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c3 2$°tt A This page is part of your document- DO NOT DISCARD A �� °$ 4ti0 20200493527 �' Pages: : -1:41.1.1)--06%1-t 11111111110070 1111111111111 k �! i Recorded/Filed in Official Records k 4..,.t / pr f Recorder's Office, Los Angeles County, • California xx CAt/ * 05/05/20 AT 12:56PM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 SB2: 0.00 PAID: 0.00 A A IIII 11 11 11111111 111111111111 I 1111111111111111111 LEADSHEET 202005052820122 00018176813 III 1111111 II IID I III 010705778 SEQ: 01 DAR - Mail (Intake) III 11111111 lID ll11 III 11 II III liii 1UI III I IIII III III I III 1111111111111111 111111111111 III I I II 1 11111 III - THIS FORM IS NOT TO BE DUPLICATED A E469071 18176813 IlI II I I �l lIll 111 Recorded at request of: ) Batch Number: 10705778 Clerk, City Council ) 1111111II 111111111111111111111 City of Arcadia ) When recorded return to: ) City of Arcadia ) 240 West Huntington Drive ) Arcadia, CA 91066 ) Attention: City Clerk ) ) Exempt from Filing Fees, Government Code Section 6103 DEVELOPMENT AGREEMENT NO. DA 19-01 A DEVELOPMENT AGREEMENT BETWEEN CITY OF ARCADIA and NORTHEAST DEVELOPMENT ENTERPRISES II A CALIFORNIA LIMITED LIABILITY COMPANY 24347.00801\30639162.7 RECORDING REQUESTED BY: City Clerk, City Council City of Arcadia WHEN RECORDED MAIL TO: City of Arcadia 240 West Huntington Drive Arcadia, CA 91006 Attention: City Clerk Exempt from Filing Fees, Government Code Section 6103 DEVELOPMENT AGREEMENT NO. DA 19-01 A DEVELOPMENT AGREEMENT BETWEEN CITY OF ARCADIA NORTHEAST DEVELOPMENT ENTERPRISES II A CALIFORNIA LIMITED LIABILITY COMPANY DEVELOPMENT AGREEMENT NO.DA 19-01 This Development Agreement (hereinafter "Agreement") is dated as of the date it is recorded with the Los Angeles County Recorder, and is entered into by and among the City of Arcadia, a California municipal corporation (hereinafter "CITY"), and Northeast Development Enterprises II, a California Limited Liability Company(hereinafter"OWNER"): RECITALS WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et m. of the Government Code; and WHEREAS,OWNER is in the process of purchasing the Property, as defined in Section 1 below, and has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY to allow for the redevelopment of the Property with a mixed use project consisting of self-storage uses and a multitenant food hall space; and WHEREAS,by electing to enter into this Agreement,CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS,the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair,just and reasonable; and WHEREAS,the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement and City staff has determined that this Project and Agreement and its implementing actions are exempt from environmental review pursuant to the California Environmental Quality Act(Pub.Resources Code, §21000 et seq.)and State CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) section 15303 (Conversion of Small Structures). This exemption applies to conversion of commercial buildings not exceeding 10,000 square feet in floor area from one use to another on sites zoned for such use if not involving the use of significant amounts of hazardous substances where all necessary public services and facilities are available and the surrounding area is not environmentally sensitive. WHEREAS, this Agreement and the Project are consistent with the CITY's General Plan and any Specific Plan applicable thereto; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice,public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and 24347.00801\30639162.7 WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et sec of the Government Code are intended; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.1.1 Agreement. This Development Agreement. 1.1.2 City. The City of Arcadia,a municipal corporation, organized and existing pursuant to the laws of the State of California. 1.1.3 Development. The improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development" does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.4 Development Approvals. All permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to: (a) specific plans and specific plan amendments; (b) tentative and final subdivision and parcel maps; (c) conditional use permits,public use permits and plot plans; (d) zoning; 3 24347 00801\30639162.7 (e) grading and building permits. 1.1.5 Development Exaction. Any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.6 Development Impact Fee. A monetary exaction other than a tax or special assessment,whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park"in lieu" fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals,or fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. The term "Development Impact Fee" expressly includes the Parking Impact Fee and any additional impact, public facilities or impact fee of the CITY as of the Effective Date of this Agreement. 1.1.7 Development Plan.The Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.8 Effective Date. The close of escrow date under the Purchase and Sale Agreement. 1.1.9 Existing Development Approvals. All Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein as Exhibit"C" and all other Approvals which are a matter of public record on the Effective Date. 1.1.10 Existing Land Use Regulations. All Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit"D"and all other Regulations which are a matter of public record on the Effective Date. 1.1.11 Food Hall. 7,000—7,500 gross square feet of multitenant food hall space, inclusive of an outdoor dining and seating area,that is open for business not less than four(4)days and thirty(30)hours per week as further described in Exhibit"B"to this Agreement. 1.1.12 Food Hall Opening. The opening for business of a minimum of 7,000 gross square-feet of multitenant food hall space, inclusive of an outdoor dining and seating area, with operating hours of not less than four(4)days and thirty(30)hours per week. 1.1.13 Land Use Regulations. All ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation 4 24347.00801\30639162.7 or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the property. "Land Use Regulations" does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain. 1.1.14 OWNER. The persons and entities listed as OWNER on page 1 of this Agreement and their successors in interest to all or any part of the Property. 1.1.15 Mortgagee. A mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.16 Parking Impact Fee. A fee in the amount of$200,000 to be paid to the City as a Development Impact Fee for public parking impacts resulting from the Project. 1.1.17 Project. The development of the Property with 7,000 to 7,500 gross square- feet of multitenant food hall space, inclusive of an outdoor dining and seating area, as further described in Exhibit"B" to this Agreement. 1.1.18 Property. The real property described on Exhibit"A" to this Agreement. 1.1.19 Purchase and Sale Agreement. The Real Property Purchase and Sale Agreement and Joint Escrow Instructions (Self-Storage Building/Northeast Development), dated October 16, 2018 and entered into by and between the Successor Agency to the City of Arcadia Redevelopment Agency and OWNER. 1.1.20 Reservations of Authority. The rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement. 1.1.21 Street Parking Restrictions. Time restrictions on public curbside parking of no greater than four(4)continuous hours on weekdays from 9:00AM to 6:00PM for the entirety of Morlan Place, a street in Arcadia adjacent to the Property. 1.1.22 Subsequent Development Approvals. All Development Approvals required subsequent to the Effective Date in connection with development of the Property. 1.1.23 Subsequent Land Use Regulations. Any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 5 24347.00801\30639162 7 1.2 Exhibits. The following documents are attached to, and by this reference made a part of,this Agreement: Exhibit"A"—Legal Description of the Property. Exhibit"B"—Project Description. Exhibit"C"—Existing Development Approvals. Exhibit"D"—Existing Land Use Regulations. Exhibit"E"—Development Impact Fees. 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that, as of the Effective Date, OWNER shall be the owner of the fee simple title to the Property or a portion thereof. In the event that OWNER fails to close escrow on the Property through the Purchase and Sale Agreement, this Agreement shall be null and void. 2.3 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of ten(10) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. 2.4 Assignment. 2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et semc.),to any person,partnership,joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale,transfer or assignment of all or a part of the Property. (b) Concurrent with any such sale, transfer or assignment, or within fifteen(15)business days thereafter,OWNER shall notify CITY, in writing, of such sale,transfer or assignment and shall provide CITY with an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement. 6 24347.00801\30639162.7 Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement.Notwithstanding the failure of any purchaser,transferee or assignee to execute the agreement required by Section 2.4.1(b),the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser,transferee or assignee until and unless such agreement is executed. 2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Section 2.4.1(b). (d) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by OWNER to secure performance of its obligations hereunder. 2.4.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: 2.6.1 Expiration of the stated term of this Agreement as set forth in Section 2.3. 2.6.2 Entry of a final judgment setting aside,voiding or annulling the adoption of the ordinance approving this Agreement. 2.6.3 The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. 2.6.4 Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. 7 24347.00801\30639162.7 2.6.5 Termination of this Agreement based on any default of OWNER and following the termination proceedings required by Section 6.4. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property.Upon the termination of this Agreement,no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to CITY on which construction has not yet begun shall be refunded to OWNER by CITY. 2.7 Notices. 2.7.1 As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 2.7.2 All notices shall be in writing and shall be considered given either: (i)when delivered in person to the recipient named below;or(ii)on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 Attn: City Manager Telephone: (626) 574-5401 Facsimile: (626)446-5729 Copy to: Best, Best&Krieger, LLP 2855 E. Guasti Road, Suite 400 Ontario, CA 91761 Attn: Arcadia City Attorney Telephone: (909) 989-8584 Facsimile: (909) 944-1441 If to OWNER: Northeast Development Enterprises II c/o Peter Lee, Manager 1828 Lincoln Blvd, Unit#B 8 24347.00801\30639162.7 Santa Monica, CA 90404 Telephone: (310) 985-2133 Email: peterintaelee@gmail.com 2.7.3 Either party may,by notice given at any time,require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both.Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement,the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan. 3.2 Effect of Agreement on Land Use Regulations.Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval,CITY shall exercise its discretion in accordance with the Development Plan, and as provided by this Agreement including, but not limited to, the Reservations of Authority. CITY shall accept for processing, review and action all applications for Subsequent Development Approvals, and such applications shall be processed in the normal manner for processing such matters. 3.3 Timing of Development.The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in the Development Plan or the Phasing Plan set forth in Section 3.4. 3.4 Phasing Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan. Notwithstanding the foregoing, the Property shall be developed consistent with the Development Plan which shall provide that the Food Hall component of the Project shall open for business ("Food Hall Opening") not later than 9 24347.00801\30639162.7 thirty(30)months from the Close of Escrow under the Purchase and Sale Agreement entered into by Successor Agency to the Arcadia Redevelopment Agency and OWNER, dated October 16, 2018. OWNER shall demonstrate good faith efforts to enable the Food Hall Opening to occur as reasonably early as possible. In the event that the Food Hall Opening has not occurred within twelve (12) months from Close of Escrow, OWNER shall provide to CITY monthly written updates regarding development status of the Property which can include but not be limited to, progress reports for design, construction, and leasing. The Parties acknowledge that Owner has incentive to open the Food Hall as soon as possible but there are factors,including those described in Section 3.3,that are out of Owner's control. 3.5 Food Hall Continuous Operation. Food Hall shall continuously operate of a minimum of 7,000 gross square-feet of multitenant food hall space, inclusive of an outdoor patio and seating area, for ten (10) years from the date of Food Hall Opening with operating hours of not less than four(4)days and thirty(30)hours per week. 3.6 Street Parking Restrictions. Prior to Food Hall Opening,CITY agrees in good faith to pursue restricting the parking, subject to following all procedural requirements of law. Following the adoption of any parking restrictions,CITY will post and actively enforce,consistent with existing practices and the law, curbside parking restrictions during regular weekday business hours of 9:00 AM to 6:00 PM for the entirety of Morlan Place. These restrictions shall be determined and adjusted at the sole discretion of the CITY,provided however,that they shall allow for no greater than four (4)hours of continuous curbside parking during weekday business hours for the entirety of Morlan Place. The Parties agree the Street Parking Restrictions will remain in effect for ten (10) years from the date of Food Hall Opening provided the Food Hall remains in compliance with the operating hours specified in Sec. 3.5 of this Agreement.Notwithstanding the preceding sentence, Owner agrees and acknowledges that CITY is a public agency and must and does retain its full and unfettered discretion as to future parking restrictions. Prior to making any adjustments to the parking restrictions on Morlan Place, CITY will meet and confer with Owner during the ten (10) year period, provided Owner is in compliance with the operating hours requirements in Section 3.5, prior to adjusting the parking restrictions on Morlan Place. 3.7 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and CITY shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit"C", and may be further changed from time to time as provided in this Section.Unless otherwise required by law,as determined in CITY's reasonable discretion, a change to the Existing Development Approvals shall be deemed "minor" and not require an amendment to this Agreement provided such change does not: 3.7.1 Alter the permitted uses of the Property as a whole; or, 3.7.2 Increase the density or intensity of use of the Property as a whole; or, 10 24347.00801\30639162.7 3.7.3 Increase the maximum height and size of permitted buildings; or, 3.7.4 Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or, 3.7.5 Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. 3.8 Reservations of Authority. 3.8.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property. (a) Processing fees and charges of every kind and nature imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. Procedural regulations relating to hearing bodies, petitions, applications, notices, findings,records,hearings, reports,recommendations, appeals and any other matter of procedure. (b) Regulations governing construction standards and specifications including, without limitation, the CITY's Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code. (c) Regulations imposing Development Exactions; provided, however, that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development, either throughout the CITY or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4 of this Agreement, CITY shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes. (d) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (e) Regulations which are not in conflict with the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property. 11 24347.00801\30639162.7 (f) Regulations which are in conflict with the Development Plan provided OWNER has given written consent to the application of such regulations to development of the Property. 3.8.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan. 3.8.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations,provided,however,that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.8.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited.This Agreement shall be construed, contrary to its stated terms if necessary,to reserve to CITY all such power and authority which cannot be restricted by contract. 3.9 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion,and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements as would be applicable to CITY or such other public agency should it have undertaken such construction. 3.10 Provision of Real Property Interests by CITY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER, OWNER shall at its sole cost and expense provide or cause to be provided,the real property interests necessary for the construction of such public improvements. In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the real property interests necessary for the construction of such public improvements, and if so instructed by OWNER and upon OWNER'S provision of adequate security for costs CITY may reasonably incur,CITY shall negotiate the purchase of the necessary real property interests to allow OWNER to construct the public improvements as required by this Agreement and, if necessary, in accordance with the procedures established by law,use its power of eminent domain to acquire such required real property interests. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions 12 24347.00801\30639162.7 imposed by the CITY upon the development of the Project under the Subdivision Map Act or other legal authority. 3.11 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the development of the Property separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 3.12 Utilities. The Project shall be connected to all utilities necessary to provide adequate water,sewer,gas,electric,and other utility service to the Project. OWNER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. 3.13 Owner Attendance at City Meetings. OWNER agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend meetings of the City governing body, when requested to do so by City. 3.14 PREVAILING WAGES 3.14.1 PUBLIC FUNDS: OWNER AND CITY ACKNOWLEDGE AND AGREE THAT IT IS THE PARTIES INTENT THAT THE DEVELOPMENT PROJECT SHALL BE FINANCED ENTIRELY BY THE OWNER AND THAT NO PUBLIC FUNDS OR IN-KIND INCENTIVES SHALL BE PROVIDED. 3.14.2 RESPONSIBILITY. OWNER AGREES WITH CITY THAT OWNER SHALL ASSUME ANY AND ALL RESPONSIBILITY AND BE SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT LABORERS EMPLOYED RELATIVE TO THE CONSTRUCTION OF THE PROJECT MUST BE PAID THE PREVAILING PER DIEM WAGE RATE FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE, PURSUANT TO LABOR CODE SECTIONS 1720 ET SEQ., OR PURSUANT TO APPLICABLE FEDERAL LAW. 3.14.3 WAIVERS AND RELEASES. OWNER,ON BEHALF OF ITSELF, ITS SUCCESSORS AND ASSIGNS, WAIVES AND RELEASES CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO STATE LABOR CODE SECTION 1781 OR OTHER STATE OR FEDERAL LAW REGARDING PAYMENT OF MINIMUM OR PREVAILING WAGE AMOUNTS. RELATIVE TO THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 3.14.2 OWNER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542,WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 13 24347.00801\30639162.7 3.14.4 INITIALS. BY INITIALING BELOW, OWNER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES CONTAINED IN SECTION 3.14.2: Initials of Authorized OWNER Representative 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. 4.2 Development Impact Fees. 4.2.1 Time of Payment. All Development Impact Fees, including the Parking Impact Fee, shall be paid to CITY prior to the issuance of building permits. 5. REVIEW FOR COMPLIANCE. 5.1 Periodic Review. The Planning Director shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of the Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the Planning Director,within 30 days after written notice from the Planning Director. 5.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The Planning Director shall conduct such special reviews. 5.3 Procedure. 5.3.1 During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on OWNER. 5.3.2 Upon completion of a periodic review or a special review, the Planning Director shall submit a report to the City Council setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. 5.3.3 If the City Council finds on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. 14 24347.00801\30639162.7 5.3.4 If the City Council makes a preliminary finding that OWNER has not complied in good faith with the terms and conditions of this Agreement, the Council may modify or terminate this Agreement as provided in Section 5.4 and Section 5.5. Notice of default as provided under Section 6 of this Agreement shall be given to OWNER prior to or concurrent with, proceedings under Section 5.4 and Section 5.5. 5.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 5.3, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written and e-mail notice to OWNER of its intention so to do. The notice shall be given at least ten(10)calendar days prior to the scheduled hearing and shall contain: 5.4.1 The time and place of the hearing; 5.4.2 A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and, 5.4.3 Such other information as is reasonably necessary to inform OWNER of the nature of the proceeding. 5.