The transprtatin imprvements t be included within the scpe f the Prject are set frth in the Prject Apprvals. LA\2l

18 (3) Maximum Height f the Prject. The Prject shall be built in accrdance with the maximum height znes analyzed in the Prject's EIR, with the maximum height zne nt exceeding feet, and the Prject shall cmply with and be limited as set frth in the Prject Apprvals. ( 4) Maximum Flr Area f the Prject. The maximum new Flr Area f the Prject shall nt exceed 1,027,994 square feet, in additin t apprximately 75,600 square feet f Flr Area t remain, and the Prject shall cmply with, and be limited as set frth in, the Prject Apprvals Timing f Develpment. The parties acknwledge that Prperty Owner cannt at this time predict when r at what rate the. Prperty wuld be develped. These decisins depend upn numerus factrs that are nt all within the cntrl f Prperty Owner. such as market rientatin and demand, availability f financing, and cmpetitin. Because the Califrnia Supreme Curt held in Pardee Cnsttuctin C. v. City f Camarill, 37 Cal. 3d 465 (1984), that the failm-e f the parties therein t prvide fr the timing f develpment permitted a later adpted initiative restricting the timing f develpment and cntrlling the Parties' agreement, Prperty Owner and the City d hereby acknwledge that, subject t the requirements f Sectin , Prperty Owner has the right t therwise develp the Prject in an rder and at a rate and times as Prperty Owner deems apprpriate within the exercise f its sle and subjective business judgment, subject t any restrictins that may exist in the Prject Apprvals. The City acknwledges that this right is cnsistent with the intent, purpse and understanding f the Parties t this Agreement Additinal Obligatins f Prperty Owner as Cnsideratin fr this Agreement. In additin t the bligatins identified in Sectins and 3.1.1, the. develpment assurances prvided by this Agreement and the resulting cnstructin f the Prject will result in the fllwing: Cmmunity and Senir Center t be Prvided at Phase 1. The Prperty Owner shall prvide an apprximately 7,000 square ft Cmmunity and Senir Center within the Prperty Owner's existing adjacent retail center, Westfield Tpanga, iri.pbase. 1 f the Prject fr use as a cmmunity/cultural venue pen t the public fr 30 years frrh the Effective Date f this Agreement. This venue shall be used as a center fr senirs~ hwever it may als be prgrammed fr cmmunity events, meetings, and ther ccasins benefitting cmmunity grups and cmmunity members f all ages. Fr instance, this center may be available as a facility t hst cultural and educatinal prgramming pprtunities that cntribute t cmmunity arts. This prvisin shall nt require the supply f fd, equipment~ r ther materials as part f the Cmnnmity and Senir Center. The cst f building and prviding this space is apprximately $10 millin. The Prperty Owner shall cmmence cnstructin n tenant imprvements fr the existing Sizzler building lcated at V anwen Street fr the Cmmunity and Senir Center n later than the issuance f a building permit fr Cstc, and shall prvide a first class facility pen fr cmmunity use n later than issuance f any temprary r permanent certificate f ccupancy fr Cstc. LA\21!

19 The Prperty Owner shall ffer the Cmmunity and Senir Center fr peratin by cntract with a qualified public agency r nn-prfit third-party rganizatin, which shall be apprved by the Directr f Planning in cnsultatin with the Cuncil ffice, t manage and perate the Cmmunity and Senir Center. Such an rganizatin must submit its qualificatins, cmply with the Prperty Owner's cmmercially reasnable insurance requirements, and enter int a management agreement which is reasnably satisfactry t the Prperty Owner. The third~party rganizatin shall be required t perate the Cmmunity and Senir Center n a nn-prfit basis, maintain the Cmmtmity and Senir Center in first-class cnditin cnsistent with the Prperty Owner's maintenance standards fr all tenants (including that the Prperty Owner shall be respnsible fr landscaping maintenance as well as graffiti abatement), and be respnsible fr the nging maintenance csts assciated with use f the Cnuntmity and Senir Center fr the Term f this Agreement The third-party rganizatin will be respnsible fr the payment f utilities fr the Cmmunity and Senir Center as well as its daily maintenance and janitrial services. The third-party rganizatin shall als be respnsible fr any repairs t the Cmmunity and Senir Center, which shuld be cvered by insurance, except that the Prperty Owner shall be respnsible fr structural repairs fr 30 years frm the Effective Date f this Agreement. The Prperty Owner shall be entitled t reserve the Cmmunity and Senir Center fr use n a peridic basis fr Prperty Owner events. Within 90 days fllwing the Effective Date, the Prperty Owner shall prvide insurance requirements t the Directr f Planning, which shall cnsult with the Cuncil ffice t prvide ntice f the availability f the space and make reasnable effrts fr the selectin f a third-party rganizatin fr peratin f the Cmmunity and Senir Center prir t its pening. In the event such an rganizatin is nt selected by that pening date, the Prperty Owner shall maintain the Cmmunity and Senir Center in a first class manner and fulfill the bligatins described abve including maldng it available fr use by the City and nn-prfit rganizatins until such time as a third-party rganizatin is selected. The Prperty Owner shall establish reasnable prcedures fr such use and shall crdinate with the Cuncil ffice t prvide ntice f the availability f the space Cmmunity Space t be prvided as Part f Phase 2. Prperty Owner shall prvide a cmmunity space available fr use by reservatin (in additin t the Cmmunity and Senir Center prvided as part f Phase 1) which is n less than 8)000 cntiguus square feet which may be pen t the sky. The cnununity space prvided as part f Phase 2 is intended fr assembly uses fr cultural events that may include music, art and cmmunity gatherings. The Prperty Owner shall prvide the cmmunity space either: (a) n the rf fthe parking garage when it is built t level5 plus 1, in which case a separate adjacent cvered building with windws, full HV AC and restrms must be prvided; r (b) at an utdr lcatin with usable pen space with nearby access t restrms at the Prject site prir t the issuance f any temprary r permanent certificate f ccupancy fr Phase 2. The final site shall be at a lcatin mutually agreeable t the Prperty Owner and the Depruiment f City Plannin& in cnsultatin with the Cuncil ffice. If permit applicatins fr Phase 2 cnstructin have nt been submitted t the City within three years fllwing issuance f the temprary r permanent LA\

20 certificate f ccupancy fr the last building in the Additinal Phase 1 Retail, Prperty Owner shall submit permit applicatins t make interim utdr event space ttaling n less than 8,000 cntiguus square feet available fr cmmunity use at the Prject Site, which space may include utdr features, such as sculpture gardens, cncert venues and lcatins fr display f public rut. The final design shall be apprved by lhe Department f City Planning, in cnsultatin with the Cuncil Office Perfrmance Schedule fr Phase 1. The Prperty Owner shall achieve the gals f the fllwing schedule, prvided that all permits are issued by the City in a timely manner. "Additinal Phase 1 Retail" shall mean the shpping center retail uses and restaurant uses prvided fr in Phase 1 as defined in Sectin 1.18, which are in additin t the Cstc (anchr retailer) square ftage. The "Phase 1 Cmmunity and Senir Center" shall mean an apprximately 7,000 square ft Cmmunity and Senir Center within Westfield Tpanga, in Phase 1 fthe Prject, mre fully described in Sectin (a) The Phase 1 Cmmunity and Senir Center. The Phase 1 Cmmunity and Senir Center referenced in Sectin shall pen by the issuance f any temprary r permanent certificate f ccupancy fr Cstc. The pening f the Phase 1 Cmmunity and Senir Center shall be a cnditin f the issuance f any temprary r permanent certificate f ccupancy fr the Cstc. (b) Cmmencing Phase 1 Permitting. Within the later f 120 days fllo'iving the Effective Date f the Develpment Agreement r August 30~ 2012, the Prperty Owner shall btain grading pennits fr lhe pads fr the Cstc and the Additinal Phase 1 Retail and shall cmmence grading fr the Cstc and Additinal Phase 1 Retail within sixty (60) days thereafter. Prperty Owner shall nt be held respnsible fr meeting this deadline~ shuld City nt issue the grading permits in a timely manner thrugh n fault f Prperty Owner. (c) Cstc. The Prperty Owner shall btain building permits fr the prpsed Cstc by December 31~ 2012, and cmmence cnstructin within sixty (60) days thereafter. Prperty Owner shall nt be held respnsible fr meeting this deadline, shuld City nt issue the building permit in a timely manner thrugh n fault f Prperty Owner. (d) Letters f Intent fr Additinal Phase 1 Retail. Cmmencing with the Effective Date f this Agreement, the Prperty Owner shall seek t btain letters f intent fr apprpriate ccupants f the Additinal Phase 1 Retail, a prcess which Prperty Owner anticipates culd be cmpleted by December 31, 2012 but culd require additinal time until March 31, (e) Infrastructure Wrk and Submittal f Building Permit Applicatins fr Additinal Phase 1 Retail. By Nvethber 1, LA\2!

21 2013, the Prperty Owner shall cmmence utility installatin wrk, including undergrund utilities and strmwater mitigatin, and submit building pennit applicatins fr the Additinal Phase 1 RetaiL Prperty Owner shall nt be held respnsible fr meeting this deadline, shuld City r utilities nt issue the required permits in a timely manner thrugh n fault fprpelty Owner. (f) Cmmencement f Building Cnstructin fr Additinal Phase 1 Retail. Within the later f 90 days frm the cmmencement f wrk under 4(e) r March 1, 2014, the Prperty Owner shall btain building pennits fr the Additinal Phase 1 Retail, and cmmence cnstructin within sixty (60) days thereafter. Prperty Owner shall nt be held respnsible fr meeting this deadline, shuld City nt issue the building permits in a timely manner thrugh n fault f Prperty Owner. (g) Obtaining Structural Building sign-ff. By July 1, 2014, the Prperty Owner shall be in cmpliance with the inspectin schedule f the City f Ls Angeles and shall have btained the apprval f the apprpriate departments fr the structural integrity f the Additinal Phase 1 RetaiL Prperty Ovvner shall nt be held respnsible fr meeting this deadline, shuld City nt cmplete inspectins in a timely manner thrugh n fault f Prperty Owner. (h) Building Final Permits. The Prperty Owner shall btain building fmal pennits fr the cre and shell f all f Phase 1 by n later than September 30, Prperty Owner shall nt be held respnsible fr meeting this deadline, shuld City nt issue the building final permits in a timely manner thrugh n fault f Prperty Owner. (i) Opening f Additinal Phase 1 Retail. Within the later f210 days frm the date building permits are btained under 4(f) r Octber 31,2014, the Prperty Owner shall pen Additinal Phase 1 Retail t the public. Prperty Owner shall nt be held respnsible fr meeting tllis deadline shuld City nt issue the certificates f ccupancy in a timely manner thrugh n fault f Prperty Owner. (j) Cmpliance Reprting. The Prperty Owner shall submit separate, quarterly reprts t City's Planning Department cnfirming whether r nt the target dates described in this Sectin are anticipated t be met and! r have been met Streetscape Imprvements Adjacent t the Prject Site. Prperty Owner shall have created the streetscape imprvements as shwn in the first page f Exhibit G prir t the issuance f the temprary r permanent certificate f ccupancy fr the Cstc; created the streetscape imprvements as shwn in the secnd page f Exhibit G prir t LA\

