Exhibit G Public Benefits

Affordable Dwelling Units. By providing 160 Affordable Dwelling Units in the Site B Buildings, Developer is providing substantially more affordable and multiple bedroom units than would currently be required under the Affordable Housing Production Program for apartments.

LEED-Certified Buildings. All buildings constructed on the Project Land shall be required to receive a minimum rating of “Silver” under the LEED Rating System.

Affordable Artist Live/Work Units. Ten (10) of the Affordable Dwelling Units shall be Affordable Artist Live/Work Units with such Units to be located on the ground floor of the Site B Buildings in order to enhance activity along the Living Street and address the need for affordable housing for artists. Artists shall be given preference for tenancy for the Affordable Artist Live/Work Units within the Project as provided in the DDA in the following order: first to Artists who live or work in the City, second to Artists, and third to persons who live or work in the City.

Infrastructure Improvements. As a part of the Project, Developer is required to complete the Olympic Drive Extension, including signalization at the intersections of Olympic Drive with Main Street and with Ocean Avenue, with new sidewalks and landscaping as reflected on the Project Plans. These improvements shall improve public access to the Civic Center Palisades Garden Walk and beachfront and exceed those that would be necessary to mitigate Project traffic, utility and access impacts. These improvements are enumerated and described in detail in Exhibit G-1, attached.

Open Space. The Living Street, Olympic Plaza, other pedestrian linkages through the Project and new sidewalks will improve pedestrian access between Ocean Avenue and Main Street and, together with Olympic Plaza, will enhance the pedestrian experience in that part of the Civic Center south of Olympic Drive for the benefit of the public, including local residents, individuals employed in the area and visitors.

Child Care Fee. As part of the Project, in addition to a fee of approximately $92,000 required by the City’s Child Care Linkage Fee Program for capital facilities, Developer is required to contribute a one-time payment of $500,000 toward design, construction, operation and/or maintenance of a Civic Center Child Care facility before a certificate of occupancy may be issued for any Project structure.

Sustainable Transportation Measures. To ensure that the project supports the goals of promoting walking and minimizing vehicle trips the following conditions shall be met:

Transportation Demand Management Program. The failure to achieve the performance targets of this subsection shall not constitute a Default within the meaning of this Agreement. For the requirements of this subsection that exist after completion of construction, compliance shall be evaluated separately for Site A, B and C, and may be satisfied site by site or cumulatively.

Performance targets and monitoring. Developer shall seek to ensure that automobile use patterns meet the following performance goals:

(i) For the commercial portions of the project, the number of employees who report to work between 7 am and 10:00 am weekdays shall be twice the number of cars driven to work by those employees, resulting in an average employee vehicle ridership (AVR) of 2 people per car.

(ii) The actual number of peak period auto trips to the entire Project, including trips made by people who park on the street within two blocks of the project, shall be less than 60% of the number of trips anticipated in the CCSP EIR Addendum of 2485 daily trips.

The City shall contract with a third party independent consultant to monitor compliance with these targets every two years, and to prepare a report on compliance for the City’s Transportation Management Division. In the event that the targets are not reached, the City Planning and Community Development Director, after consultation with Developer, may make Minor Modifications to the transportation demand management conditions to more effectively achieve the performance targets herein. In the event the TDM program reduces demand for parking below the number of spaces constructed, the City shall have the first right of refusal to lease or buy unused parking spaces from the Developer at a rate to be established in the DDA. To cover the costs of preparing the biannual monitoring reports, Developer shall pay the City a sum of $20,000.00 per reporting period for the term of this Agreement, or a lump sum of $200,000 prior to the issuance of building permit. The following TDM measures shall be implemented for the first two year monitoring period.

Transit Subsidy in lieu of parking. All commercial tenants who subsidize employee parking shall be required to offer, in lieu of any parking subsidy, a transit subsidy of equal or greater value.