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination,OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council fmds, based upon substantial evidence,that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure. 5.6 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, CITY shall,upon request by OWNER, issue a Certificate of Agreement Compliance ("Certificate") to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the Planning Director and City Council that(1)this Agreement remains in effect and(2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review,but was concealed from or otherwise not known to the Planning Director or City Council. 6. DEFAULT AND REMEDIES. 15 24347.00801\30639162.7 6.1 Remedies in General. It is acknowledged by the Parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement,or with respect to this Agreement or the application thereof. In general,each of the Parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER,or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages: 6.1.1 For any breach of this Agreement or for any cause of action which arises out of this Agreement; or 6.1.2 For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or 6.1.3 Arising out of or connected with any dispute,controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 6.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: 6.2.1 Money damages are unavailable against CITY as provided in Section 6.1. 6.2.2 Due to the size, nature and/or scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun.After such implementation,OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof.OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 6.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 5.5, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown,present or future, including,but not limited to, any claim or liability,based or asserted, pursuant to Article I,Section 19 of the California Constitution,the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage,whatsoever,upon the CITY because it entered into this Agreement or because of the terms of this Agreement. 6.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Section 5.5,CITY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "Default"); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only 16 24347.00801\30639162.7 after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 6.4.1 Failure to Open Food Hall Default. As provided in Section 3.4 of this Agreement, Food Hall Opening shall occur within thirty (30) months of Close of Escrow under the Purchase and Sale Agreement between the OWNER and the Successor Agency to the Arcadia Redevelopment Agency.Failure to open the Food Hall within the aforementioned time frame shall be Default under this Agreement. If such Default occurs CITY shall be entitled to collect liquidated damages from the OWNER in the amount of three hundred dollars ($300) for each day the Food Hall is not open. 6.4.2 Failure to Continuously Operate Food Hall Default. As provided in Section 3.5 of this Agreement, Food Hall shall operate no less than four(4) days and thirty(30)hours per week for a minimum of ten (10) years from the date of Food Hall Opening. Failure to comply with the aforementioned time frames shall be Default under this Agreement. If such Default occurs CITY shall not be required to continue posting Street Parking Restrictions and OWNER shall be prohibited from using the ground floor of the building for any non-Food Hall uses other than a small, 400 square foot or less self-storage leasing office until such time that the Development Agreement is modified by mutual consent of the CITY and the OWNER. 6.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time,has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 7. THIRD PARTY LITIGATION. 7.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its General Plan, and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY's determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law. 17 24347.00801\30639162.7 7.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement.CITY shall promptly notify OWNER of any such claim,action or proceeding,and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding. 7.3 Indemnity. In addition to the provisions of Sections 7.2 and 7.4, and any other indemnity provided for herein„ OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever,based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER's employees included)or any other element of damage of any kind or nature,relating to or in any way connected with or arising from the activities contemplated hereunder,including,but not limited to,the study, design,engineering,construction,completion,failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys' fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action. 7.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal,state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys' fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action. 7.5 Reservation of Rights.With respect to Sections 7.2,7.3,and 7.4,CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor. 7.6 Survival. The provisions of this Section 7 shall survive the termination of this Agreement. 8. MORTGAGEE PROTECTION. 18 24347.00801\30639162.7 The Parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: 8.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid,diminish or impair the lien of any mortgage on the Property made in good faith and for value,unless otherwise required by law. 8.2 The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER's obligations under this Agreement. 8.3 If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement,CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right,but not the obligation,to cure the default during the remaining cure period allowed such party under this Agreement. 8.4 Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER's obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY ,the performance thereof shall continue to be a condition precedent to CITY's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement. 9. MISCELLANEOUS PROVISIONS. 9.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. 9.2 Entire Agreement.This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall 19 24347.00801\30639162.7 be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.3 Severability. If any term,provision, covenant or condition of this Agreement shall be determined invalid,void or unenforceable,the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.Notwithstanding the foregoing,the provision of the Public Benefits set forth in Section 4 of this Agreement,including the payment of the fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid,void or unenforceable,this entire Agreement shall be null and void and of no force and effect whatsoever. 9.4 No Discrimination or Segregation. OWNER covenants by and for itself, himself or herself, its, his or her heirs, executors, administrators, and assigns, and all Persons claiming under or through it, him or her, and this Agreement is made and accepted upon and subject to the following conditions: 9.4.1 Standards. That there shall be no discrimination against or segregation of any Person or group of Persons, on account of any basis listed in subdivision(a)or(d) of Section 12955 of the Government Code,as those bases are defined in Sections 12926, 12926.1,subdivision (m)and paragraph(1)of subdivision(p)of Section 12955,and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property nor shall the OWNER, itself, himself or herself, or any Person claiming under or through it, him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, subtenants, sublessees, or vendees in the Property. 9.4.2 Covenant Running With Land. The provisions of this Section 9.4 shall be a covenant running with the land of the Property and binding on all successive owners and users of the Property. 9.5 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 9.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 Singular and Plural. As used herein, the singular of any word includes the plural. 9.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one OWNER, all obligations of such 20 24347.00801\30639162.7 OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the default of all such OWNERS.Notwithstanding the foregoing,no OWNER of a single lot which has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4. 9.9 Time of Essence. Time is of the essence in the performance of.the provisions of this Agreement as to which time is an element. 9.10 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party,or the failure by a party to exercise its rights upon the default of the other party,shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 9.11 No Third Party Beneficiaries.This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 9.12 Force Majeure.Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God,fires,wars,riots or similar hostilities,strikes and other labor difficulties beyond the party's control, (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five(5) years. 9.13 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 9.14 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a)is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 9.15 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 9.16 Jurisdiction and Venue.Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity 21 24347.00801\30639162.7 of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of law providing for the filing,removal or change of venue to any other court. 9.17 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development,that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership,joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property. 9.18 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 9.19 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 9.20 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director,upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses,as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served,submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters,20 U.S.T. 361,T.I.A.S.No. 6638). 9.21 Authority to Execute.The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation,partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. [signatures on following page] 22 24347.00801\30639162.7 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT NO. DA 19-01 IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. CITY OWNER CITY OF ARCADIA, a California municipal NORTHEAST DEVELOPMENT corporation ENTERPRISES k alifo is limited liability compa Dominic Lazzaretto b By: 7I rE-rZ City Manager jM M /j Al 4 (7)Its: !�v c Fee— Dated 2�202-b v Dated: 749-11\-J 2 Z� ATTEST: By: ��j L ,51 t1 City Clerk APPROVED AS TO FORM By: acdtc'1,= 2. 4•°1 -6", Stephen P. Deitsch City Attorney 23 24347.00801\30639162.7 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy,or validity of that document. State of California County of LOs Amyl e s 1 , On March 214 47 2202_0 before me, 1-trl '4 194Aez c , Notify PUhilC (Insert name and title of the Officer) personally appeared ,n t C, Linn to f-ra who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) is/a. a subscribed to the within instrument and acknowledged to me that he/slxe/t4ey executed the same in his/he/their authorized capacity(iEs), and that by his/hey/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. LINDA RODRIGUEZ Notary Public-California WITNESS my hand and official seal. Los Angeles County z4yr% Commission 0 2212889 M E ires Oct 4,2021 Signature (5? 