22 the issuance f the first f any temprary r permanent certificate f ccupancy fr the last building in the Additinal Phase 1 Retail; and created the streetscape imprvements as shwn in the third page f Exhibit G prir t the issuance f the first f any temprary r permanent certificate f ccupancy fr the last building in Phase 2. On a ging-f01ward basis~ Prperty Owner shall maintain and perate linear parks alng the perimeter f Owensmuth A venue, Victry Bulevard, Tpanga Canyn Bulevard, and Erwin Street adjacent t the Prject site, which shall include pedestrian amenities such as a multiuse trail and a meandering sidewalk; seating fr pedestrians; canpies and trellises fr shade; pedestrian-scaled lighting; and trash receptacles (the "Streetscape Imprvements"). Such Streetscape Imprvements shall be lcated bth within the Prject site and within areas dedicated t the City directly adjacent t the Prpe1ty line. Prperty Ovmer shall prvide apprximately 5,500 linear feet~ r mre than a mile, f sidewalks and paths as part f the Streetscape Imprvements. Prperty Owner shall als prvide and maintain apprximately 18,700 square feet flandscaping fr the new median n Victry Bulevard between Tpanga Canyn Bulevard and Owensmuth A venue, fr as lng as the Prject r Westfield Tpanga is in peratin. The cst f the Streetscape Imprvements, including the,ialue f the laud dedicated t the City between the curb and the Prperty line, the cst t cnstluct the Streetscape Imprvements, and the cst t maintain the landscaping and pedestrian amenities included w!th the Streetscape Imprvements and the Victry Bulevard median, is apprximately $9 millin Open Space. Prir t issuance fthe temprary certificate f ccupancy fr the last building in Phase 2, Prperty Owner shall have prvided, and n a gingfrward basis shall maintain and perate, apprximately 14 acres f utdr pen space, as defined by the Warner Center Specific Plan, within the Prject site. The pen space shall be prvided cnsistent with Exhibit G. Apprximately 6 acres f this pen space shall be in the fnn f landscaped and hardscape pedestrian areas within the Prject site, which include pedestrian pathways and seating areas. Prperty Owner shall als prvide apprximately 550 trees, including in surface parking areas, and apprximately 1.6 miles f pedestrian paths intemal t the site by issuance f the temprary certificate f ccupancy fr the last building in Phase Victry Bulevard Additinal Lane Between Owensmuth Avenue and Canga Avenue. The Prperty Owner shall be respnsible fr restriping t prvide an additinal lane n the suth side f Victry Bulevard between Owensrnuth A venue and Canga A venue. The City's Department f Transprtatin has previusly included this imprvement in the Warner Center Specific Plan which cllects imprvement funds thrugh trip fees and the City is respnsible fr CEQA clearance fr such wrk. Thugh the Prject Apprvals d nt require this imprvement fr Phase 1, the Prperty Owner has agreed t assist the City by perfrming this cnstructin earlier than wuld therwise be required under the Warner Center Specific Plan. T ensure that the additinal eastbund lane is prvided prir t the pening f the first building in Phase 1, the Prperty Owner shall perfrm an imprvement t restripe Victry Bulevard between Owensmuth A venue and Canga t prvide an additinal eastbund lane prir t the pening f the first building in Phase I {Cstc). Such restriping shall be deemed t satisfy the requirements f this Sectin fr Phase 1. LA\2 il

23 Public Art. Prperty Owner shall preserve and re-il).crprate the mural n the existing Hrne Savings building int the Prject, either at the Prject site r at the Cmmunity and Senir Center. Prf f such re-incrpratin shall be prvided prir t the issuance f the certificate f ccupancy fr the last building in the Additinal Phase 1 Retail Phase 1 Internal Shuttle. With the grand pening f the cmplete Phase 1 retail t the public, including Cstc, the Prperty Owner shall make.available an internal transprtatin system fr custmers which is peratinal Thursday thrugh Sunday, frm.12:00 pm t 8:00pm, that runs between Westfield Tpang!4 the Village at Westfield Tpanga, and Westfield Prmenade (adjacent t the Owensmuth transit hub). The shuttle may be the type f multi-passenger, electric carts used by the Prperty Owner at ther lcatins, such as Westfield Santa Anita. This shall be a ne-year pilt prgram and ridership shall be dcmnented and prvided t the City's Department f Transprtatin af-ter 6 mnths f peratin as well as after 12 mnths as part f the Develpment Agreement's annual rep01t. The Prperty Owner shall prvide data t the Department f City Planning and Cuncil District 3 n ridership in relatin t csts and shall cnsult with Planning and Cuncil District 3 n the result f the pilt prgram Phase 2 Hliday Shuttle. Prperty Owner~ shall prvide fund, maintain and perate a shuttle with a transit lp between the Canga Statin Orange Line, Westfield Tpanga Mall, Village at Westfield Tpanga, Prmenade and Warner Center Transit Hub. Prperty wner shall nly be required t perate the shuttle n weekends frm the first Friday afier Thanksgiving thrugh January 2 f the fllwing year, starting with the issuance f any temprary r permanent certificate f ccupancy fr the first building in Phase 2, and lasting until the earlier f five years frm the issuance f any certificate f ccupancy fr the first building in Phase 2 r until such time as a permanent circulatr is peratinal in the Warner Center Specific Plan. The cst f prviding this shuttle shall be n mre than $500,000. The shuttle's ridership shall be evaluated annually. The requirement t prvide a shuttle fr a five year perid, r until the peratin f a permanent circulatr, may be mdified at the discretin f the Directr f Planning in cnsultatin with the Cuncil Office based.n an evaluatin fthe shuttle's effectiveness. Shuld the shuttle be suspended due t lack f effectiveness befre the earlier ffive years frm the first f any temprary r pennanent certificate f ccupancy fr Phase 2, r the peratin f a permanent circulatr in the Warner Center Specific Plan, the remaining prtin f the $500,000 nt already spent n the shuttle shall be used fr ther TOM measmes, determined at the discretin f the Directr f Planning in cnsultatin with the MTA and the Cuncil Office Cmmunity Kisk. Prpe1ty Owner shall prvide a kisk in a central lcatin t the Prject Site, accessible t the visin-impaired and individuals with disabilities and cmpliant with all Americans with Disabilities Act regulatins, prir t the issuance f the temprary certificate f ccupancy fr the last building in the Additinal Phase 1 Retail. The Prperty Owner shall cnsult with an Americans with Disability Act cnsultant certified by the State f Califrnia thrugh its Certified Access Specialist prgram n the services t be prvided by the kisk, which cnsultant shall prvide a letter dcumenting such LA\

24 cnsultatin. The square ftage fr such kisk shall be in additin t the :2,000 square-ft kisk limitatin in Phase Crsswalk Treatment. Prperty Owner shall enhance thse crsswalks which cnnect t the Prject Site lcated at the intersectins f Tpanga Canyn Bulevard and Erwin Street, Tpanga Canyn Bulevard and Victry Bulevard, and Victry Bulevard and Owensmuth A venue, and midblck crssing at Victry Bulevard as shwn in Exhibit D. The crsswalks shall be enhanced cncunent with street imprvements required fr Tpanga Canyn Bulevard, Victry Bulevard, and Owensmuth A venue Lcal Hi:ring. The Prperty Owner shall wrk with the lcal cnstructin trades and implement an apprenticeship and zip cde identificatin prgram t priritize lcal surce hiring fr Prject cnstructin frm the West San Fernand Valley prtin fthe City f Ls Angeles, with pririty given t cnstructin wrkers frm the fllwing zip cdes: 91303, 91304,91306, 91307, 91335, 91356, 91364, and This prgram shall be reviewed by the Directr f Planning, in cnsultatin with the Ct.mcil Office. The Prpe1ty Owner shall submit t the Directr f Planning, within six mnths frm the Effective Date and n an annual basis as part f the required Annual Review fr any year during which cnstructin activity ccurred, a reprt detailing the demgraphic and gegraphic infrmatin f the Prject's cnstructin wrkers. Prir t the pening f each f Phase 1 and f Phase 2, the Prperty Owner shall als hld a lcal jbs fair t prmte the hiring f lcal residents fr permanent peratinal jbs at the Shpping Center. Outreach fr the jbs fair shall be priritized t the same zip cdes as nted abve fr cnstructin wrkers. Evidence that such a lcal jbs fair has been held shall be prvided as part f the required Almual Review Htel Living Wage. In the event the Prperty Owner is able t enter int agreements fr the develpment f the prpsed htel, such agreements shall require the payment f a living wage, cnsistent with the City's Living Wage Ordinance, cdified in Ls Angeles Administrative Cde Sectin 10.37, fr emplyees f the htel Cstc LEED Certified Requirement. The Cstc building shall be designed t achieve the standards f LEED Certified and meet the sustainability standards included in Exhibit E Bicycle Cnnectin t the Ls Angeles River. The Prperty Owner shall prvide $100,000 t the City's Department ftransprtatin fr use in implementing a bicycle enhancement plan and wayfinding signage cnnecting frm the Prperty t the Ls Angeles River. Such funding shall be prvided prir t the issuance f the final certificate f ccupancy fr Cstc Bicycle Amenities Plan. The Prperty Owner shah develp a Bicycle Amenities Plan fr the Prject site as shwn in Exhibit G, which shall include the lcatin f bicycle parking, shwers and changing areas fr each Phase f the Prject. The Bicycle Amenities Plan shall be jmplemented n a pr-rata basis as the Prject is built ut in LA\

25 Phase 1, cmmencing with the prtin fr the Cstc building site, which shall be apprved prir t issuance f any temprary r permanent certificate f ccupancy fr Cstc. 3.2 Agreement and Assurances n the Part f the City. In cnsideratin fr Prperty Owner entering int this Agreement, and as an inducement fr Prperty Owner t bligate itself t carry ut the cvenants and cnditins set frth in this Agreement, and in rder t effectuate the premises, purpse, and intentins set frth in Sectin 2.3 f this Agreement, the City hereby agrees as fllws: Entitlement t Develp. Prperty Owner has the vested right t develp the Prject subject t the terms and cnditins f this Agreement, the Applicable Ru1es, Prject Apprvals, and the Reserved Pwers. Prpe1ty Owner's vested rights under this Agreement shall include, withut limitatin, the right t remdel, renvate, rehabilitate, rebuild, r replace the Prject r any prtin theref thrughut the applicable Term fr any reasn, including, withut limitatin, in the event f damage, destructin, r bslescence f the Prject r any prtin theref, subject t the Applicable Rules, Prject Apprvals, and Reserved Pwers. T the extent that all r any prtin f the Prject is remdeled, renvated, rehabilitated, rebuilt, r replaced, Prperty Owner may lcate that prtin f the Prject at any ther lcatin f the Prperty, subject t the requirements f the Prject Apprvals, the Applicable Rules, and the Reserved Pwers Cnsistency in Applicable Rules. Based upn all infrmatin made available t the City up t r cncurrently with the executin f this Agreement, the City finds and certifies that n Applicable Rules prhibit r prevent r encumber the fu11 cmpletin and ccupancy f the Prject in accrdance with the uses, densities, designs, heights, signage regulatins, permitted demlitin, and ther develpment entitlements incrprated and agreed t herein and in the Prject Apprvals Changes in Applicable Rules Nn-Applicatin f~ha~ges in Applicable Rules.. Any change in, r additin t, the Applicable Rules, including, withut limitatin, any change in any applicable General Plan, zning r building regulatin, adpted r becming effective after the Effective Date f this Agreement, including, withut limitatin, any such change by means f rdinance including but nt limited t adptin f a specific plan r verlay zne, City Charter amendment, initiative, referendum, reslutin, mtin, plicy~ rder r mratriwn, initiated, r instituted fr any reasn whatsever and adpted by the City, the Mayr, City Cuncil, Planning Cmmissin r any ther Bard~ Cmmissin, Department r Agency f the City, r any fficer r emplyee theref, r by the electrate, as the case may be, which wuld, absent this Agreement, therwise be applicable t the Prject and which wuld cnflict in any way with the Applicable Ru1es, Prject Apprvals, r this Agreement, shall nt be applied t the Prject unless these changes represent an exercise f the City's Reserved Pwers, r are therwise agreed t in this Agreement. Ntwithstanding the freging, Prperty Owner may, in its sle discretin, give the City written ntice f its electin t have any subsequent change in the Applicable Rules applied t sme prtin r all f the Prperty as it may wn, in which case such subsequent changes in the Appllcable Rules shall be deemed t be cntained within the L.A\21 t