Carshare service. Developer shall make a car sharing service available within the project, if such a service is commercially available from a third party provider, with a minimum of two cars: one for Sites A and B and one for Site C. Required parking spaces may be used for carshare vehicles. Developer shall propose a signage system to notify people of the location and availability of the carshare vehicles. The City Transportation Manager may authorize the posting of signs within the public right of way to guide pedestrian and vehicular traffic to the carshare parking location. Location of carshare vehicles for Sites A and B shall be determined by the Director of PCD, in consultation with Developer, at such time as the car share service provider has been selected. The carshare service vehicle parking for Site C shall be located in the above ground parking lot on Site C

Concierge Service. Developer shall provide residents of market rate units with a concierge service that will accept deliveries, and complete certain specified errands in sequential grouped trips. The Developer may choose to make this service available to all Project residents, commercial tenants, and employees

Transportation Information. Developer shall provide on-site information for residents, visitors and employees about transit services, bicycle facilities, and shall provide for on-site sales of transit fares. Developer shall provide access to ride-matching services for employees and residents, and shall conduct an ongoing promotion process that ensures that residents, employees and visitors are aware of these programs.

Unbundling Parking. The owner(s) of the 165 market rate condominiums may lease parking spaces they own to third parties.

Transit Service Enhancement Fund. Developer shall contribute $700,000 to a transit service development fund for the purposes of supporting and improving public transit to the site and providing improved transit to and from local schools.

Neighborhood serving uses: Fifty-percent of commercial square footage shall be allocated for uses such as neighborhood market, restaurant, dry cleaning, small scale bank and other convenience services, drug store or other uses that, subject to the approval of the Director of the Department of Planning and Community Development, provides the residents or employees of the immediate area with access to convenience goods and services and that cater to the daily needs of nearby residents or employees within walking distance of their home or work.

Provisions for bicycle use:

(A) Developer shall provide secure bicycle parking for the public, including residents, employees and visitors. For the purpose of this section, secure bicycle parking shall mean bicycle lockers, an attended cage, or a secure parking area. Initially, the project shall accommodate a minimum of 100 secure bicycle parking spaces cumulatively for all three Sites A, B and C. In the event that demand exceeds 100 spaces, Developer shall be required to expand secure bicycle parking to accommodate this demand if feasible. The Developer may convert or cause to be converted auto parking spaces into bicycle parking spaces, subject to the approval of Planning & Community Development and the California Coastal Commission.

(B) A minimum of one unisex shower and locker facility adjacent to a commercial use shall be provided for employees of commercial uses on site who bicycle or use another active means, powered by human propulsion, of getting to work or who exercise during the work day.

(C) Convenient bicycle parking. The project shall provide a minimum of thirty individual bike racks designed to accommodate two bicycles, or an alternate design approved by Planning & Community Development, to be installed in locations within the Project and/ or on the sidewalk or parkway adjacent to commercial and retail uses, subject to the approval of Planning & Community Development.

Vehicle Parking:

(A) The applicant shall provide parking for the market rate condominium units at the zoning code standard of 2 spaces for units with one or more bedrooms and 1 space for studio units; for the affordable housing units commensurate with a demand analysis which shows residential demandat 1.23 spaces per affordable housing unit; and one space for 300 square feet of interior commercial area.

(B) Developer shall offer options for buyers of the market rate condominium units to purchase parking separately from the Site A or Site C Residential Dwelling Units. The City shall have the right of first refusal to lease or purchase unused parking spaces for public use.

(C) The Project shall be subject to a shared parking program whereby commercial and residential guest parking, which require parking at different times of day, shall utilize the same parking spaces.

Alternative Energy Facilities. To support the City’s alternative energy policies and provide the public benefit of fossil fuel use reduction, Developer shall:

(1) Design building systems that exceed Title 24 energy standards by 30% as a target, and adjust this number downward following schematic design in amount up to 15 percentage points.

(2) Install 200 kW AC of solar photovoltaics to meet the overall project energy requirements provided, however, that the Planning & Community Development Director may approve a Minor Modification to reduce this requirement by an amount not to exceed 15% in order to comply with ARB review.

(3) Install sufficient capacity of solar thermal hot water for 50% of the heating requirements for the swimming pool and spa on Site C.

Public Art. The project shall include two public art pieces on site, valued at approximately $920,000 with a minimum value of $460,000 for the art work itself. The on site art work shall satisfy the Private Developer Cultural Arts Ordinance requirements for 230,000 square feet of the residential portion of the project (excluding affordable housing). The Developer also shall provide an in-lieu contribution equal to one percent of the average square foot cost (calculated at $200 per square foot) for the remaining market rate residential and commercial square footage of the Project. This calculation shall be determined on the square footage submitted at plan check, and the in lieu fee shall be payable prior to issuance of building permit. The public art project shall be subject to the review process required by the Private Developer Cultural Arts Ordinance.