2_ (Seal) �_ ___ _ _�_Comm_ _._"�__ ____ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of LOS Ange le 2 On "30nuGtCy 22, Zo20 before me,`—inf\CA C0 1Iuez , -arfy puhlic (Insert name and title of the Officer) personally appeared Pok-e ' 1,1*0,f, Lem who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. otarNDA •ODRIcuE . ,�, y Pubh. -Calrfom z os Angeles aunty SignatureAQ (Seal) tiW � Cofission r !12889 Comm` Jokes Oc , 2021 LINDA RODRIGUEZ - �� Notary Public -California N los Angeles County g z ,,z ' Commission#2212889 ' _ Mj Comm. Expires Oct 4,20214 EXHIBIT A TO DEVELOPMENT AGREEMENT 19-01 Property Legal Description PARCEL 1: THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST,FROM THE SOUTHEAST CORNER OF SAID LOT 3;THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO.L 3768,AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21,1956 AS INSTRUMENT NO. 1442,OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PRO LONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY OF ROAD PURPOSES BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768;THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9,A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF BEGINNING. 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"1...,, ,... . ._.:., _ mIt,, %: -• t'� 9. �TJ q I, .[_____.I -_ Q U u_ w ce• 1 4 t 1 1.'-!' NLy:, 1 z . I€'to- € rt 't OEM viilla MIIIM \SS\\\ t\ rss 11 tumors 11:1 CAOIN7P' 4,e tit i w ts BEIM \i 0 vt Nom= N T t. \'I .•: "-;:7 ',',1 .1, 45',:.:',L;•'.:'' \11,:r v- . l� I e� 1 \ I _ y� 1v i \ , 3��a1 ?I'1 , ifF` O t . 77j I —rill Li z Uhl A! ■ III11111■ o EXHIBIT "C" TO DEVELOPMENT AGREEMENT 19-01 (Existing Development Approvals) [To be attached following this cover page] ADOPTED RESOLUTION NO. 7276 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, APPROVING MINOR USE PERMIT NO. MUP 18-06, ARCHITECTURAL DESIGN REVIEW NO. ADR 18-19, AND PLANNING COMMISSION ADMINISTRATIVE MODIFICATION NO. PC AM 18-02, WITH A CATEGORICAL EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ("CEQA"), TO CONVERT 5,849 SQUARE FEET OF AN EXISTING 38,761 SQUARE FOOT, SELF- STORAGE BUILDING INTO A MULTITENANT FOOD HALL WITH A 1,326 SQUARE FOOT INCIDENTAL OUTDOOR DINING AND SEATING AREA AT 33-35 W. HUNTINGTON DRIVE WHEREAS, on November 15, 2018, an application was submitted for Minor Use Permit No. MUP 18-06, Architectural Design Review No. ADR 18-19, Planning Commission Administrative Modification No. PC AM 18-02, and Development Agreement No. DA 19-01 to convert a portion of the existing 38,761 square foot, self-storage building into a multitenant food hall and add an incidental outdoor dining area at the rear of the building at 33-35 W. Huntington Drive (the ''Project"); and WHEREAS, on June 3, 2019, Planning Services completed an environmental assessment for the Project in accordance with the California Environmental Quality Act ("CEQA"), and on September 10, 2019, Planning Services updated the environmental assessment based on changes to the Project and recommends that the City Council determine that the Project qualifies as a Class 3 Categorical Exemption under CEQA pursuant to Section 15303 of the CEQA Guidelines as a conversion of small structures; and WHEREAS, on July 9, 2019, a duly noticed public hearing was held before the Planning Commission on said applications to provide their recommendations and comments to the City Council, at which time all interested persons were given full opportunity to be heard and to present evidence; and 1 WHEREAS, on October 1, 2019, a duly noticed public hearing was held before the City Council on said applications, at which time all interested persons were given full opportunity to be heard and to present evidence. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, HEREBY RESOLVES AS FOLLOWS: SECTION 1. The factual data submitted by the Development Services Department in the staff report dated October 1, 2019 are true and correct. SECTION 2. The City Council finds that based upon the entire record, including all written and oral evidence presented, pursuant to the Arcadia Development Code. all of the following findings can be made. Minor Use Permit Findings: 1. The proposed use is consistent with the General Plan and any applicable specific plan. Facts to Support This Finding: The proposed food hall use with late night operating hours and an incidental outdoor dining area with greater than 12 seats is consistent with the Commercial Land Use Designation of the site, and the General Plan's Downtown Arcadia Land Use Focus Area, including the following goals and policies: Goal LU-10: A thriving Downtown, with healthy commercial areas supported by high-quality, residential uses and supportive of the Metro Gold Line transit station. • Policy LU-10.2: Promote the Metro Gold Line Extension and establishment of a transit station in Downtown Arcadia, and take full advantage of the opportunities the Gold Line station will bring to Downtown and the City as a whole. 2 • Policy LU-10.4: Establish commercial uses that complement the vision of the Downtown core with opportunities for more intense, quality development at key intersections that are unique from the regional offerings at the regional mall. • Policy LU-10.10: Establish a "park once" system in Downtown with a collection of shared surface and parking structures. • Policy LU-10.14: Create a high-quality pedestrian experience in Downtown through the use of street trees, public art, street furniture, and public gathering spaces. Using signage, art, and unique uses, entice and encourage people to walk and explore the commercial core of Downtown. Goal ED-2: Re-creation of Downtown as the social and symbolic"Heart of the City". • Policy ED-2.3: Adjust parking standards for Downtown to allow for shared parking arrangements, use of public parking lots and structures, and reduced parking requirements. • Policy ED-3.2: Promote the commercial reuse of key vacant commercial properties within the City through a program of active solicitation of prospective users, particularly in those retail sectors for which the City is underserved and currently experiencing leakage of sales tax dollars, and through the provision of appropriate development incentives. Goal ED-4: Continued revitalization of public infrastructure and private properties within the redevelopment project area • Policy ED-4.7: Adjust development standards as needed to ensure that parking and zoning regulations enhance redevelopment opportunities and do not preclude project feasibility. 3 2. The proposed uses are allowed within the applicable zone, subject to the granting of a Minor Use Permit, and complies with all other applicable provisions of the Development Code and the Municipal Code. Facts to Support This Finding: The site is zoned CBD, Central Business District. Per Arcadia Development Code Section 9102.05.020, Table 2-10, the proposed food hall (small restaurants)with alcoholic beverage service and located greater than 300 feet from any residentially zoned properties is permitted by-right. A Minor Use Permit is required to approve the late night operating hours on Friday and Saturday nights and the incidental outdoor dining area with more than 12 seats. The late night operating hours and incidental outdoor dining area will comply with all applicable code provisions and requirements. As a condition of approval, the food hall will be required to have private security personnel monitor the rear parking lot and outdoor dining area during evening and late night hours. With approval of the proposed Administrative Modification for reduced on-site parking, the proposed uses comply with all applicable provisions of the Development Code and the Arcadia Municipal Code. 3. The design, location, size, and operating characteristics of the proposed activity will be compatible with the existing and future land uses in the vicinity. Facts to Support This Finding: The Food Hall with late night operating hours and an incidental outdoor seating area with more than 12 seats is a commercial use consistent with the CBD, Central Business District zoning of the property and is consistent with the General Plan goals and policies for the Downtown Arcadia District. All operating characteristics will be compatible with existing and future land uses in the vicinity. As a condition of approval, the food hall will be required to have private security personnel monitor the rear parking lot and outdoor dining area during evening hours. A parking 4 analysis and traffic analysis were conducted for the project by Gibson Transportation Consulting Inc. to evaluate the estimated parking and traffic demands of the proposed uses and project. The traffic analysis finds no significant impacts resulting from the project. With the parking measures included with this proposal in the Arcadia Commons Parking Management Plan, there will be adequate parking resources for the subject property and existing and future land uses in the vicinity 4. The site is physically suitable in terms of: a. Its design, location, shape, size, and operating characteristics of the proposed use in order to accommodate the use, and all fences, landscaping, loading, parking, spaces, walls, yards, and other features required to adjust the use with the land and uses in the neighborhood; Facts to Support This Finding: The proposed food hall use includes parking measures to ensure adequate parking resources for the subject property and those in the immediate vicinity, including the late night operating hours and incidental outdoor dining area with greater than 12 seats. A parking analysis and traffic analysis were conducted for the project by Gibson Transportation Consulting Inc. to evaluate the estimated parking and traffic demand of the uses and project. The traffic analysis finds no significant impacts resulting from the project. With the parking measures included with this proposal in the Arcadia Commons Parking Management Plan, there will be adequate parking resources for the subject property and existing and future land uses in the vicinity. The site and existing commercial building is physically suitable per design, location, shape, size, and operating characteristics to accommodate the proposed adaptive reuse project. b. Streets and highways adequate in width and pavement type to accommodate public and emergency vehicle (e.g., fire and medical) access. 