26 Applicable Rules insfar as that prtin f the Prperty is cncerned. In the event f any cnflict r incnsistency between this Agreement and the Applicable Rules, the prvisins f this Agreement shall cntrl Changes in Building and FiJ:e Cdes. Ntwithstanding any prvisin f this Agreement t the cntrary, develpment f the Prject shall be subject t changes ccurring frm time t time in the Califrnia Building Cde and ther lmifrm cnstructin cdes. In additin, develpment f the Prject shall be subject t changes ccmting frm time t time in Chapters V and IX f1he Municipal Cde regarding the cnstructin, engineering and design standards fr bth public and private imprvements prvided that these changes are (1) necessary t the health and safety f the residents f the City, and (2) are generally applicable n a Citywide basis (except in the event f natural disasters as fund by the Mayr r City Cuncil, such as flds, earthquakes and similar disasters) Changes Mandated by Federal r State Law. This Agreement shall nt preclude the applicatin t the Prject f changes in, r additins t, the Applicable Rules, including mles, regulatins, rdinances and fficial plicies, t the extent that these changes r additins are mandated t be applied t develpments such as this Prject by state r federal regulatins, pursuant t the Reserved Pwers. In the event state r federal laws r regulatins prevent r preclude cmpliance with ne r mre prvisins f this Agreement, these prvisins shall be mdified r suspended as may be necessary t cmply with state r federal laws r regulatins Subsequent Develpment Review. The City shall nt require Prperty Owner t btain any apprvals r pennits fr the develpment f the Prject in accrdance with this Agreement ther than thse permits r apprvals that are required by the Applicable Rules, the Reserved Pwers and/r the Prject Apprvals. Any subsequent Discretinary Actin initiated by Prperty Owner which substantially changes the entitlements allwed under the Prject Apprvals, shall be subject t rules, regulatins, rdinances and fficial plicies f the City then in effect. TI1e Parties agree that this Agreement des nt mdify, alter r change the City's bligatins pursuant t CEQA and acknwledge that future Discretinary Actins may require additinal envirnmental review pursuant t CEQ A. In the event that additinal envirnmental review is required by CEQA, the City agrees t utilize tiered envirnmental dcuments t the fullest extent permitted by law, as determined by the City, and as prvided in Califrnia Public Resurces Cde Sectins and Prject Cnstructin Beynd 2016 FEIR Buildut Year. The Parties agree and acknwledge that the FEIR describes phased cnstructin f the Prject and that ecnmic cnditins may influence the ability f Prperty Owner t cmplete cnstructin f all f the Prject's phases by the buildut year cntemplated by the FEIR, which is Prir t the issuance f any building permit, ther, permit, r apprval fr cnstructin activities in furtherance fthe Prject after December 31,2016, the Directr fplanning shall be required t make a written finding that the prir discretinary apprval, and the required envirnmental review, cnsidered significant aspects f the apprved prject and that the existing envirnmental dcumentatin under the Califrnia Envirnmental Quality Act (CEQA), in additin t any further envirnmental dcumentatin required under CEQA due t any LA\2!

27 substantial changes in circumstances r new infnnatin f substantial imp01iance as referenced in CEQA Guidelines Sectins 15162, 15163, and 15164, is adequate fr the issuance f the permit r apprval Prperty Owner hereby cnsents t such envirnmental review and acknwledges that the City shall be permitted t impse additinal Mitigatin Measures r Cnditins f Apprval as detennined necessary by such review Special Taxes and Assessments. Prperty Owner shall have the right, t the extent permitted by law, t prtest, ppse, and vte against any and all special taxes, assessments, levies, charges, and/r fees impsed with respect t any assessment districts, infrastructure financing, Mell-Rs r cmmunity facilities districts, cmmunity taxing districts, maintenance districts, r ther similar districts. If the Prperty Owner requests the frmatin f any such districts in cnnectin with the Prject, the City agrees t cperate in their frmatin Effective Develpme~t Standards. The City agrees that it is bund t permit the uses, intensity f use and density n this Prperty which are permitted by this Agreement and the Prject Apprvals, insfar as this Agreement and the Prject Apprvals s prvide r as therwise set frth in the Applicable Rules r the Reserved Pwers. The City hereby agrees that it will nt unreasnably withhld r unreasnably cnditin any Discretinary Actin which must be issued by the City in rder fr the Prject t prceed, prvided that Prperty Owner reasnably and satisfactrily cmplies 'vith all City-wide standard prcedures, actins, payments f Prcessing Fees, and criteria generally required f develpers by the City fr prcessing requests fr develpment cnsistent with this Agreement Interim Use. The City agrees that Prperty Owner may use the Prperty during the te1m f this Agreement fr any use which is therwise pennitted by the applicable zning regulatins and the General Plan in effect at the time f the interim use, except as expressly prvided in this Develpment Agreement, r pursuant t any apprvals, permits, ther agreements between the City and Prperty Owner, r ther entitlements previusly granted and in effect as f the Effective Date Mratria r Interim Cntrl Ordinances. In the event an rdinance, reslutin, plicy, r ther measure is enacted, whether by actin f the City, by initiative, r therwise, which relates directly r indirectly t the Prject r t the rate, amunt, timing, sequencing, r phasing f the develpment r cnstructin f the Prject n all r any part f the Prperty, City agrees that such rdinance, reslutin, r ther measure shall nt apply t the Prperty r this Agreement, unless such changes: (1) are fund by the City t be necessary t the public health and safety f the residents f the City, and (2) are generally applicable n a Citywide basis (except in the event f natural disasters as fund by the Mayr r the City Cuncil, such as flds, earthquakes and similar disasters) Time Perid f Tentative Tract Map and Prject Apprvals. The City acknwledges that the cnstructin f the Prject may be subject t unavidable delays due t factrs utside Prperty Owner's cntrl Pursuant t Califrnia Gvernment Cde Sectin (a), the City agrees that the duratin fthe Vesting Tentative Tract Map and any new tract r parcel map which are cnsistent with the Prject Apprvals, shall autmatically be LA\

28 extended fr the Term f this Agreement. The City further agrees that the duratin f all f the Prject Apprvals shall autmatically be extended fr the Term f this Agreement Prcessing Fees. Prperty Owner shall pay all Prcessing Fees fr Ministerial Permits and Apprvals Timeframes and Staffing fr Prcessing and Review. The City agrees that expeditius prcessing f Ministerial Permits and Apprvals and Discretinary Actins, if any, and any ther apprvals r actins required fr the Prject are critical t the implementatin f the Prject. In recgnitin ftbe imprtance f timely prcessing and review f Ministerial Permits and Apprvals> the City agrees t wrk with Prperty Owner t establish time frames fr prcessing and reviewing such Ministerial Permits and Apprvals and t cmply with time:f:rames established in the Prject Apprvals. The City agrees t expedite all Ministerial Permits and Apprvals and Discretinary Actins requested by Prperty Owner, if any. ~.2.12 Other Gvernmental Apprvals. Prperty Owner may apply fr such ther permits and apprvals as may be required fr develpment f the Prject in accrdance with the prvisins f this Agreement frm ther gvemmental r quasi-gverrunental agencies having jurisdictin ver the Prpe1ty. The City shall reasnably cperate with Prpe1iy Owner in its endeavrs t btain such permits and apprvals. Each Party shall take all reasnable actins, and execute, with acknwledgment r affidavit, if required~ any and all dcuments and writings that n,jay be reasnably necessary r prper t achieve the purpses and bjectives f this Agreement. 4. ANNUAL REVIEW. 4.1 Annual Review. During the Term f this Agreement, the City shall review annually Prperty Owner's cmpliance with this Agreement by Prperty Owner and/r any Transferee. This peridic review shall be limited in scpe t gd faith cmpliance with the prvisins f this Agreement as prvided in the Develpment Agreement Act and Prperty Owner, and/r any Transferee shall have the burden f demnstrating such gd faith cmpliance relating slely t such parties' prtin f the Prperty and any develpment lcated theren. The Annual Review shall be in the frm f an Annual Reprt prepared and submitted by the Plamnng Directr. The Reprt shall include: the number, type and square ftage f and the status fprjects; the ttal number f parking spaces develped; prvisins fr pen space; status f activities relating t streetscape imprvements; summary f perfrmance f Prperty Owner's bligatins. 4.2 Pre-Determinatin Prcedure. Submissin by Prperty Ovvner, and/r Transferee, f evidence f cmpliance with this Agreement, in a frm which the Planning Directr may reasnably establish, shall be made in writing and transmitted t the Planning Directr nt later than sixty (60) days prir t the yearly anniversary f the Effective Date. If the public has cmments regarding cmpliance, such cmments must be submitted t the Planning Directr at least sixty (60) days prir t the yearly anniversary f the Effective Date. All such public cmments and fmal staff reprts shall, upn receipt by the City, be made available as sn as pssible t Prperty Owner and/r any Transferees. LA\