Residential Dwelling Units. The Project is approved for an aggregate of up to 165 market-rate condominium Residential Dwelling Units in the Site A Buildings and the Site C Buildings and 160 Affordable Dwelling Units to be located in the Site B Buildings.

Live/Work Units.

(a) The Project must contain ten (10) Affordable Artist Live/Work Units on the ground floor of the Site B Buildings in which retail sales of works of art produced by the Artist resident are also permitted therein. Any Floor Area contained in any of the Affordable Artist Live/Work Units shall be allowed in addition to the 20,000 square feet of commercial Floor Area and 3,000 square feet of outdoor dining area permitted under Sections 2.2(c) and 2.6 herein.

(b) The Project may contain additional condominium Live/Work Units in the Site A Buildings and/or the Site C Buildings.

(i) Occupants of condominium Live/Work Units shall comply with the provisions of Section 9.04.20.04 of the Zoning Code and Chapter 6.04 of the Municipal Code, and with any additional restrictions on use of the Live/Work Units being governed by covenants, conditions and restrictions applicable to the Site A Buildings and the Site C Buildings.

(ii) Nothing in this Agreement shall require that a Residential Dwelling Unit originally designed as a Live/Work Unit be actually used as a place of work. This subsection does not apply to Artist Affordable Live/Work Units on the ground floor of the Site B Buildings, which are subject to Section 2.3(c).

Retail and Restaurant. The Project is permitted to include up to an aggregate of 20,000 square feet of Floor Area on the ground floors of the Site A Buildings and the Site C Buildings for neighborhood-serving and visitor-serving retail, including qualifying neighborhood-serving uses as required in Section 2.3(g)(2) hereinabove. Restaurants are permitted to include outdoor dining up to a maximum of 3,000 square feet in addition to the 20,000 square feet of commercial floor areas.

Open Space.

The Project shall include a pedestrian walkway for public use south of the Olympic Drive Extension connecting Main Street with Ocean Avenue in approximately the location designated on the Project Plans as the “Living Street” (the “Living Street”). To the extent that any portion of the Living Street is contemplated to be on land owned by RAND, the City shall reasonably cooperate with Developer and the Redevelopment Agency to obtain an appropriate easement over such land from RAND (the “RAND Easement”) at the Developer’s sole cost and expense. The Rand Easement must be obtained before a building permit for the Project or any portion thereof may be issued.

(a) The Project shall also include an open space area for public use on the south side of the Olympic Drive Extension in approximately the location designated on the Project Plans as “Olympic Plaza” (“Olympic Plaza”).

(b) It is the intent of Developer and the City that the Living Street and Olympic Plaza shall be accessible to the public between the hours of 6:00 a.m. and 11:00 p.m., and during the operating hours of the retail and restaurant uses, with the public having the right to use such areas for walking, strolling, reading and other similar activity with no obligation to buy any goods or services during such hours, provided, however, that:

(1) paving and/or any barriers be designed to allow emergency vehicle access at all times;

(2) Under the Ground Leases, Developer’s Leasehold Estate shall include the area encompassed by the Living Street (except for that portion which is subject to the RAND Easement) and Olympic Plaza with members of the public having the ability to occupy and use such areas in a manner consistent with this Agreement, the Ground Leases, and reasonable rules and regulations established from time to time by the Developer that are consistent with the applicable provisions of this Agreement and the Ground Leases, and approved by the Planning and Community Development Director. Subject to approval by the Planning and Community Development Director, which approval will not be unreasonably withheld or delayed, between the hours of 11:00 p.m. and 6:00 a.m., Developer may limit public access to Olympic Plaza and the Living Street, in a manner that is consistent with the emergency access requirements of Section 2.9(b), and that permits pedestrians to enter an entrance to Olympic Plaza and the Living Street and enable such persons to exit from another entrance. Such passage and use shall be in an orderly manner, in accordance with directional or other posted signs or guides and such Rules and Regulations as may be approved by the Planning and Community Development Director.