5 Facts to Support This Finding: This is a midblock property with frontages on Huntington Drive to the south and Morlan Place to the north. Both streets are designated and designed with the capacity to accommodate both public and emergency vehicles. These streets are adequate in width and pavement type to carry the traffic that could be generated by the amended commercial uses. A traffic analysis was conducted for the project by Gibson Transportation Consulting Inc. to evaluate the estimated traffic demand of the uses and project. The traffic analysis finds no significant impacts resulting from the project. c. Public protection services (e.g., fire protection, police protection, etc.). Facts to Support This Finding: The subject property is currently developed with a commercial building that complies with all safety requirements. The proposed adaptive reuse project will require extensive interior tenant improvements as well as minor facade improvements. The required construction and the operation of the building will comply with all public safety requirements needed to convert a portion of this building into a multitenant Food Hall. The City's Fire and Police Departments have reviewed the proposal, including the late night operating hours and incidental outdoor dining area with greater than 12 seats, and have no objection to the project as there are adequate services in place to handle the anticipated needs of this project. d. The provision of utilities (e.g., potable water, schools, solid waste collection and disposal, storm drainage, wastewater collection, treatment, and disposal, etc.). Facts to Support This Finding: The subject property currently includes water, solid waste collection and disposal, and other utilities. The proposed project will update existing on-site infrastructure to accommodate food and beverage uses, and will include the addition of a new covered trash and recycling enclosure at the north-end of the parking 6 lot. There are adequate utilities to service the new project and no additional impact to utilities from the proposed amendment. 5. The measure of site suitability shall be required to ensure that the type, density, and intensity of use being proposed will not adversely affect the public convenience, health, interest, safety, or general welfare, constitute a nuisance, or be materially injurious to the improvements, persons, property, or uses in the vicinity and zone in which the property is located. Facts to Support This Finding: As a commercial use allowed in the CBD Zone, the proposed food hall with late night operating hours and an incidental outdoor dining area with greater than 12 seats is consistent with the character of the commercial district. The size and operating characteristics of the food hall are complementary and compatible with the uses and improvements in the vicinity. As a condition of approval, the food hall will be required to provide private security personnel to monitor the parking lot and outdoor dining area during evening hours. With the proposed parking measures, the site is able to accommodate the food hall use without being injurious to the improvements, persons, property, or uses in the vicinity and zone in which the subject property is located. The proposal is also consistent with the General Plan designation of the site and the goals and policies of the Downtown Arcadia General Plan Land Use Focus Area. With the parking measures included with this proposal in the Arcadia Commons Parking Management Plan, there will be adequate parking resources for the subject property and existing and future land uses in the vicinity. 7 Administrative Modification Findings: 6. An Administrative Modification allowing 20 on-site parking spaces in lieu of 54 spaces required by the Arcadia Development Code satisfies at least one of the following findings: a. Promotes uniformity of development; b. Prevents an unreasonable hardship; or c. Secures an appropriate improvement of a parcel Facts to Support This Finding: Based on Gibson Transportation Consulting Inc.'s parking analysis and recommendations, the Arcadia Commons Parking Management Plan has been prepared for the project that addresses potential parking deficiencies and impacts to the area. The Parking Management Plan includes items that will increase the efficient use of the on-site parking lot, increase the total number of public parking spaces in the vicinity of the site, and with time-limits make use of the public parking spaces more efficient, as well as other operational conditions of the proposed Food Hall use that address potential impacts to surrounding properties and public right-of-ways. The implementation of the specific measures in the Parking Management Plan are required as part of the Development Agreement and/or in the project's conditions of approval. Due to the subject property's location on Huntington Drive, one of the City's main commercial thoroughfares, and in the Downtown Arcadia commercial district, the proposed food hall is a much more appropriate use of the site as opposed to continuation as a light industrial use. Consistent with the City's General Plan goals and policies for the Downtown Arcadia commercial district, the proposed adaptive reuse project utilizes shared parking strategies, public parking resources, and other measures outlined in the Parking Management Plan to facilitate adaptive reuse of the existing building and parcel with a more appropriate use 8 for the site and the surrounding commercial district. Based on the above, the proposed Administrative Modification will secure an appropriate improvement of this parcel. 7. The proposed exterior changes to the building meet each of the following requirements for approval of an Architectural Design Review Application: a. Be allowed within the subject zone; b. Be in compliance with all of the applicable design review criteria identified in the Development Code; c. Be in keeping with the character of the neighborhood, in terms of the structure(s) general appearance; and d. Not be detrimental to the harmonious and orderly growth of the City. Facts to Support This Finding: The proposed exterior changes to the building consist of new storefront glass along the Huntington Drive frontage and at the rear of the building, a new exterior patio at the rear of the building, and cosmetic changes to the exterior walls of the building. Elevations and renderings have been provided with the project application showing the proposed exterior changes. The proposed project is allowed within the CBD Zone. The proposed changes are in compliance with the design review criteria identified in the City's Architectural Design Guidelines and Development Code. The existing storefront has been dormant and unproductive for many years, and the new design and aesthetic will assist in making this a useful commercial space. The proposed design changes are also in keeping with the character of the neighborhood, and will not be detrimental to the harmonious and orderly growth of the City.The proposed design meets the prerequisite findings for approval of Architectural Design Review No. ADR 18-19. 9 SECTION 3. For the foregoing reasons the City Council of the City of Arcadia determines that the Project is Categorically Exempt per Class 3, Section 15303 of the California Environmental Quality Act ("CEQA") Guidelines, and approves Minor Use Permit No. MUP 18-06, Architectural Design Review No. ADR 18-19, and Planning Commission Administrative Modification No. PC AM 18-02 to convert 5,849 square feet of the existing 38,761 square foot, self-storage building into a multitenant food hall with a 1,326 square foot incidental outdoor dining and seating area at the rear of the building at 33-35 W. Huntington Drive, subject to the conditions of approval attached hereto. SECTION 4. This Resolution shall take effect upon the adoption of Ordinance No. 2 364 SECTION 5. The City Clerk shall certify to the adoption of this Resolution. Passed, approved and adopted this 1st day of October , 2019 /s/April A. Verlato Mayor of City of Arcadia ATTEST: /s/ Gene Glasco City Clerk APPROVED AS TO FORM: fill Stephen P. Deitsch City Attorney 10 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF ARCADIA ) I, GENE GLASCO, City Clerk of the City of Arcadia, hereby certifies that the foregoing Resolution No. 7276 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 1st day of October, 2019 and that said Resolution was adopted by the following vote, to wit: AYES: Amundson, Beck, Tay, and Chandler NOES: None ABSENT: None ABSTAIN: Verlato /s/ Gene Glasco City Clerk of the City of Arcadia 11 RESOLUTION NO. 7276 Conditions of Approval 1. The use approved is limited to a 5,849 square foot multitenant food hall on the ground floor consisting of small restaurant uses/food vendors, the sale of beer, wine, and alcoholic beverages for on-site consumption, late night operating hours, and a 1,326 square foot outdoor seating area with seating for up to 60 patrons. The approved use shall be operated and maintained in a manner that is consistent with the proposal and plans submitted and approved by Minor Use Permit No. MUP 18-06. City Staff shall conduct periodic inspections, after which the provisions of this Minor Use Permit, including the late night operating hours and/or number of seats in the outdoor dining area, may be adjusted after due notice to address any potential impacts it may have to the neighboring properties/businesses. Any adjustments can be made by the Planning & Community Development Administrator. The remainder of the building shall continue to be used as self- storage. 2. The Food Hall operating hours shall not exceed Sunday—Thursday from 6:00 AM to 12:00 AM (midnight), and Friday & Saturday from 6:00 AM to 2:00 AM. 3. The food hall operator shall be required to lease a minimum of 10 off-site private parking spaces at the adjacent Elks Lodge property at 27 W. Huntington Drive, or another property within 'A-mile of the subject site, for use by employees and operators of the food hall and self-storage businesses, and then adjusted at the discretion of the Planning & Community Development Administrator, or designee, as determined to be needed to provide adequate parking for employees. 4. During the self-storage business' operating hours, portable signage shall be used to label "self-storage loading/unloading only" for the two closest non-ADA parking spaces to the building. This signage shall be removed or obscured from public view during all hours that the self-storage business is closed. Additionally, the width of these two parking spaces shall be increased on the final construction drawings as determined to be feasible during plan-check review with the specific width of these two spaces subject to approval of the Development Services Department. 5. Prior to opening 50% or more of the food hall vendor spaces, the food hall operator shall be required to begin providing security personnel to monitor parking and security in the subject parking lot, outdoor dining area, and adjacent private parking lots during specified evening and late night hours. Security personnel shall initially be on-duty daily beginning at 11:00 AM and extending until 30 minutes after close of the food hall, and then adjusted at the discretion of the Planning & Community Development Administrator, or designee, as determined to be needed to adequately monitor and enforce parking and public safety. 12 6. The Applicant shall enter into a no-fee lease agreement to allow the City of Arcadia to maintain its existing traffic-related mechanical equipment on the rooftop of the building. This agreement shall be executed within 120 days of approval of the proposed project. 7. Additional exterior lighting shall be added to the rear of the building and/or in the rear parking lot to better illuminate the on-site parking during evening hours. Details of the additional exterior lighting shall be submitted concurrently with building permit plans for city review and permit issuance, and subject to city design criteria, building and safety regulations, and other applicable requirements. 