29 4.2.1 Special Review. The City may rder a special review f cmpliance with this Agreement upn reasnable evidence f material nn-cmpliance with the terms fthe Agreement 4.3 Planning Directr's Determinatin. On r befre the yearly anniversary f the Effective Date f the Agreement, the Planning Directr shall make a detenninatin regarding whether r nt Prperty Owner~ and/r any Transferee, has cmplied in gd faith with the prvisins and cnditins f this Agreement. This determinatin shall be made in writing with reasnable specificity, and a cpy f the determinatin shall be prvided t Prperty Owner. and/r any Transferee, in the manner prescribed in Sectin Appeal By Prperty Owner. In the event the Plam1ing Directr makes a finding and determinatin f nn-cmpliance, Prperty Owner, and/r any Transferee as the case may be, shall be entitled t appeal that determinatin t the Planning Cmmissin. After a public hearing n the appeal, the Planning Cmmissin shall make written findings and detenninatins, n the basis f substantial evidence, whether r nt Prperty Owner, and/r any Transfere:e as the case may be, has cmplied in gd faith with the prvisins and cnditins f this Agreement. A finding and detenninatin f cmpliance by the Planning Cmmissin shall be final and effective as prvided in Charter Sectin 245. Nthing in this Sectin r this Agreement shall be cnstrued as mdifying r abrgating Ls Angeles City Charter Sectin 245 (City Cuncil review f Cmmissin and Bard actins). 4.5 Perid t Cure Nn-Cmpliance. If, as a result f this Ammal Review prcedure, it is fund and determined by the Planning Directr r the Planning Cmmissin r City Cuncil, n appeal, that Prperty Owner, ru;1d/r any Transferee, as the case may be, has nt cmplied in gd faith with the prvisins and cnditins f this Agreement, the City, after denial f any appeal r, where n appeal is taken, after the expiratin f the appeal perid described in Sectin 7.3, shall submit t Prperty Owner, and/r any Transferee, as the case may be, by registered r certified mail, return receipt requested, a written ntice f nn-cmpliance in the manner prescribed in Sectin 7.10, stating with specificity thse bligatins f Prperty Owner and/r any Transferee, as the case may be, which have nt been perfrmed. Upn receipt f the ntice f nn-cmpliance, Prperty Owner, and/r any Transferee, as the case may be, shall prmptly cmmence t cure the identified items f nn-cmpliance at the earliest reasnable time after receipt fthentice f nn-cmpliance and shall cmplete the cure f such items f nn-cmpliance nt later than sixty (60) days after receipt f the ntice f nncmpliance, r any lnger perid as is reasnably necessary t remedy such items f nncmpliance, by mutual cnsent f the City and Prperty Owner prvided that Prperty Owner. shall cntinuusly and diligently pursue the remedy at all times until the item f nn-cmpliance is cured. 4.6 Failure t Cure Nn~Cmpliance Prcedure. If the Planning Directr finds and determines that Prperty Owner r a Transferee has nt cured an item f nn-cmpliance pursuant t this Sectin, and that the City intends t terminate r mdify this Agreement r thse transferred r assigned rights and bligatins, as the case may be, the Planning Directr shall LA\21!

30 make a reprt t the Planning Cmmissin. The Planning Directr shall then set a date fr a public hearing befre the Planning Cmmissin in accrdance with the ntice and hearing requirements f Gvernment Cde Sectins and If after the public hearing, the Planning Cmmissin finds and determines, n the basis f substantial evidence, that (i) Prperty 0\VD.er r its Transferee has nt cured a default pursuant t this Sectin, and (ii) that the City may terminate r mdify this Agreement, r thse transfened r assigned rights and bligatins, as the case may be, the finding and determinatin shall be appealable t the City Cuncil in accrdance with Sectin 7.3 heref. In the event f a finding and determinatin f cmpliance, there shall be n appeal by any persn r entity. Nthing in this Sectin r this Agreement shall be cnstrued as mdifying r abrgating Ls Angeles City Charter Sectin 245 (City Cuncil's review f Cmmissin and Cuncil actins) Terminatin r Mdificatin f Agreement. The City may te~inate r mdify this Agreement, r thse transfened r assigned rights and bligatins, as the case may'be, after the final determinatin f nncmpliance by the City Cuncil r, where n appeal is taken, after the expiratin f the appeal perids described in Sectin 7.3. There shall be n mdificatins f this Agreement unless the City Cuncil acts pursuant t Gvernment Cde Sectins and 65868, irrespective f whether an appeal is taken as prvided in Sectin Reimburse1q1cmt f Csts. Prperty 0\VD.er shall reimburse the City fr its actual csts, reasnably and necessarily incurred, t accmplish the required annual review. 4.9 Evidence f Cmpliance Applicable t a Particular Prtin f the Prperty. Ntwithstanding anything t the cntrary in this Sectin 4 r any ther prvisin f this Agreement, a Transferee f all r any prtin f the Prperty shall nly be respnsible fr submitting evidence f cmpliance with this Agreement as it relates slely t that prtin f the Prperty transferred, assigned, r cnveyed t such Transferee in an Assignment Agreement authrized by Sectin 6.2 f this Agreement City's Rights and Remedies Against Prperty Owner. The Citfs rights in Sectin 4 f this Agreement relating t cmpliance with this Agreement by Prperty Owner shall be limited t nly thse rights and bligatins assumed by Prperty Owner.under this Agreement and as expressly set frth in the applicable Assignment Agreement authrized by Sectin 6.2 f this Agreement Prperty Owner Written Request fr Cnfirmatin. Frm time t time, Prperty Owner f any prtin f the Prperty may, separate frm the annual review prcess, submit a written request fr cnfmnatin frm the Planning Directr that certain bligatins f this Agreement have been satisfied. Subject t the time limits and prcess requirements f Sectin 4.3, the Planning Directr shall issue a written cnfinnatin stating either that such bligatins have been satisfied r setting frth the reasns why subject bligatin have nt been satisfied. 5. DEFAULT PROVISIONS. 5.1 Default by Prperty Owner. LA\2!

31 5.1.1 Default. In the event Prperty Owner r a Transferee f any prtin f the Prperty fails t perfnn its bligatins under this Agreement applicable t its prtin f the Prpe1ty as specified in the applicable Assignment Agreement, in a timely manner and in cmpliance pursuant t Sectin 4 f this Agreement, the City shall have all rights and remedies prvided fr in this Agreement, including, withut limitatin, mdifying r tenninating this Agreement, shall relate exclusively t the defaulting party and such defaulting party's p01tin f the Prperty, prvided that the City has first cmplied with all applicable ntice and pprtunity t cure prvisins in Sectin and given ntice as prvided in Sectin 4.3 heref, and prvided further that Prperty Owner may appeal such declaratin in the manner prvided in, and subject t all terms and prvisins f; Sectins 4.4 and 4.5. In n event shall a default by a Prperty Owner r a Transferee f any prtin f the Prperty cnstitute a default by any nndefaulting Prperty Owner r Transferee with respect t such nn-defaulting patties' bligatins hereunder nr affect such nn~defaulting parties' rights hereunder~ r respective prtin f the Prperty Ntice f Default. The City thrugh the Planning Directr shall submit t Prperty Owner r Transferee, as applicable, by registered r certified mail, return receipt requested, a written ntice f default in the manner prescribed in Sectin 7.I 0, identif)'ing with specificity thse bligatins f Prperty Owner r Transferee, as applicable, which have nt been perfrmed. Upn receipt f the ntice f default, Prperty Owner r Transferee shall prmptly cmmence t cure the identified default(s) at tl1e earliest reasnable time after receipt f the ntice f default and shall cmplete the cure f the default(s) nt later than sixty (60) days after receipt f the ntice f default, r a lnger perid as is reasnably necessary t remedy the default(s)~ prvided that Prperty Owner r Transferee, as applicable, shall cntinuusly and diligently pursue the remedy at all times until the default(s) is cured. In the case f a dispute as t whether Prperty Owner has cured the default, the Parties shall submit the matter t dispute reslutin pursuant t Sectin 61.5 f this Agreement Failure t Cure Default Prcedures. If after the cure perid has elapsed (Sectin 4.5\ the Planning Directr finds and detennines that Prperty Owner, r its Transferees, successrs, and/r assignees, as the case may be, remains in default and that the City intends t terminate r mdify this Agreement, r thse transferred r assigned rights and bligatins, as the case may be~ the Planning Directr shall niake a reprt t the Planning Cmmissin and then set a public hearing befre the Cmmissin in accrdance with the ntice and hearing requirements f Gvernment Cde Sectins and If after public hearing, the Planning Cmmissin finds and determines, n the basis f substantial evidence, that Prperty Owner, r its Transferees, successrs, and/r assigns, remains in default and that the City intends t terminate r mdify this Agreement, r thse transferred r assigned rights and bligatins, as the case may be, Prperty Owner and its Transferees, successrs, and/r assigns, shall be entitled t appeal that finding and determinatin t the City Cuncil in accrdance with Sectin 7.3. In the event f a finding and determinatin that all defaults are cured, there shall be n appeal by any persn r entity. Nthing in this Sectin r this Agreement shall be cnstrued as mdifying r abrgating Ls Angeles City Charter Sectin 245 (City Cuncil review f Cmmissin and Bard actins). LA\2!1834$.28 26

32 5.1.4 Terminatin r Mdificatin f Agreement. The City may terminate r mdify this Agreement, r thse transferred r assigned rights and bligatins, as the case may be, relating slely t the defaulting Prperty 0\.Vller r Transferee and such defaulting party's prtin f the Prperty after such final detenninatin f the City Cuncil r, where n appeal is taken, after the expiratin fthe appeal perids described in Sectin 7.3 relating t 1he defaulting party's rights and bligatins. There shall be n tenninatin r mdificatin f this Agreement unless the City Cuncil acts pursuant t Sectin Default by the City Default. In the event the City des nt accept, prcess, r render a decisin n necessary develpment pennits, entitlements, r ther land use r building apprvals fr use as prvided in this Agreement upn cmpliance with the requirements theref, r as therwise agreed t by the Parties, r the City therwise defaults under the prvisins f this Agreement, Prpetty Owner and any Transferee shall have all rights and remedies prvided herein r by applicable law, which shall include cmpelling the specific perfrmance f the City's bligatins under this Agreement prvided that Prperty Owner r Transferee, as the case may be, has first cmplied with the prcedures in Sectin N part f this Agreement shall be deemed t abrgate r limit any immunities r defenses the City may therwise have with respect t claims fr mnetary damages Ntice f Default. Prperty Owner r Transferee, as the case may be, shall first submit t the City a written ntice f default stating with specificity thse bligatins that have nt been perfrmed. Upn receipt f the ntice f default, the City shall prmptly crmnence t cure the identified default(s) atthe earliest reasnable time after receipt f the ntice f default and shall cmplete the cure f the default(s) nt later than ne hundred and twenty (120) days after receipt f the ntice f default, r a lnger perid as is reasnably necessary t remedy such default(s), prvided that the City shall cntinuusly and diligently pursue the remedy at all tirnes until the default( s) is cured. In the case f a dispute as t whether the City has cured the default; the Parties shall submit the matter t dispute reslutin pursuant t Sectin 7.5 f this Agreement 5.3 N Mnetary Damages. It is acknwledged by the Parties that the City wuld nt have entered int this Agreement if it were liable in mnetary damages under r with respect t this Agreement r the applicatin theref. The Parties agree and recgnize that, as a practical matter, it may nt be pssible t determine an amunt f mnetary damages which wuld adequately cmpensate Prperty Owner fr its investment f time and financial resurces in planning t arrive at the kind, lcatin, intensity f use, and imprvements fr the Prject, nr t calculate the cnsideratin the City wuld require t enter int this Agreement t justify the expsure. Therefre, the Parties agree that each f the Parties may pursue any remedy at law r equity available fr any breach f any prvisin fthis Agreement, except that the Parties shall nt be liable in mnetary damages and the Parties cvenant nt t sue fr r claim any mnetary damages fr the breach f any prvisin fthis Agreement. LA\