(3) Activities that may be prohibited in the Living Street and Olympic Plaza pursuant to rules and regulations that may be established by Developer as specified in Section 2.7(c)(2), include, without limitation (i) cooking, dispensing or preparing food, (ii) sleeping or staying overnight, (iii) using sound amplifying equipment, and (vi) engaging in any illegal, dangerous or other activity inconsistent with the other uses in the Project or with the use of such areas by other members of the public for the permitted purposes, such as excessive noise, boisterous activity, and being intoxicated. Should any persons engaging in such activities refuse to leave the Project, they may be deemed by Developer to be trespassing. Subject to Section 2.7(c)(2), Developer may prohibit or regulate skateboarding, rollerblading or bicycling within portions of the Living Street and Olympic Plaza. Developer shall be entitled to establish and post rules and regulations for use of the Living Street and Olympic Plaza consistent with the foregoing.

(d) Site B shall also include open space which is limited to use by residents of the Site B and their guests, including a secure children’s play area, all as reflected on the Project Plans.

(e) The City agrees that the open space as set forth in the Project Plans satisfies the City’s requirements for both public and private open space. In the event that any inconsistencies exist between the Zoning Code and the open space requirements set forth by this Agreement, the open space requirements established by this Agreement shall prevail.

Alcoholic Beverage Permits.

(a) No alcohol will be sold or otherwise made available in any portion of the Project devoted to neighborhood and visitor-serving commercial uses, including retail and restaurant uses, including bar areas ancillary to restaurant uses, unless one or more Conditional Use Permits have been issued. Upon the application by Developer or the operator or operators of any restaurant or retail store designated as such in the Project Plans, up to a maximum of 17,500 square feet of interior Floor Area and an additional 3,000 square feet of adjacent outdoor dining area, the City agrees to issue Conditional Use Permits for the sale of alcohol therein subject, in all cases, to reasonable terms and conditions. The applications subject to this provision shall include all information typically required by the City for similar operations and shall be processed pursuant to the City’s standard procedures for issuing Conditional Use Permits.

(b) Notwithstanding the provisions of Section 2.8(a) above, nothing in this Agreement shall authorize the issuance of a Conditional Use Permit for the sale of alcoholic beverages for a nightclub or other use in the Project not specifically permitted under Section 2.2 above. In the event Developer or any operator or operators should seek a Conditional Use Permit for any such purpose, an application shall be filed under the City’s then-current regulations and the City shall approve, deny or condition such application under its standards in effect at that time applicable to similar uses.

Access.

Vehicular Access. Vehicular access to the Project shall be through First Court Alley, North Alley and South Alley, as reflected on the Project Plans.

Emergency Access. Access for Fire Department purposes shall be provided on Living Street entering from Main Street to the east of the Project and on Olympic Plaza entering from Olympic Drive to the north of the Project. Developer shall be permitted to keep removable barriers, as approved by the ARB ,and the Fire Department, in those locations on a day to day basis for the enjoyment of the pedestrians and to keep non-emergency vehicles out; provided, however, that such barriers do not unduly impede or restrict emergency access.

Parking. Parking shall be provided in compliance with Section 2.3(g)(4)(A), and as modified pursuant to Minor Modifications to implement revised Transportation Demand Measures that are approved pursuant to Section 3.2(a), if any. .

Infrastructure Improvements. Developer shall undertake and construct the infrastructure improvements described in Exhibit G-1, including but not limited to those relating to the Olympic Drive extension, traffic signal installations, utilities, North Alley, First Court Alley, Main Street and Ocean Avenue.

Design.

Setbacks. Developer shall maintain the setbacks for the Project as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Code and the setbacks required by this Agreement, the setbacks established by this Agreement shall prevail.

Building Height. The height of the building/s on Site A and B will be measured from the existing elevation on Ocean Avenue sidewalk at 54.9 feet. The height of the building on Site C will be measured from the existing elevation on the Ocean Avenue sidewalk, which shall be 50 feet.

Stepbacks. Developer shall maintain the stepbacks for the Project as set forth on the Project Plans as required in the CCSP Amendments. In the event that any inconsistencies exist between the Zoning Code and the stepbacks required by this Agreement, the stepbacks established by this Agreement shall prevail.

Permitted Projections. Subject to ARB review and approval, parapets on buildings may exceed the Zoning Code standard of 42 inches up to a maximum of 60 inches.

Infrastructure Financing. Upon Developer’s request, the City shall consider establishing a financing district in accordance with the Mello-Roos Community Financing Act of 1982, or equivalent financing provisions authorized by law, for financing the Developer’s obligations to construct public infrastructure improvements in conjunction with the Project.

Exhibit G-1 (additional diagrams to be inserted in final Draft)