8. Prior to issuance of the first building permit for the new food hall, the Applicant shall grant a nonexclusive easement for vehicular access at the northwest corner of the Subject Property for the benefit of the adjacent property to the west (Rod's Grill), consistent with the existing de facto vehicular connection. Such grant of easement shall be subject to the approval of the City Attorney prior to recordation. In the event the Applicant is prevented from granting or perfecting the vehicular access easement, the Applicant shall nonetheless continue to maintain the de facto vehicular connection at the northwest corner of the property. 9. Prior to issuance of a Certificate of Occupancy from the Building Division, the Applicant/Property Owner shall upgrade the existing trash and recyclables enclosure in compliance with Development Code Section 9103.01.130, subject to review and approval by the Planning & Community Development Administrator, or designee. The enclosure shall provide adequate room for a trash container, a recycling container, and a 64-gallon organic recycling cart. 10.All City requirements regarding disabled access and facilities, occupancy limits, building safety, health code compliance, emergency equipment, environmental regulation compliance, and parking and site design shall be complied with by the Property Owner/Applicant to the satisfaction of the Building Official, City Engineer, Planning & Community Development Administrator, Fire Marshal, and Public Works Services Director, or their respective designees, including but not limited to those listed on the Public Works Services Department, Building Division, and Fire Department review memorandums for this project and/or as otherwise amended during plan-check review. The changes to the existing facility are subject to building permits after having fully detailed plans submitted for plan check review and approval by the aforementioned City officials. 11.Noncompliance with the plans, provisions and conditions of approval for DA 19- 01, MUP 18-06, PC AM 18-02, and/or ADR 18-19 shall be grounds for immediate suspension or revocation of any approvals, which could result in the closing of the food hall. 12.The Applicant shall defend, indemnify, and hold harmless the City of Arcadia and its officials, officers, employees, and agents from and against any claim, action, or proceeding against the City of Arcadia, its officials, officers, employees or agents to attack, set aside, void, or annul any approval or conditional approval of the City 13 of Arcadia concerning this project and/or land use decision, including but not limited to any approval or conditional approval of the City Council, Planning Commission, or City Staff, which action is brought within the time period provided for in Government Code Section 66499.37 or other provision of law applicable to this project or decision. The City shall promptly notify the applicant of any claim, action, or proceeding concerning the project and/or land use decision and the City shall cooperate fully in the defense of the matter. The City reserves the right, at its own option, to choose its own attorney to represent the City, its officials, officers, employees, and agents in the defense of the matter. 13.Approval of MUP 18-06, PC AM 18-02, and ADR 18-19 shall not be of effect until Development Agreement No. DA 19-01 has also been approved and fully executed. Additionally, on or before 60 calendar days after City Council adoption of Resolution No. 7276, the Applicant/Property Owner shall also execute and file an Acceptance Form with the Development Services Department to indicate awareness and acceptance of these project conditions of approval. 14. The Applicant shall provide a ridesharing drop-off location serving the site. 14 EXHIBIT "D" TO DEVELOPMENT AGREEMENT 19-01 (Existing Land Use Regulations) [To be attached following this cover page] iti Downtown Zones ARCADIA Downtown Mixed Use,Mixed Use,Central Business District,and Commercial-Manufacturing Zones Subsections: 9102.05.010 Purpose and Intent 9102.05.020 Land Use Regulations and Allowable Uses in Downtown Zones 9102.05.030 Development Standards in Downtown Zones 9102.05.040 Additional Development Standards in Downtown Zones 9102.05.050 Mixed-Use Lot Consolidation Incentive Program 9102.05.060 Site Plan and Design Review 9102.05.070 Other Applicable Regulations 9102.05.010 Purpose and Intent The purposes of the Downtown zones are to: 1. Promote mixed use residential,retail,and office development at locations that will support transit use;and 2. Promote commercial and mixed-use development that will foster and enhance surrounding residential neighborhoods by improving access to a greater range of facilities and services. A. CBD Commercial Business District Zone. The Commercial Business District zone is intended to promote a strong pedestrian- oriented environment and to serve community and regional needs for retail and service uses, professional offices,restaurants, public uses, and other similar and compatible uses. Residential uses are permitted above ground floor commercial or adjacent to a commercial development. Both uses must be located on the same lot or on the same project site.This zone implements the General Plan Commercial designation. B. MU Mixed Use Zone. The Mixed Use zone is intended to provide opportunities for commercial and residential mixed-use development that takes advantage of easy access to transit and proximity to employment centers, and encourages pedestrian activity. A wide range of integrated commercial and residential uses are appropriate. Residential uses are permitted above ground floor commercial or adjacent to a commercial development. Both uses must be located on the same lot or on the same project site, and exclusive residential structures are not allowed.This zone implements the General Plan Mixed Use designation. C. DMU Downtown Mixed Use Zone.The Downtown Mixed Use zone is intended to provide opportunities for complementary service and retail commercial businesses, professional offices, and residential uses located within the City's downtown. A wide range of commercial and residential uses are appropriate, oriented towards pedestrians to encourage shared use of parking, public open space, and interaction of uses within the zone. Residential uses are permitted above ground floor commercial or adjacent to a commercial development. Both uses must be located on the same lot or on the same project site, and exclusive residential structures are not allowed.This zone implements the General Plan Downtown Mixed Use designation. D. C-M Commercial Manufacturing Zone.The C-M zone is intended to provide areas for a complementary mix of light manufacturing businesses, minor vehicle service and repairs, and support office and retail uses.A wide range of small-scale industrial and quasi- industrial uses with minimal impact to surrounding uses are appropriate. Retail uses are limited to business services, food service, and convenience goods for those who work in the area. Residential uses are not permitted in this zone. This zone implements the General Plan Commercial/Light Industrial designation. 9102.05.020 Land Use Regulations and Allowable Uses in Downtown Zones A. Allowed Uses. Table 2-10(Allowed Uses and Permit Requirements for Downtown Zones)indicates the land use regulations for the Downtown zones and any permits required to establish the use, pursuant to Division 7 (Permit Processing Procedures). The Downtown and Mixed Use Zones 1 December 2016 regulations for each zone are established by letter designations as follows: "P"represents permitted(allowed)uses. "A"represents accessory uses. "M"designates uses that require the approval of a Minor Use Permit subject to requirements of Section 9107.09 (Conditional Use Permits and Minor Use Permits)of this Development Code. "C"designates uses that require the approval of a Conditional Use Permit subject to requirements of Section 9107.09 09(Conditional Use Permits and Minor Use Permits)of this Development Code. "UF"designates uses that are permitted on upper floors only,and are not allowed on the ground floor of a structure. "—"designates uses that are not permitted. B. Director Determination. Land uses are defined in Division 9 (Definitions). In cases where a specific land use or activity is not defined, the Director shall assign the land use or activity to a classification substantially similar in character. Land uses not listed in the table or not found to be substantially similar to the land uses below are prohibited. C. Specific Use Regulations. Where the last column in Table 2-10 (Allowed Uses and Permit Requirements for Downtown Zones) includes a Section, Subsection, or Division number, the regulations in the referenced Section, Subsection, or Division shall apply to the use. P Permitted by Right Table 2-10 A Permitted as an Accessory Use Allowed Uses and Permit C Conditional Use Permit Requirements for Downtown Zones M Minor Use Permit -- Not Allowed (UF) Upper Floor Permitted,Not Allowed on Ground Floor Land Use CBD MU DMU CM Specific Use Regulations Business,Financial,and Professional Automated Teller Machines(ATMs) P P P P Check Cashing and/or Payday Loans -- -- -- - Financial Institutions and Related Services M M M - Government Facilities C C C C Offices,Business and Professional P(UF) P(UF) P P Eating and Drinking Establishments Accessory Food Service A A A A Alcohol Sales(On-Sale,Accessory Only) M M M M Bars,Lounges,Nightclubs,and Taverns C C C C See Subsections 9104.02.230 Outdoor Dining(Incidental and on Public Property)— P P P P (Outdoor Dining Uses on Public 12 seats or fewer Property)and 9104.02.240(Outdoor Dining—Incidental) See Subsections 9104.02.230 Outdoor Dining(Incidental and on Public Property)— M M M M (Outdoor Dining Uses on Public more than 12 seats Property)and 9104.02.240(Outdoor Dining—Incidental) Restaurant—Small(with no Alcohol Sales) P P P P Restaurant—Large(with no Alcohol Sales) P P P P Restaurant—Small or Large See Subsection 9104.02.150 With late hours—open between midnight and 6:00 M C M C (Extended Hours Uses) A.M.) Restaurant—Small or Large M M M C See Subsection 9104.02.040 Serving Alcohol,within 300 ft of residential zone Downtown and Mixed Use Zones 2 December 2016 Restaurant—Small or Large P M P C (Alcoholic Beverage Sales) Serving Alcohol,not within 300 ft of residential zone P Permitted by Right A Permitted as an Accessory Use Table 2-10 C Conditional Use Permit Allowed Uses and Permit M Minor Use Permit Requirements for Downtown Zones -- Not Allowed (UF) Upper Floor Permitted,Not Allowed on Ground Floor Land Use CBD MU DMU CM Specific Use Regulations Education Schools, Public and Private -- -- -- -- Trade and Vocational Schools C(UF) -- C(UF) C Tutoring and Education Centers C(UF) -- -- C(UF) Industry,Manufacturing and Processing,and Warehousing Uses Brewery and Alcohol Production,with or without onsite M M C tasting and associated retail commercial use Data Centers -- -- -- C Food Processing -- -- -- C Fulfillment Centers -- -- -- C Light Industrial -- -- -- M Heavy Industrial(under 40,000 square feet) -- -- -- P Heavy Industrial(40,000 square feet and over) -- -- -- C Recycling facilities Heavy processing Large collection -- -- -- C Light processing -- -- -- -- Reverse Vending Machine(s) -- -- -- P Small collection -- -- C P Research and Development -- -- C P Storage—Accessory A A A A Storage—Personal -- -- -- M Wholesaling -- -- -- C Medical-Related and Care Uses Day Care,General -- -- -- C Hospitals and Medical Clinics -- -- -- C Medical and Dental Offices P(UF) P(UF) P(UF) P(UF) Recreation and Entertainment Arcade(Electronic Game Center) M M M C Commercial Recreation C C C C See Subsection 9104.02.190 Karaoke and/or sing-along uses M M M C (Karaoke and/or Sing-Along Uses) Downtown and Mixed Use Zones 3 December 2016 P Permitted by Right Table 2-10 A Permitted as an Accessory Use Allowed Uses and Permit C Conditional Use Permit Requirements for Downtown Zones M Minor Use Permit -- Not Allowed (UF) Upper Floor Permitted,Not Allowed on Ground Floor Land Use CBD MU DMU CM Specific Use Regulations Health/Fitness Facilities,Small M M M M Health/Fitness Facilities,Large M(UF) M(UF) CUP C Indoor Entertainment C C C M Studios—Art and Music M M M P Residential Uses Live/Work Unit -- M(UF) M(UF) -- See Subsection 9104.02.210 (Live/Work Units) Multifamily Dwelling M M M -- Permitted only in conjunction with a Supportive Housing—Housing Type M(UF) M(UF) M(UF) -- commercial use. Residential uses are permitted above ground floor commercial or adjacent to a commercial development.Both uses Transitional Housing—Housing Type M(UF) M(UF) M(UF) -- must be located on the same lot or on the same project site. See Section 9102.05.010 Retail Uses Alcohol Beverage Sales Alcohol Sales(off-sale) M M M C See Subsection 9104.02.040 Alcohol Sales(off-sale,accessory only) M M M M (Alcoholic Beverage Sales) Building Material Sales and Services -- -- -- -- Pawn Shop -- -- -- -- Plant Nursery -- -- -- -- Pet Stores,without grooming P P P -- Pet Stores,inclusive of grooming services M M M P Recreational Equipment Rentals P P P P Retail Sales P P P P Retail Carts and Kiosks—Indoor P P P P See Subsection 9104.02.110 Retail Carts and Kiosks—Outdoor M M M M (Displays and Retail Activities— Outdoor) Secondhand Stores -- -- -- M Swap Meets -- -- -- -- Vehicle Rentals -- -- -- P At least 50%of the vehicles sold or Vehicle Sales—New and/or Used C -- -- C leased from the applicable site during each calendar year shall be new automobiles. Service Uses Animal Boarding/Kennels -- -- -- C Animal Grooming M M M P Downtown and Mixed Use Zones 4 December 2016 Bail Bond Services -- -- -- _ -- Funeral Homes and Mortuaries -- -- -- -- Downtown and Mixed Use Zones 5 December 2016 P Permitted by Right Table 2-10 A Permitted as an Accessory Use C Conditional Use Permit Allowed Table Uses and Permit M Minor Use Permit Requirements for Downtown Zones -- Not Allowed (UF) Upper Floor Permitted,Not Allowed on Ground Floor Land Use CBD MU DMU CM Specific Use Regulations Hotels and Motels C C C C Maintenance and Repair Services,Large Appliance -- -- -- P Maintenance and Repair Services,Small Appliance P P P P Personal Services,General P P P P Personal Services,Restricted -- -- -- C Postal Services P P P P Printing and Duplicating Services P P P P Veterinary Services -- -- -- C Vehicle Repair and Services Service/Fueling Station C -- -- -- Vehicle Washing/Detailing A -- -- C Vehicle Repair,Major -- -- -- M Vehicle Repair, Minor A -- -- P Transportation,Communication,and Infrastructure Uses Antennas and Wireless Communication Facilities- P P P P Exception:All facilities are permitted Co-location on City-owned properties and public Antennas and Wireless Communication Facilities— rights-of-way. New standalone Panel P P P P facilities are not permitted in Architectural Design(D)overlay Antennas and Wireless Communication Facilities zones.See Subsection 9104.02.050 Standalone Facility -- -- -- C (Antennas and Wireless Communication Facilities) Car sharing parking spaces may not Car Sharing P P P P occupy any space required for another use. Off-Street Parking Facilities(not associated with a C C C C primary use) Recharging Stations P P P P Subject to Site Plan and Design Utility Structures and Service Facilities P P P 1 P Review pursuant to Section 9107.19 (Site Plan and Design Review). Other Uses Assembly/Meeting Facilities, Public or Private -- -- -- M Donation Box—Outdoor -- -- -- M Extended Hours Use M C M C See Subsection 9104.02.150 (Extended Hours Uses) Places of Religious Assembly -- -- -- M Drive-Through or Drive-Up Facilities -- -- -- C See Subsection 9104.02.130(Drive through and Drive-up Facilities) Downtown and Mixed Use Zones 6 December 2016 P Permitted by Right Table 2.10 A Permitted as an Accessory Use Allowed Uses and Permit C Conditional Use Permit Requirements for Downtown Zones M Minor Use Permit -- Not Allowed (UF) Upper Floor Permitted,Not Allowed on Ground Floor Land Use CBD MU DMU CM Specific Use Regulations Reverse Vending Machines—Consumer Goods P P P P Allowed indoors only Vending Machines P P P P Allowed indoors only Urban Agriculture A A A A Downtown and Mixed Use Zones 7 December 2016 9102.05.030 Development Standards in Downtown Zones New land uses and structures, and alterations to existing land uses and structures, shall be designed, constructed, and/or established in compliance with the requirements in Table 2-10 (Allowed Uses and Permit Requirements for Downtown Zones) and Table 2-11 (Development Standards for Downtown Zones) and the development standards in Division 3 (Regulations Applicable to All Zones— Site Planning and General Development Standards).Additional regulations are denoted in the right-hand column of Table 2-11 (Development Standards for Downtown Zones);section and subsection numbers in this column refer to other sections and subsections of this Code. Table 2.11 Development Standards for Downtown Zones Development Feature CBD MU DMU CM Additional Requirements Lot Standards Minimum Lot Area 5,000 sf 5,000 sf 10,000 sf 5,000 sf Structure Form and Location Standards Maximum Residential 80 units/acre 30 units/acre 80 units/acre Residential not Density allowed Maximum FAR(1) 1.0 1.0 1.0 0.5 • Minimum Storefront Width 25 ft N/A N/A N/A Minimum Setback Front or adjacent to a Oft(10ft Oft(10ft Oft(10ft 10ft street maximum) maximum) maximum) Side(Interior) Abutting nonresidential or Oft Oft Oft 0 ft mixed-use zone Abutting residential zone 10 ft 10 ft 10 ft 10 ft Side(Street side) Oft(10ft Oft(10ft Oft(10ft 5ft maximum) maximum) maximum) Rear Abutting Nonresidential Oft Oft Oft 0 ft or Downtown zone Abutting residential zone 20 ft 15 ft 15 ft 10 ft Downtown and Mixed Use Zones 8 December 2016 Table 2-11 Development Standards for Downtown Zones Development Feature CBD MU DMU CM Additional Requirements Maximum Height 60 ft 40 ft 60 40 ft See Subsection Minimum Open Space for 9102.05.040.D(Open Space Residential Uses 100 sf per unit 100 sf per unit 100 sf per unit N/A Requirements for Residential Uses in CBD, MU,and DMU Zones) Notes: (1) FAR maximum is applicable only to nonresidential component of a development. 9102.05.040 Additional Development Standards in Downtown Zones A. Commercial Uses along Street Frontages. In order to maintain an active pedestrian environment within all Downtown Zones, commercial uses shall be encouraged, but not required along street frontages. Residential may be permitted above ground floor commercial or adjacent to a commercial development, where allowed per Table 2-10 and in compliance with development standards set forth in Table 2-11. B. Setbacks When Abutting a Residential Zone 1. When abutting a residential zone, no portion of any structure shall encroach through a plane projected from an angle of 45 degrees,as measured at the ground level along the residentially zoned abutting property line. 2. Where a property line abuts a dedicated alley which separates the property from abutting residential zoned property, the setback shall be measured from the centerline of the alley, and no portion of any structure shall encroach through a plane projected from an angle of 45 degrees,as measured at the ground level along the centerline of the alley. C. No Parking within Front and/or Street Side Setbacks. No parking shall be allowed within required front and/or street side setbacks,or within any landscaped area not designated as a driveway or vehicle parking area. D. Minimum Ground Floor Height.The minimum ground-floor height for structures with commercial uses on the ground floor shall be not less than 12 feet,six inches. E. Open Space Requirements for Residential Uses in CBD,MU and DMU Zones 1. Type. Open space shall be in the form of private or common open space via balconies, courtyards, at-grade patios(rear and side of the units),rooftop gardens,or terraces. 2. Minimum Dimension.Balconies that are 30 inches or less in width or depth shall not be counted as open space. 3. Encroachment.Balconies that project over a public right-of-way shall be subject to approval by the City Engineer. F. Roof Decks. Roof decks are permitted, subject to Site Plan and Design Review, in the MU and DMU zones provided that roof decks meet the following development standards: 1. Location. Roof decks shall be set back five feet from all building lines of the structure. The building line shall be measured from the roof edge of the story directly below the deck. 2. Height Limits. The guardrail and other objects, whether permanent or temporary, which rest upon the roof deck such as patio furniture, landscaping, swimming pool features, and storage, shall be allowed to exceed the maximum height limit specified in Subsection 9102.05.030 (Development Standards in Downtown Zones) by up to five feet. Exterior stairways and other access features such as stairwells or elevators for access to roof decks shall not exceed the residential zoning district's height limit by more than 10 feet and shall be architecturally integrated into the design of the structure. Downtown and Mixed Use Zones 9 December 2016 Table 3-3 Off-Street Parking Requirements: Residential Uses Land Use Minimum Parking Spaces Required Single-Family Dwellings(Attached and Detached)and • 2 spaces per dwelling unit in a garage for units less than 5,000 Two-Family Dwellings square feet in size with up to 4 bedrooms • 3 spaces per dwelling unit in a garage for units 5,001 square feet or more in size and/or with 5 or more bedrooms(1) Accessory Dwelling Unit 1 space,covered or uncovered,per accessory dwelling unit or number of bedrooms in the accessory dwelling unit,whichever is greater(2) Multifamily Dwellings For the R-2,R-3 and R-3-R Zones: • 2 covered spaces per unit,plus guest parking as follows: • 1 guest parking space per each 2 units Mixed Use Units 1.5 spaces per unit and 1 guest space for every 3 units Live/Work Units 1 space per unit and 1 space per 1,000 square feet of nonresidential floor area Senior Housing(when restricted to age 62 and older) For senior affordable apartment housing: 1 space per unit,and 1 guest space for every 4 units for assisted living facilities: 1.5 spaces per unit For senior market rate housing:2 spaces per unit Notes: (1) A tandem parking space may be allowed to satisfy the third required,or any non-required,parking space,subject to Design Review approval. (2) Parking standards shall not be imposed on an accessory dwelling unit in any of the following circumstances: a. The accessory dwelling unit is located within one-half mile of public transit b. The accessory dwelling unit is located within an architecturally and historically significant historic district c. The accessory dwelling unit is part of the existing primary residence or an existing accessory structure d. When on-street parking permits are required but not offered to the occupant of the accessory dwelling unit e. When there is a car sharing vehicle located within one block of the accessory dwelling unit 2. Residential Use:When Required Covered or Garage Parking Cannot Be Provided.Apart from the requirements for parking in a garage contained in Table 3-3 (Off-Street Parking Requirements: Residential Uses)for residential uses, wherever required covered or garage parking cannot be provided due to physical limitations on a property, an alternative parking arrangement for the remaining required parking can be arranged by the approval of an Administrative Modification subject to the requirements of Section 9107.05(Administrative Modifications). D. Parking Location 1. Parking spaces shall be designed, constructed, and maintained in a manner that does not preclude direct and free access to stairways,walkways,elevators,any pedestrian way,and fire safety equipment. 