33 6. MORTGAGEE RIGHTS Encumbrances n the Prperty. The Parties heret agree that this Agreement shall nt prevent r limit Prperty Owner frm encumbering the Prperty r any estate r interest therein, prtin theref, r any imprvement theren, in any manner whatsever by ne r mre mrtgages} deeds f trust, sale and leaseback, r ther frm f secured financing ("Mrtgage") with respect t the cnstructin, develpment, use r dperatin f the Prject and parts theref. The Planning Department acknwledges that the lender( s) prviding such Mrtgages may require certain Agreement interpretatins and mdificatins and agrees, upn request, frm time t time, t meet with Prperty Owner and representatives f such lender(s) t negtiate in gd faith any such request fr interpretatin r mdificatin. The Planning Department will nt unreasnably witlihld its cnsent t any such requested interpretatin r mdificatin, prvided such interpretatin r mdificatin is cnsistent with the intent and purpses f this Agreement Mrtgagee Prtectin. T the extent legally permissible, this Agreement shall be superir and senir t any lien placed upn the Prperty, r any p01tin theref, including the lien f any Mrtgage. Ntwithstanding the freging, n breach f this Agreement shall defeat, render invalid, diminish, r impair the lien f any Mrtgage made in gd faith and fr value. Any acquisitin r acceptance ftitle r any right r interest in r with respect t the Prperty r any prtin therefby the hlder f a Mrtgage (a ''Mrtgagee''), pursuant t freclsure, trustee's sale, deed in lieu f freclsure, lease r sublease terminatin r therwise, shall be subject t all f the terms and cnditins f this Agreement except that any such Mrtgagee, including its affiliate, wh takes title t the Prpe1ty r any pttin theref shall be entitled t the benefits arising under this Agreement prvided Mrtgagee cmplies with Sectin belw Mrtgagee Nt Obligated. Ntwithstanding the prvisins f this Sectin 6, Mrtgagee will nt have any bligatin r duty pursuant t the terms set frth in this Agreement t perfrm the bligatins f Prperty Owner r ther affirmative cvenants f Prperty Owner hereunder, r t guarantee such perfrmance, except that the Mrtgagee and its successr shall have n vested right t develp the Prject withut fully cmplying with the. terms f this Agreemeht and executing and delivering t the City, in a frm and with terms reasnably acceptable t the City, an assumptin agreement f Prperty Owner's bligatins hereunder Request fr Ntice t Mrtgage. The Mrtgagee f any Mrtgage r deed f trust encmnbering the Prperty, r any part r interest theref, wh has submitted a request in writing t the City in the manner specified herein fr giving ntices shall be entitled t receive written ntificatin frm the City f any ntice f nn-cmpliance by Prperty Owner in the petfrmance f Prperty Owner's bligatins under this Agreement Mrtgagee's Time t Cure. If the City timely receives a request frm a Mrtgagee requesting a cpy f any ntice f nn-cmpliance given t Prperty Owner under the terms f this Agreement, the City shall prvide a cpy f that ntice t the Mrtgagee within ten (1 0) days f sending the ntice f nn-cmpliance t Prperty Owner. The Mrtgagee shall LA\21 J

34 have the right, but nt the bligatin, t cure the nn-cmpliance fr a perid f sixty (60) days after the Mrtgagee receives Vilritten ntice f nn-cmpliance, r any lnger perid as is reasnably necessary, nt t exceed 120 days, t remedy such items f nn-cmpliance, by mutual cnsent f the City and Mrtgagee prvided that Mrtgagee shall cntinuusly and diligently pursue the remedy at all times until the item f nn-cmpliance is cured Disaffirmatin. If this Agreement is terminated as t any prtin fthe Prperty by reasn f (i) any default r (ii) as a result f a bankruptcy prceeding, r if this Agreement is disaffirmed by a receiver, liquidatr, r trustee fr Prpe1ty Owner r its prperty, the City, if requested by any Mrtgagee, shall negtiate in gd faith with such Mrtgagee fr a new develpment agreement fr the Prject as t such prtin f the Prperty with the mst senir Mrtgagee requesting such new agreement. This Agreement des nt require any Mrtgagee r the City t enter int a new develpment agreement pursuant t this Sectin. 6.2 Assignment. The Prperty~ as well as the rights and bligatins f Prperty Owner under this Agreement, may be transferred r assigned in whle r in part by Prperty Ovmer t atransferee withut the cnsent f the City, subject t the cnditins set frth belw in Sectins and Upn such assignment the assignr shall be released frm the bligatins s assigned Cnditins f Assignment. N such assignment shall be valid until and unless the fllwing ccur: Written Ntice f Assignment Required. Prperty Owner, r any successr transferr, gives prir written ntice t the City f its intentin t assign r transfer any f its interests, rights r bligatins under this Agreement and a cmplete disclsure f the identity f the assignee r Transferee, including cpies fthe Articles f Incrpratin in the case f crpratins and the names f individual partners in the case f partnerships. Any failure by Prperty Owner r any successr transferr t prvide the ntice shall be curable in accrdance with the prvisins in Sectin Autmatic Assumptin f Obligatins. Unless therwise stated elsewhere in this Agreement t the cntrary, a Transferee fprpmty r any prtin theref expressly and uncnditinally assumes all f the rights and bligatins f this Agreement transfen ed r assigned by Prperty Owner and which are expressly set frth in the applicable Assignment Agreement Liability Upn Assignment. Each Transferee f any prtin fthe Prperty shall be slely and nly liable fr perfrmance f such Transferee's bligatins applicable t its prtin f the Prperty under this Agreement as specified in the applicable Assignment Agreement. Upn the assignment r transfer f any prtin f the Prperty tgether with any bligatins assignable under this Agreement, the Transferee shall becme slely and nly liable fr the perfnnance f thse assigned r transferred bligatins s assumed and shall have the rights f a "Prperty Ovmee' under this Agreement; which such rights and bligatins shall be set frth specifically in the Assignment Agreement, executed by the transferring Prperty Owner, and the Transferee, as f the date f such transfer, assignment r cnveyance f LA\

35 the applicable pmtin f the Prperty. The failure f a Transferee f any prtin f the Prperty t perfrm such Prperty Owner's bligatins set frth in the applicable Assignment Agreement may result, at the City's ptin, in a declaratin that this Agreement has been breached and the City may, but shall nt be bligated t, exercise its rights and remedies 1ll1der this Agreement slely as it relates t the defaulting Transferee's prtin f the Prperty as prvided fr in Sectin 5.1 heref, subject t such defaulting Transferee's right t ntice and pprtunity t cure the default in accrdance with prvisins f Sectin 5.1 heref. Any partial terminatin f this Agreement as it relates t that Transferee's hlding is severable frm the entire Agreement, and shall nt affect the remaining entirety f the Agreement Release f Prperty Owner. With respect t a transfer and assignment f all r a p1tin f Prperty Owner's interest in the Prperty and the related dgllts and bligatins heretmder, upn the effective date f any such transfer and assignment, as evidenced by the executin f an Assignment Agreement pursuant t this Sectin between Prperty Owner and the Transferee and delivery f such Assignment Agreement t the City, Prperty Owner shall autmatically be released frm any further bligatins t the City 1U1der this Agreement with respect t the Prperty s transferred Release f Prperty Transferee. A Transferee shall nt be liable fr any bligatins t the City under this Agreement relating t any prtin f the Prperty ther than that prtin transferred t such Transferee, and n default by a Prperty Owner under this Agreement with respect t such ther prtins f the Prperty shall be deemed a default by such Transferee with respect t the prtin f the Prperty transferred t such Transferee. 7. GENERAL PROVISIONS. 7.1 Effective Date. The Effective Date (this Agreement shau. be the date n which this Agreement is attested by the City Clerk fthe City f Ls Angeles after executin by Prperty Owner and Mayr f the City f Ls Angeles. 7.2 Term. The Term f this Agreement shall cmmence n the Effective Date and shall extend fr a perid f 15 years, after the Effective Date, 1ll1less said Term is therwise tenninated r mdified by circumstances set frth in this Agreement r by mutual cnsent f the Parties heret. Fllwing the expiratin f this Term, this Agreement shall terminate and be f n further frce and effect; prvided, hwever, that this tenninatin shall nt affect any right r duty arising frm entitlements r apprvals, inci:uding the Prject Apprvals n the Prperty, apprved cncurrently with, r subsequent t, the Effective Date f this Agreement. The Term f this Agreement shall autmatically be extended fr the perid f time f any actual delay resulting frm any enactments pursuant t the Reserved Pwers r mratria, r frm legal actins, r appeals which enjin perfnnance under this Agreement r act t stay perfnnance under this Agreement (ther than bankruptcy r similar prcedures), r frm any actins taken pursuant t Sectin 7.5 (Dispute Reslutin), r frm any litigatin related t the Prject r Prject Apprvals, this Agreement r the Prperty. 7.3 Appeals t City Cuncil. Where an appeal by Prperty Owner r its Transferees, as the case may be, t the City Cuncil fim a finding and/r determinatin f the l.a\

36 Planning Cmmissin is created by this Agreement~ such appeal shall be taken, if at all, within twenty (20) days after the mailing f such finding and/r detenninatin t Prpetty Owner, r its successrs, Transferees, and/r assignees, as the case may be. The City Cuncil shall act upn the finding and/r determinatin f the Planning Cmmissin within eighty (80) days after such mailing, r within such additinal perid as may be agreed upn by Prperty Owner r its Transferees, as the case may be, and the City Cuncil. The failure f the City Cuncil t act shall nt be deemed t be a denial r apprval f the appeal, which shall remain pending until final City Cuncil actin. 7.4.Enfrced Delay; Extensin f Time f Perfrmance. In additin t specific prvisins fthis Agreement, whenever a perid f time, including a reasnable perid ftime, is designated within which either Party heret is required t d r cmplete any act, matter r thing, the time fr the ding r cmpletin theref shall be extended by a perid f time equal t the number f days during which such Party is actually prevented frm, r is unreasnably interfered with, the ding r cmpletin f such act, matter r thing because f causes beynd the reasnable cntrl f the Party t be excused, including: war; insurrectin; rits; flds; earthquakes; fires; casualties; acts f Gd; litigatin and administrative prceedings against the Prject (nt including any administrative prceedings cntemplated by this Agreement in the nrmal curse f affairs (such as the Annual Review)); any apprval required by the City (nt including any perid f time nrmally expected fr the prcessing f such apprvals in the rdinary curse f affairs); restrictins impsed r mandated by ther gvenunental entities; enactment f cnflicting state r federal laws r regulatins; judicial decisins; the exercise f the City's Reserved Pwers; r similar bases fr excused perfrmance which are nt within the reasnable cntrl f the Party t be excused (financial inability excepted). This Sectin shall nt be applicable t any prceedings with respect t bankruptcy r receivership initiated by r n behalf f Prperty Owner r, if nt dismissed within ninety (90) days, by any third parties against Prperty Owner. If written ntice f such delay is given t either party within thirty (30) days f the cmmencement f such delay, an extensin f time fr such cause will be granted in writing fr the perid f the enfrced delay, r lnger as may be mutually agreed upn Dispute Reslutin Dispute Reslutin Prceedings. The Parties may agree t dispute reslutin prceedings t fairly and expeditiusly reslve disputes r questins f interpretatin under this Agreement These dispute reslutin prceedings may include: (a) prcedures develped by the City fr expeditius interpretatin f questins arising under develpment agreements; r (b) any ther manner f dispute reslutin which is mutually agreed upn by the Parties Arbitratin. Any dispute between the Patties that is t be reslved by arbitratin shall be settled and decided by arbitratin cnducted by an arbitratr wh must be a frmer judge f the Ls Angeles Cunty Superir Curt r Appellate Justice f the Secnd District Curt f Appeals r the Califrnia Supreme Curt. This arbitratr shah be selected by mutual agreement f the parties. LA\ ,28 31