2. Vehicle parking(and access thereto)shall be provided on a permanently paved surface. 3. When required off-street parking spaces are provided on a separate lot from the building or land use, Subsection 9103.07.090 (Shared/Joint Use and Off-site Parking)shall apply. 4. If parking spaces are required for an accessory dwelling unit, the spaces may be located on an existing driveway on the same site if it is within the setback areas, including tandem on an existing driveway subject to the approval of a Zoning Clearance for ADUs. The Director may determine that these parking arrangements are prohibited if specific findings are made under Subsection(a)below. a) The property is an R-M zoned property, a hillside property, located within a designated fire zones,or a non-conforming lot,or if the Director determines that such parking arrangements are not feasible based upon specific safety conditions, or that such arrangements are not permitted anywhere in the City. Downtown and Mixed Use Zones 11 December 2016 Table 3-5 Off-Street Parking Requirements:Hospitality and Retail Uses Land Use Minimum Parking Spaces Required 1.2 space per guest room Allowed uses within this parking ratio include banquet hall,or Hotels/Motels assembly places such as conference center are included,spas,and breakfast lounges serving only hotel guests.For restaurants,see Restaurant,within Hotel or Motel Structure Retail Sales-General 1 space per 200 sf 1 space per 200 sf or as established by a parking study,see Retail Sales-Multi-tenant Shopping Center Subsection 9103.07.060.E(Parking Requirement Determined By Parking Study). Regional Shopping Centers 4.75 spaces per 1,000 sf of gross leasable area Swap Meet-Indoor 1 space per 200 sf plus 1 space per vendor Table 3-6 Off-Street Parking Requirements: Office,Entertainment Services,Care Services,Eating and Drinking Establishment,and Vehicle Service Uses Land Use Parking Spaces Required Business,Financial,and Professional Financial Institutions and Related Services 1 space per 250 sf Offices-Professional 1 space per 250 sf Care Uses Emergency Shelters 1 space per 1,000 sf Day Care and/or preschool facilities 1 space per employee plus 1 space per 5 children or 1 space per 10 children if adequate drop-off area provided Residential Care Facility 1 space per 3 licensed beds Eating and Drinking Establishments Bars,Lounges, Nightclubs,and Taverns 1 space per 100 sf Restaurant,Small 1 space per 200 sf Restaurant,Large 1 space per 100 sf Restaurant,within Hotel or Motel Structure 1 space per 200 sf Outdoor Dining—Incidental and Outdoor Dining on Public Property with 12 seats or less or a number of outdoor seats No additional parking required equivalent to twenty-five(25%)percent of the number of indoor seats,whichever is greater Outdoor Dining—Incidental and Outdoor Dining on Public Property with more than 12 seats or a number of outdoor seats 1 space per 6 seats equivalent to twenty-five(25%)percent of the number of indoor seats,whichever is greater Downtown and Mixed Use Zones 15 December 2016 Table 3-6 Off-Street Parking Requirements: Office,Entertainment Services,Care Services,Eating and Drinking Establishment,and Vehicle Service Uses Land Use Parking Spaces Required Entertainment Arcade 1 space per every 2 machines Karaoke 1 space per 100 sf Medical-Related Services Hospitals As determined by Conditional Use Permit,Specific Plan,or other special discretionary process Medical and Dental Offices 6 spaces per 1,000 sf Medical and Dental Offices larger than 10,000 sf 1 space per 200 sf Service and Studio Uses—General Salons—Nail,Hair,etc. 1 space per 200 sf Studio—Art,Music,etc. 1 space per 100 sf of instructional area Vehicle Service Uses Car Sharing 1 space per car available Service/Fueling Station 1 space per 200 sf of office or service area plus 1 space per service bay,plus any required for ancillary use Vehicle Repair 2 spaces per service bay Vehicle Washing/Detailing 1 space per employee on largest shift, plus adequate stacking area as determined by Conditional Use Permit Table 3-7 Off-Street Parking Requirements:Recreation,Education,and Public Assembly Uses Land Use Parking Spaces Required Health Clubs,Fitness Centers,and Indoor Athletic Facilities up 1 space per 100 sf in all workout and instructional areas to 3,000 sf Health Clubs,Fitness Centers,and Indoor Athletic Facilities Required parking spaces to be determined through an approved greater than 3,000 sf of gross floor area Conditional Use Permit Live entertainment theaters-movie or live performance 1 space per 3 fixed seats Public/Private Assembly: places of worship,recreation 1 space per 5 fixed seats; 1 space per 35 sf of floor area where no community structures,private clubs fixed seating; 1 space per 28 linear feet of bench/pew area Facilities for students under high school age: 1 space per employee,plus 1 space for every 5 students Trade Schools,Tutorial Schools,Learning Centers, Private Trade schools/private schools,learning centers for students of high Schools school age or older: 1 space per employee plus 1 space for every 3 students See Subsection 9103.07.060.G(Pick-up and Drop-off Area for Educational Uses) Downtown and Mixed Use Zones 16 December 2016 Table 3-8 Off-Street Parking Requirements:Industry,Manufacturing,and Warehouse Uses Land Use Parking Spaces Required 1 space per 333 sf for projects up to 10,000 sf 1 space per 1,000 sf for projects over 10,000 sf For office area within a manufacturing and industrial Manufacturing and General Industrial Uses building: • 1 space per 500 sf for the first 25%of the office area • 1 space per 250 sf for the office area in excess of the first 25% Warehousing and Fulfillment Centers 1 space per 1,000 sf of warehouse space,plus 1 space per 350 sf of office space D. Parking Reduction Near Light-Rail Station. A 25 percent reduction will be applied to the off-street parking requirement for any commercial use that is located within 1,320 feet(1/4 mile)of a light rail station. E. Parking Requirement Determined by Parking Study. Off-site parking spaces may be relied upon to serve commercial uses, provided a shared-parking study is completed by the applicant/developer and approved by the Director. In the event the proposed land use is for a multi-tenant and/or mixed use development or involves a Specific Plan or Planned Development Permit,the Director may also authorize the preparation of a parking study to determine the required number of parking spaces as an alternative to the number of off-street parking as outlined in Tables 3-5 through 3-8 (Off-Street Parking Requirement)and other applicable provisions of this Section,subject to the following conditions: 1. Off-street parking standards determined by a parking study shall be approved, modified, and/or denied in accordance to the use classification and/or required planning permit for the proposed use. If there are no planning permits required for the proposed use but the Director has determined a parking study is required,then the review and approval of parking study shall be processed pursuant to the requirements of Section 9107.05(Administrative Modification). 2. The City shall maintain the right to select a consultant,which will be paid for by the applicant. 3. The study shall have been undertaken and completed by a traffic engineer registered by the State of California and shall bear the stamp of that engineer. 4. If the required parking is determined by such a parking study, future modification or improvement to the parking area which impacts the parking space layout, configuration, and/or number of stalls or if any such building or structure in the project is enlarged or increased in capacity by floor area or seats, or at such time that a usage requiring a higher number of parking spaces than an existing or previous use is applied, a new parking study pursuant to this Section shall be provided showing that the existing and/or proposed parking is adequate for such expansion and/or increased usage. Alternative to a revised parking study,at the time of such expansion or increased usage,the applicant may comply with all provisions of this Section in effect at the time of the application. F. Multiple Tenants. Except as otherwise provided in this Section, for each separate use, a site with multi-tenants, or a combination of principal uses in any one facility,the development shall provide the aggregate number of parking spaces required for each separate use unless a parking study has been prepared and approved in compliance with this Chapter or except as provided for in Subsection 9103.07.090(Shared/Joint Use and Off-site Parking). G. Pick-up and Drop-off Area for Educational Uses. Educational uses that serve children shall be required to submit a parking plan that indicates the location of pick-up and drop-off area(separate from the driveway aisle)subject to the review and approval of the Review Authority pursuant to the requirements of Section 9107.19(Site Plan and Design Review). H. Parking Location:All Non-Residential Uses Downtown and Mixed Use Zones 17 December 2016 EXHIBIT "E" TO DEVELOPMENT AGREEMENT 19-01 (Development Impact Fees) [To be attached following this cover page] ARCADIA DEVELOPMENT IMPACT FEES Park and Recreation Fee: • $2.85 per sq.ft.single family residential • $3.73 per sq.ft. multi family residential Transportation Impact Fee: • Fee based on unit cost of$1,983 per PM peak hour trip. The number of PM peak hour trips may be determined by the City using the Trip Generation Manual prepared by the Institute of Transportation Engineers, or equivalent, to determine appropriate fee. Some developments may be eligible for trip credits for existing uses on subject development site, subject to Engineering Division's review.