37 Arbitratin Prcedures. Upn appintment f the arbitratr~ the matter shall be set fr arbitratin at a time nt less than thirty (30) nr mre than ninety (90) days frm the effective date f the appintment f the arbitratr. The arbitratin shall be cnducted under the prcedures set frth in Cde f Civil Prc,edure Sectin 638, et seq., r under such ther prcedures as are agreeable t bth Parties, except that prvisins f the Califrnia Cde f Civil Prcedure pertaining t discvery and the prvisins f the Califrnia Evidence Cde shall be applicable t such prceeding Extensin f Term. The Tenu f this Agreement as set frth in Sectin 7.2 shall autmatically be extended fr the perid f time in which the Patiies are engaged in dispute reslutin t the degree that such extensin f the Tenu is reasnably required because activities which wuld have been cmpleted prir t the expiratin f the Term m e delayed beynd the scheduled expiratin f the Term as the result f such dispute reslutin Legal Acti'n. Either Party may, in additin t any ther rights r remedies, institute legal actin t cure, crrect, r remedy any default, enfrce any cvenant r agreement herein, enjin any threatened r attempted vilatin, r enfrce by specific perfrmance the bligatins and rights f the Parties heret. Ntwithstanding the abve, the City's'right t seek specific perfotma!fce shall be specifically limited t cmpelling Prperty Owner t cmplete, demlish r make safe any particular imprvement(s) n public lands which is required as a Mitigatin Measure r Cnditin f Apprval. Prperty Owner shall have n liability (ther than the ptential terminatin fthis Agreement) if the cntemplated develpment fails t ccur Applicable Law. This Agreement shall be cnstrued and enfrced in accrdat1ce with the laws f the State f Califrnia, and the venue fr any legal actins brught by any party with respect t this Agreement shall be the Cunty f Ls Angeles, State f Califrnia fr state actins and the Central. District f Califmia fr any federal actins. 7.6 Amendments. This Agreement may be amended frm time t time by mutual cnsent in writing f the Pru.ti~s t this Agreement in accrdance with Gvernment Cde Se9tin 65868~ and any Transferee f the Prperty r any prtin theref, in.the event such amendirient affects the rights and bligatins f the Transferee under this Agreement in cnnectin with the develpment, use and ccupancy fits prtin f the Prperty and/r any imprvements lcated theren. Any amendment t this Agreement which relates t the Term, pe1mitted uses, substantial density r intensity f use, height~ r size fbuildings, prvisins> bligatins fr reservatin and dedicatin f land, cnditins, restrictins, and requirements relating t subsequent Discretinary Actin r any cnditins r cvenants relating t the use f the Prperty, which are nt prvided fr under the Applicable Rules r Prject Apprvals, shall require ntice and public heru.1ng befre the Parties may execute an amendment theret. Prperty Owner, r a Transferee as applicable, shall reimburse the City fr its actual csts, reasnably and necessarily incurred, t review any amendments requested by Prperty Owner r a Transferee, including the cst f any public hearings Cvenants. The prvisins f this Agreement shall cnstitute cvenants which shall run with the land cmprising the Prperty fr the benefit theref, subject t the prvisins LA\2!

38 f any Assignment Agreement (if applicable) and the burdens and benefits heref shall bind and inure t the benefit f the Parties heret and all successrs and assigns f the Parties, including any Transferee f Prperty Owner. 7.8 Cperatin and Implementatin Prcessing. Upn satisfactry cmpletin by Prperty Owner f all required preliminary actins and payment f apprpriate Prcessing Fees, including the fee fr prcessing this Agreement, the Planning Department shall cmmence and diligently prcess all required steps necessary fr the implementatin f this Agreement and develpment f the Prperty in accrdance with the tem1s f this Agreement. Prperty Owner shall, in a timely manner, prvide the Planning Department with all dcuments, plans, fees and ther infrmatin. necessary fr the Planning Depmiment t carry ut its prcessing bligatins pursuant t this Agreement Other Gvernmental Permits. Prperty Owner shall apply in a timely manner fr such ther permits and apprvals as may be required frm ther gvernmental r quasi-gvernmental agencies having jurisdictin ver the Prject as may be required fr the develpment f, r prvisin f services t, the Prject. The City shall cperate with Prperty Owner in its endeavrs t btain such permits and apprvals an.d shall, frm time t time at the request f Prperty Owner, attempt with due diligence and in gd faith t enter int binding agreements with a11y such entity t ensure the availability f such permits and apprvals, r services, prvided such agreements are reasnable and nt detrimental t the City. These agreements may include, but are nt limited t, jint pwers agreements under the prvisins f the Jint Exercise fpwers Act (Gvernment Cde Sectin 6500, et seq.), r the prvisins f ther laws t create legally binding, enfrceable agreements between such parties. T the extent allwed by law, Prperty Owner shall be a party t any such agreement, r a third party beneficiary theref, entitled t enfrce fr its. wn benefit n behalf f the City, r in its wn name, the rights f the City r Prperty Owner thereunder r the duties and bligatins f the parties theret. Prperty Owner shall reimburse the City fr all csts and expenses incurred in cnnectin with seeking and entering int any such agreement prvided that Prperty Owner has requested such arifeei:nent.. Prperty Owner r Transferee, as the case may be, shall defend the City in any challenge by any persn r entity t any agreement, an<i shall reimburse the City fr any csts and expenses incurred by the City in enfrcing any agreement~ Any fees, assessments, r ther amunts payable by the City thereunder shall be brne by Prperty Owner r Transferee, as the case may be, except where Prperty Owner r Transferee, as the case may be, has ntified the City in writing, prir t the City entering int an agreement, that it des nt desire fr the City t execute an agreement Cperatin in the Event f Legal Challenge. In the event f any legal actin instituted by a third party r ther gvernmental entity r fficial challenging the validity f any prvisin f this Agreement, the Parties hereby agree t affim1atively cperate in defending said actin. Prperty Owner and the City agree t cperate in any legal actin seeking specific perfrmance, declaratry relief r injunctive relief, t set curt dates at the earliest practicable date(s) and nt cause delay in the prsecutin/defense f the actin, prvided such cperatin shall nt require any Party t waive any rights. LA\21!

39 7.8.4 Relatinship f the Parties. It is tmderstd and agreed by the Parties heret that the cntractual relatinship created between the Parties hereunder is that Prperty Owner is an independent cntractr and nt an ~gent fthe City. Further, the City and Prpe1ty Owner hereby renunce the existence f any frm f jint venture r partnership between them and agree that nthing herein r in any dcument executed in cmmectin herewith shall be cnstrued as making the City and Prperty Owner jint venturers r partners. 7.9 Indemnificatin Obligatin t Defend, Indemnify, and Hld Harmless. Prperty Owner hereby agrees t defend, indemnify, and hld hannless the City and its agents, fficers, and emplyees, frm any claim, actin, r prceeding ("Prceeding") against the City r its agents, fficers, r emplyees (i) t set aside, vid, r annul, all r any part f any Prject Apprval, r (ii) fr any damages, persnal injury r death which may arise, directly r indirectly, frm such Prperty Owner r such Prperty Owner's cntractrs, subcntractrs', agents', r emplyees' peratins in cnnectin with the cnstructin f the Prject, whether peratins be by such Prpetty Owner r any f such Prperty Owner's cntractrs, subcntractrs, by anyne r mre persns directly r indirectly emplyed by, r acting as agent fr such Prperty Owner r any f such Prperty Owner's cntractrs r subcntractrs. In the event that the City, upn being served with a lawsuit r ther legal prcess t set aside, vid r annul all r part f any Prject Apprval, fails t prmptly ntify Prperty 0-vvner f the Prceeding, r fails t cperate fully in the defense f the Prceed]ng, Prperty 0-vvner shall thereafter be relieved f the bligatins impsed in this Sectin 7.9. Hwever, ifprpetiy Owner has actual ntice f the Prceeding, it shall nt be relieved f the bligatins impsed hereunder, ntwithstanding the failure f the City t prvide prmpt ntice f the Prceeding. The City shall be cnsidered t have failed t give prmpt ntificatin f a Prceeding if the City, after being served with a lawsuit r ther legal prcess challenging the Apprvals, unreasnably delays in prviding ntice thereft the Prperty Owner. As used herein, "unreasnably delays" shall mean any delay that materially adversely impacts Prperty Owner's ability t defend the Prceeding. The bligatins impsed in this Sectin 7.9 shall apply ntwithstanding any allegatin r determinatin in the Prceedings that the City acted cntrary t applicable laws. Nthing in this Sectin shall be cnshued t mean that Prperty Owner shall hld the City harmless and/r defend it frm any claims arising frm, r alleged t arise frm, intentinal miscnduct r grss negligence in the perfrmance f this Agreement Defending the Prject Apprvals. Prperty Owner shall have the bligatin t timely retain legal cunsel t defend against any Prceeding t set aside, vid, r annul, all r any part f any Prject Apprval. The City shall have the right if it s chses, t defend the Prceeding utilizing in-huse legal staff, in which case Prperty Owner shall be liable fr all legal csts and fees reasnably incurred by the City, including charges fr staff time charged. In the event f a cnflict f interest which prevents Prperty Owner's legal cunsel frm representing the City, and in the event the City des nt have the in-huse legal resurces t defend against the Prceeding, the City shall als have the right t retain utside legal cunsel prvided that retaining utside legal cunsel causes n delays, in which case Prperty Owner shall be liable fr all legal csts and fees reasnably incurred by the City. Prvided that Prpetty LA\

40 Owner is nt in breach f the tenus f this Sectin 7.9, the City shall nt enter int any settlement f the Prceeding which invlves mdificatin t any Prject Apprval r therwise results in Prperty Owner incurring liabilities r ther bligatins, withut the cnsent f Prperty Owner Breach f Obligatins. Actins cnstituting a breach fthe bligatins impsed in this Sectin 7.9 shall include, but nt be limited t: (i) the failure t timely retain qualified legal cunsel t defend against the Prceedings; (H) the failure t prmptly pay the City fr any attrneys fees r ther legai csts fr which the City is liable pursuant t a judgment r settlement agreement in the Prceeding seeking t set aside, vid r aruml all r part f any Prject Apprval; r (iii) the breach f any ther bligatin impsed in this Sectin 7.9, in each case after written ntice frm the City and a reasnable perid f time in which t cure the breach, nt t exceed thirty~days. Fr purpses f this Sectin 7.9, Prperty Owner shall be cnsidered t have failed t timdy retain qualified legal cunsel if such cunsel is nt retained within furteen (14) days fllwing the City~s prvisin f the ntice f Prceedings t Prperty Owner required hereunder. In the event that Prperty Owner breaches the bligatins impsed in this Sectin 7.9, the City shall have n bligatin t defend against the Prceedings, and by nt defending against the Prceedings, the City shall nt be cnsid~red t have waived anyrights in this Sectin Cperatin. The City shall cperate with Prperty Owner in the defense f the Prceeding; prvided hwever, that such bligatin f the City t cperate in its defense shall nt require the City t (i) assert a psiti11 in its defense f the Prceeding which it has determined, in its sle discretin, has n substantial merit; (ii) advcate in its defense f the Prceeding legal theries which it has detenn~ned, in its sle discretin, lack substantial merit; r (iii) advcate in its defense f the Prceeding legal theries which it has detennined, in its sle discretin, are cntrary t its best interests, r t public plicy. Nthing cntained in this sectin shall require Prperty 0\\'ller t refrain frm asserting in its defense f the Prceeding psitins r legal theries that d nt satisfy the freging requirements Cntractual Obligatin. Prperty Owner acknwledges and agrees that the bligatins impsed in this Sectin 7.9 are cntractual in nature, and that the breach f any such bligatin may subject Prperty Owner t a breach f cntract claim by the City. 7~9.6 Waiver f Right t Challenge. Prperty Owner hereby waives the right t challenge the validity f the bligatins impsed in this Sectin Survival. The bligatins impsed in this Sectin 7.9 shall smvive any judicial decisin invalidating the Prject Apprvals Preparatin f Administrative Recrd. Prperty Owner and the Ci1y acknwledge that upn the cmmencement f legal Prceedings, the administrative recrd f prceedings relating t the Prject Apprvals must be prepared. Thse dcuments must als be certified as cmplete and accurate by the City. Prperty Owner) as part f its defense bligatin impsed in this Sectin 7.9, shall prepare at its sle cst and expense the recrd f prceedings in a manner which cmplies with all applicable laws; in accrdance with reasnable prcedures LA\21!8345,28 35

41 established by the City; and subject t the City's bligatin t cettify the administrative recrd f prceedings and the City's right t versee the preparatin f such administrative recrd. Prperty Owner agrees that its failure t prepare the administrative recrd as set frth herein, and in cmpliance with all time deadllnes impsed by law, shall cnstitute a breach f its bligatin t defend the City. In the event that Prperty Owner fails t prepare the administrative recrd, the City may d s, in which event the City shall be entitled t be reimbursed by Prperty Owner fr all reasnable csts assciated with preparatin f the administrative recrd, including reasnable charges fr staff time Depsit. Fllwing the filing f a lawsuit, r ther legal prcess seeking t set aside, vid r annul all r part f any Prject Apprval, Prperty Owner shall be required, fllwing written demand by the City, t place funds n depsit with the City, which funds shall be used t reimburse the City fr expenses incurred in cm1ectin with defending the Prject Apprvals. Fr Prject Apprvals which included the certificatin f an envirmnental impact reprt by the City~ the amunt f said depsit shall be ten thusand ($1 0,000) dllars. Fr all ther Prject Apprvals, the amunt f the depsit shall be five thusand ($5,000) dllars. The City, at its sle discretin, may require a larger depsit upn a detailed shwing t the Prperty Owner f the basis fr its determinatin that the abve stated amunts are insufficient. Any unused prtins f the depsit shall be refunded tprperty Owner within thirty (30) days fllwing the reslutin f the chr~llenge t the Prject Apprvals. All Depsits must be paid t the City within thilty (30) days f Prperty Owner's receipt f the City's written demand fr the Depsit Ntices. Any ntice r cmmunicatin required hereunder between the City r Prperty Owner must be in writing, and shall be given either persnally r by registered r certified mail, return receipt requested. If given by registered r certified mail, the same shall be deemed t have been given and received n the first t ccur f(i) actual receipt by any f the addressees designated belw as the party t whm ntices are t be sent, r (ii) five (5) days after a registered r certified letter cntaining such ntice, prperly addressed, with pstage prepaid, is depsited in the United States mail. If persnally delivered, a ntice shall be deemed t have been given when delivered t the Party t whm it is addressed. Any Party heret may at any time, by giving ten (1 0) days' written ntice t the ther Party heret, designate any ther address in substitutin f the address, r any additinal address, t which such ntice r cmmunicatin shall be given. Such ntices r cmmunicatins shall be given t the Parties at their addresses set frth belw: Ift the City: with cpies t: City f Ls Angeles Ls Angeles City Attrney's Office Attentin: Directr f Planning Real Prperty/Envirnment Divisin 200 Nrth Spring Street Ls Angeles City Attrney's Office Ls Angeles. CA th Flr, City Hall East 200 Nrth Main Street Ls Angeles. CA LA\21!

42 If t Prpetty Owner: Westfield LLC. Attentin: General Cunsel with cpies t Head f Develpment, LA Regin and cpies t Jhn Aldersn and Larry Green Wilshire Bulevard Ls.Angeles, CA with cpies t Latham & Watkins LLP Attentin: Lucinda Stanett with cpies t Recrds Department 3 55 Suth Grand A venue Ls Angeles. CA Recrdatin. As prvided in Gvernment Cde Sectin , this Agreement shall be recrded with the Registrar-Recrder f the Cunty f Ls Angeles within ten (10) days fllwing its executin by all Parties. Prperty Ovvner shall prvide the City Clerk with the fees fr such recrding prir t r at the time f such recrding shuld the City Clerk effectuate recrdatin Cnstructive Ntice and Acceptance. Every persn wh nw r hereafier wns r acquires any right, title, interest in r t any pttin f the Prperty, is and shall be cnclusively deemed t have cnsented and agreed t every prvisin cntained herein, whether r nt any reference t this Agreement is cntained in the instrument by which such persn acquired an interest in the Prperty Successrs and Assignees. The prvisins f this Agreement shall be binding upn and shall inure t the benefit f the Parties, any subsequent wner f all r any prtin f the Prperty and their respective Transferees, successrs, and assignees Severability. If any prvisins, cnditins~ r cvenants f this Agreement, r the applicatin thereft any circumstances f either Party, shall be held invalid r unenfrceable, the remainder f this Agreement r the applicatin f such prvisin, cnditin, r cvenant t persns r circumstances ther than thse as t whm r which it is held invalid r unenfrceable shall nt be affected thereby and shall be valid and enfrceable t the fullest extent permitted by law Time f the Essence. Time is fthe essence fr each prvisin fthis Agreement f which time is an element Waiver. N waiver f any prvisin f this Agreement shall be effective unless in writing and signed by a duly authrized representative f the Party against whm enfrcement f a waiver is sught and refers expressly t this Sectin. N waiver f any right r remedy with respect t any ccurrence r event shall be deemed a waiver f any right r remedy with respect t any ther ccurrence r event N Third Party Beneficiaries. The nly Parties t this Agreement are the City and Prperty Owner and their successrs-in-interest. There are n third party beneficiaries and this Agreement is nt intended, and shall nt be cnstrued t benefit r be enfrceable by any ther persn whatsever. LA\2ll834S.:Z8 37

43 7.18 Entire Agreement. This Agreement sets frth and cntains the entire understanding and agreement f the Parties and there are n ral r written representatins, understandings r ancillary cvenants, undertakings r agreements which are nt cntained r expressly referred t herein and n testimny r evidence f any such representatins, understandings, r cvenants shall be admissible in any prceedings f any kind r nature t interpret r determine the prvisins r cnditins f this Agreement Legal Advice; Neutral Interpretatin; Headings, Table f Cntents. Each Party acknwledges that it has received independent legal advice frm its attrneys with respect t the advisability f executing this Agreement and the meaning f the prvisins heref. The prvisins f this Agreement shall be cnstrued as t their fair meaning, and nt fr r against any Party based upn any attributin t such Party as the surce f the language in questin. The headings and table f cntents used in this Agreement are fr the cnvenience f reference nly and shall nt be used in cnstruing this Agreement Estppel Certificate, At any time, and frm time t time, Prperty Owner may deliver written ntice t City and City may deliver written ntice t Prperty Owner requesting that such Party certify in writing that, t the knwledge f the certifying Party (i) this Agreement is in full frce and effect and a binding bligatin f the Parties, (ii) this Agreen:ient has nt been amended, r if amended, the identity f each amendment, and (iii) the requesting Party is nt in breach f this Agreement; r if in breach, a descriptin f each such breach (an "Estppel Certificate"). The Planning Directr shall be authrized t execute, n behalf f the City, any Estppel Certificate requested by Prperty Owner which cmplies with this Sectin. City acknwledges that an Estppel Ce1tificate may be relied upn by Transferees r successrs in interest t Prperty Ovv:ner wh requested the certificate and by Mrtgagees hlding an interest in the prtin f the Prperty in which that Prperty Owner has a legal interest Cunterparts. This Agreement is executed in duplicate riginals, each f which is deemed t be an riginal: Tbis Agreement, nt cunting the Cver Page and Table f Cntents, cnsists f 40 pages and seven Exhibits which cnstitute the entire understanding and agreement fth,e Parties. LA\

44 CITY OF LOS ANGELES, a municipal crpratin f the State f Califmia APPROVED AS TO FORM: CARMEN A. TRUTANICH, City Attrney By: DATE: Antni Villaraigsa, Mayr By: Laura M. Cadgan, Deputy City Attrney DATE: ATTEST: JUNE LAGMA Y, City Clerk By: DATE: Deputy WESTFIELD APPROVED AS TO FORM: By: Name: Title: By: Name: Title: 39 LA\

45 WEST VALLEY OWNER LLC, a Califrnia limited liability cmpany By: West Valley LP, a Delaware limited partnership, its managing member By: Westfield West Valley GP LLC, a Delaware limited liability cmpany, its general partner By: West Valley Hlding 2 LLC, a Delaware limited liability cmpany, its sle member By: Westfield America Limited Partnership, a Delaware limited partnership, its sle member By: Westfield U.S. Hldings, LLC, a Delaware limited liability cmpany, its general partner By: Name: Title: ERWIN STREET LLC, a Delaware limited liability cmpany By: WEST VALLEY OWNER LLC, a Califrnia limited liability cmpany, its sle member By: West Valley LP, a Delaware limited partnership, its managing member By: Westfield West Valley GP LLC, a Delaware limited 40 LA\2!

46 liability cmpany, its general partner By: West Valley Hlding 2 LLC, a Delaware limited liability cmpany, its sle member By: Westfield America Limited Partnership, a Delaware limited partnership, its sle member By: Westfield U.S. Hldings, LLC, a Delaware limited liability cmpany, its general partner By: Name: Title: 41 LA\

47 LA \

48 Exhibit A: Legal Descriptin f Prperty 6360 TOPANGA CANYON BOULVEARD AND VICTORY BOULEVARD: FR LOT A AND FR LOT B, PM 3 700, BOOK 89, PAGES 33~ OWENSMOUTH AVENUE: LOT 1, TRACT , MAP BOOK 1312, PAGES 3-4 ' ERWIN STREET LOT 2, TRACT 31621, MAP BOOK 856, PAGES ER\VIN STREET: LOT 1, TRACT 31621, MAP BOOK 856 PAGES LA\

49 Exhibit B: Cnditins f Apprval LA\2II8345,28 44

50 Exhibit C: Prject DescJ iptin Westfield, LLC, the prject Applicant, prpses t develp The Village at Westfield Tpanga, a mixed-use develpment n apprximately net acres fland within the Warner Center area f the City f Ls Angeles. The Prject wuld include the develpment f apprximately 444,744 square feet f retail uses, including apprx~mately 278,985 square feet f shpping center uses and an apprximately 165,759 square ft Cstc that include ancillary fd service, tire center, aut sales, and a members-nly autmtive fuel statin with 20 pumps; apprximately 53,635 square feet f restaurant uses; an apprximately 36,765 square ft grcery stre; an apprximately 193,000 square ft, 275-rm htel with grund flr dining and retail uses; apprximately 285,000 square feet f ffice uses; and apprximately 14,250 square feet f cmmunity/cultural uses. The Prject includes an ptin t cnvert apprximately 53,900 square feet f the apprximately 278,985 square feet f shpping center retail space t a 2,200 seat mvie theater. The Prject wuld als include surface parking and multi-level parking facilities prviding apprximately 3j362 parking spaces upn full buildut. As part f the Prject, the existing lw-rise cmmercial buildings n the Prject site wuld be remved, with the exceptin f the Crate & Barrel and ne ffice building in the nmtheastem prtin f the site, which wuld remain. LA\21}

51 ExhibitD: Lcatin f Enhanced Crsswalk Treatments LA\2!

52 ;;:~.:'~.:-}:~1'~:~::;~;~ :.~. :~~i;:,e~~~~~~~t~~--, r- ~ ~~--j T~-~~ ~--, '.--,:;.: f ~-~ hj. l ' { ~~. ~T)t f~l~: ~,. 3- \,,. -: jt:i!1 T~ffi:;;J;;,~~~l,:;~f.~:<; f:'l, ,._,:~: - i~---_ --.. _...:._-. ;. ~ ~--; ' f~- 'i='tpq.sei~'nfi~ncgti:~hi- f if\ :::-.....:!::~~-sr~:swalks -~- ::;:-: n~;.:~ '.'.'-.- _~...:.,:-.::-.:,_l~' --.v.~ ' '. -~!\ :: EXisTING-. TRAFFIC SIGNAL,E_:,~~-='~'lf::C'-;!:~;~~~~1~"~:=--_;~;?-~~~±t~H:~ ~:;:rc! f-1 _-:;~;;:_ t -= b,';~j l irl:------:~. -L s,.-=.J~ --:= --,-- -:--- f' -n+-- i i..!... -::.: 'L_~::~J.: : r ~-- ---~--~---~-~t :i~;,,j :::-:=::.: k : -"j:- - ::'t.: ; -~ ;1~'- ~t:: r.-~ : T~~1 i ''! ~- ~:.~?:;'~ '1-! ~! ~: ~ i ~ ~ 1.h ~[I ff!1.1 ~ l ~!: F _...,..., Prpsed Enhancement f Existing Crsswalks ~ added as public benefit ""'"'"'""'"""' Prpsed Enhancement f New Crs.wa1ks added as a public benefit Mid Bled Traffic Signal

53 Exhibit E: Sustainability Cmmitments <;stc-specific Sustainability Features: Building and Materials The building will include at least 10 percent recycled cntent; The rf will include skylights fr day lighting and/r slar I phtvlt;llc panels; and A "Cl Rf' design will be implemented t reduce the heat island effect. Energy Phtsensrs installed in the skylights thrughut the warehuse autmate the cntrl f HID lighting, minimizing use f artificial lighting; Interir and Exterir High-Intensity Discharge (HID) lighting systems will be used t cntinually increase efficiency, which generate mre light per unit f electric pwer than flurescent and incandescent lamps; Refrigeratin systems will use waste heat t preheat ht water tanks; Night screens will be installed n all pen refrigeratin cases reducing cling lss and energy lads n refrigeratin cmpressrs; Lcalized energy cntrls will be installed in all refrigeratin units, allwing warehuse manager t manage energy requi"rements;_ Air Drs will be installed in Prduce Clers) using air flw t cntain cl air in the interir; Cstc s integrated Energy Management Systems include centralized cntrls and mnitring fr lights, HV AC and Refrigeratin; and Lw flw fixtures will be utilized in restrms, and all hand sinks, meeting LEED defined criteria fr water efficiency f 40%. Reuse and Recycling LA\21!

54 Grease interceptr systems will be installed, allwing the filtering and recycling f grease t be prcessed int bifuel; Organic waste prduced will be sent t wrm farms and cmmercial cmpst facilities, diverting frm landf!lls; All recycled plastics will be cmpsed f % pst-cnsumer recycled plastics. Suppliers will be requested t use n PVC; Crrugated cardbard materials will use apprximately 60% recycled cntent; Specified t vendrs t use brwn craft vs. bleach cardbard, diverts materials frm landfills, saving water, trees, and energy; and Surce separated recycling will be implemented and practiced, and a dedicated area will be maintained fr separating and strage, General Prject Sustainability Features Water Use. The prject shall emply the fllwing water cnservatin features fr the Prject's retail, restaurant, htel, and ffice uses (unless therwise required and t the satisfactinfthe City f Ls Angeles DepartmentfBuilding and Safety): Emply strategies that in aggregate use 30 percent less water than the water use baseline calculated fr the building; Install separated greywater piping fr retail buildings and landscaping; Reduce ptable water cnsumptin fr irrigatin, including by using recycled water fr irrigatin; Install high-efficiency tilets that prvide a maximum 1.28 gallns per flush; Install n-flush r waterless urinals; Install restrm faucets/tilet cntrls f a self-clsing design (i.e., that wuld autmatically turn ff when nt in use); Install pre-rinse, self-clsing spray heads fr restaurant sinks; Use Energy Star-rated dishwashers; Use Energy Star-rated clthes '\\rashers within the htel; l..a\21!

55 Install restrm faucets with a maximum flw rate f 1.5 gallns per minute fr htel, restaurant, and f-fice uses; Install restrm faucets with a maximum flw rate f0.5 gallns per minute fr retail uses; and Pthlbit the use f single-passing cling equipment. Landscaping. The prject shall emply the fllwing sustainable landscaping features:. Weather-based irrigatin cntrls with rain shutff; Matched precipitatin (flw) rates fr sprinkler heads; Minimized use f spray systems in favr f drip, bubblers, rtating sprinkler nzzles, etc; Irrigatin system with minimum distributin unifmlity f 7 5 percent; Prper hydr-zning, turf minimizatin and use f native (at least 10 percent) and drught tlerant plant materials (at least 30 percent); Use f water cnserving pwer spray equipment fr nn-permeable surface cleaning; Flw sensrs and master shutff; Use flandscape cnturing t minimize precipitatin runff; and A separate water meter (r submeter), flw sensr, and master valve shutff shall be installed fr inigated landscape areas ttaling 5,000 square feet and greater, t the satisfactinfthe City f Ls Angeles Department fbuilding and Safety. Energy. The prject shall emply the fllvv'ing energy cnsl'{rvatin features: Enhanced energy cmmissining; Heat reflective rfs; Prvide phtvltaic panels n a minimum f [ 40,000] square feet f rf area The Prject's buildings shall be designed t maximize energy perfrmance, using a cmputer simulatin mdel t identify the mst cst-effective energy efficiency measures; and LA\21!&

56 All tenants shall be prvided with guidelines fr sustalnabie design and cnstructin~ enabling the tenants' imprvements t be designed t ptimize the efficiency f water and energy use. St:rmwater Design. Permeable paving with undergrund water detentin shall be installed in the lcatins shwn in Exhibit F; and Biswale shall be cnstructed alng Victry Bulevard east f Westfield Way as shwn. in Exhibit F. Recycling. Recycle andjr salvage at least 75 percent f nn-hazardus cnstructin and demlitin debris; Use a minimum f 1 0 percent f the ttal materials value n building materials r prducts extracted, harvested, r recvered and manufactured within 500 miles f the prject site; and Use a minimum f 50 percent f wd-based materials and prducts, certified in accrdance with the Frest Stewardship Cuncil"s Principles and Criteria, fr wd building cmpnents including, but nt limited t, structural framing and general dimensinal framing, flring, finishes, and wd drs. Cnnectins t Alternative Transprtatin. Bicycle parking, shwers, and changing areas shall be prvided at the Prject site; The existing bus stps alng Owensmuth Avenue and Victry Bulevard, and the prpsed stp alng Tpanga Canyn Bulevard, shall be.enhanced with pedestrian seating and shade shelters; Electric vehicle charging statins shall be prvided fr altemative fuel vehicles; Preferred parking fr lw emitting and fuel efficient vehicles shall be prvided; and Walking and bicycling t the Prject site will be facilitated thrugh the creatin and maintenance f landscaped linear p~ks alng the Prject's street edges, that include meandering sidewalks and multi-use trails as well as pedestrian amenities such as seating areas, canpies, and lighting. LA\

57 Exhibit F: LA\

58 \_,

59 .~ ~,.1] f~<t. :1.~~(;:~JHEI3 ~.~l'et:(~ f~t0~~a~ ~ ~ UU! Skylight Bi wa!e g~:ri~~'i,u~fthwater Permeable hvlng Shaded Pedestrian Canpy Heat Reflective Rf! : ( ( l:i 1...,!"",_.,. r~ik\,;:;:,--~-,.;-:.: ~ w--- ~ ~ ~ ~. ~ c,.,.. I! j --'! i 0 ~ 1 :.._,_ l 'c I jnj!of ; -...:. t I _,!! j i--1! ij I 'r' j..._i!pl 121 lz! ~~~ J..-~1 i, ; l i(7l! I '. ~, l tij! ~...,, :")-_.;.-=-._:_~ ~-..,_....,.~.. ~ 0 ~ ~-:~-- ' :- ~:_.....: ~...:...~-- ;5 i <..-.. I, l ffi! 1-Jl l '

60 Exhibit G LA\

61 ~~3 Un.,r f'atk ~ a. Cit}' Suckbne Bikeway N:l'twrk ~ 1;2010 Bi<y!e P! n L.ADCP) 'ix ~..n City t-:!si~hbrhcl Sik<;i~way N-ahvrl: (2010 B«yc! Plan LADCP) ~~ Niiw Mutti~Usu Traii I On-'iite Mult~ Use Rute Gatw.ay Elam.ant Access t Site llihu~ 'i'10w<;i- Mu1ti..,.Us:e- Rut-e

62 BJ.n Un r P~ k ~.g. e City Back.bn& Bike\.fay Netwtk ~ (201 0 Sicyde Pin LADCP) m <> <> «Cl!)' Ni~hbrhd a;kewy Netwrl< - (201 0 Jl. cyd" Plah LADCP} Ne--v Multi-U-s:a Tmil/ On-site Mu!ti-U~ Rut& Gateway Element

63 ="' ~~New Mvhi~Use 1"r.ail 1 On--site- Mu!ti-Use Rute Gat.ev :ay El{l:rM::nt Retail Office Access t Site :0ru-u~ BicydeParklng nzn~ Mu!tJ...Use Rute ~,.,. "' c;<y Neighbrhd B\kway Netwrl< ~ (2010 Biyd Pin ladc?j ~ u -e City B:,- kbne- B-ikeway Netw.rk ll1li!llil (201 0 Bkycla Plan ladcp) ~H LinsarPa<k