City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
Staff recommends that the City Council (the “Council”):
Approve the sale of 12801-12823 Washington Boulevard (the “Property”)
purchased by the Agency with tax increment funds to West Culver Lofts, LLC,
(formerly Urban Equity Partners, LLC) pursuant to Section 33433 of the
California Health and Safety Code by approving the draft City Council Resolution
No. 2006-R_____ (Attachment No. 1); and
Approve Tentative Tract Map No. 65473, TTM P-2005012, subject to the
recommended conditions of approval as outlined in the draft City Council
Resolution No. 2006-R____ (Attachment No. 2); and
Meeting Date: 05/01/06 Item Number: PH-1
AGENDA ITEM: Joint City Council/Redevelopment Agency Public Hearing for
Consideration of the Sale of Property at 12801-12823 Washington Boulevard to
West Culver Lofts, LLC; a Disposition and Development Agreement for the
Construction of Twenty Four (24) Condominium Units and a Tentative Tract Map.
Contact Person/Dept.: CDD
(Planning/Redevelopment)
Joseph Montoya, AICP, Associate Planner
John Fisanotti, Project Manager
Kriss Casanova, Management Analyst
Phone Number:
(310) 253-5736
(310) 253-5767
(310) 253-5769
Fiscal Impact: Yes [X] No [ ] General Fund: Yes [ ] No [ X ]
Public Hearing: [X] Action Item: [X] Attachments: [X]
Public Notification: Notices mailed (03/20/06) and updated (04/03/06) to all property
owners and occupants within a 300 foot radius of the site, extended to the end of the city
block; courtesy notices were mailed to the Downtown Business Association, Culver City
Homeowner Association, Culver City News, Culver City Observer, Culver City Chamber
of Commerce, Planning Commission, City Council, East Culver City Neighborhood
Alliance, Culver City Homeowners Association, City of Los Angeles Public Works and
Planning Departments, individuals listed to receive all notices, various City personnel,
and emailed to the Master Notification List (03/22/06), updated (04/10/06). The site was
posted (03/26/06), updated (04/05/06). Published in the Culver City News (04/13/06),
(04/20/06) and (04/27/06), and a copy of the proposed DDA and Summary Report have
been available at City Hall for public inspection since 04/13/06.
Department Approval:
Susan Evans (04/20/06)
CAO Approval: Jerry B. Fulwood
(04/26/06)
City Controller Approval:
Marlee Chang (04/26/06)City of Culver City, California
City Council Agenda Item Report
Staff recommends that the Culver City Redevelopment Agency (the “Agency”):
Approve a Disposition and Development Agreement (“DDA”) between the
Agency and West Culver Lofts, LLC, (Attachment No. 3) for the sale and
subsequent development of 12801-12823 Washington Boulevard by approving
Draft Agency Resolution No. 2006-A___ (Attachment No. 4); and
Approve the preliminary development plans (Attachment No. 5) for the
construction of twenty four (24) condominium units [twelve (12) live/work and
twelve (12) residential lofts (the “Project”)] to be known as the West Culver Lofts,
and determine that the Project is consistent with the Redevelopment Plan for
Component Area No. 4 of the Culver City Redevelopment Project.
PROCEDURE:
1. A. Mayor requests the Chair to convene the Agency Meeting.
B. Chair convenes the Agency meeting, turns the meeting over to the Mayor
and requests the Mayor to conduct the joint public hearing.
2. Mayor seeks motion from Council to receive and file the affidavits of mailing,
publication and posting of notices, and correspondence received in response to
the public hearing notices.
3. Chair requests a similar motion from the Agency.
4. Mayor calls for a staff report and/or poses questions to staff as desired.
5. Mayor opens the public hearing.
6. Chair inquires of the Agency Secretary whether any correspondence was
received regarding the proposed disposition of real property.
7. Mayor seeks motion to close the City Council public hearing after all audience
testimony has been presented.
8. Chair seeks motion to close the Agency public hearing after all audience
testimony has been presented.
9. Redevelopment Agency discusses the Disposition and Development Agreement,
and arrives at its decisions.
10.City Council discusses the Disposition and Development Agreement, and arrives
at its decisions.
BACKGROUND:
Efforts by the Agency to fight blighting influences in the West Washington Boulevard
area began with the addition of the West Washington area as part of Component
Area No. 4 to the Culver City Redevelopment Project in 1998. Later, a series of
community workshops were held in 2002 to address blighted properties and create City of Culver City, California
City Council Agenda Item Report
catalysts for future development. Accordingly, on November 17, 2003, the Agency
authorized staff to solicit proposals for the development of the Property.
On September 20, 2004, the Agency selected Urban Equity Partners, LLC (the
“Developer”) and entered into a 270-day Exclusive Negotiation Agreement (the
“ENA”) for the development of the Property. The ENA was extended once, for an
additional 90 days. The ENA was a precursor to a Disposition and Development
Agreement. Although the ENA expired, staff continued to work with the Developer to
finalize the terms of the DDA.
Concurrent with the Developer negotiations, staff conducted efforts to acquire the
necessary parcels from the existing owners. Between March 2005 and January
2006, all parcels comprising the 0.55 acre Property were acquired by the Agency.
Existing uses on the Property were a 15-unit motel (The Baldwin Motel), two four-
unit apartment buildings, and three commercial businesses (Mario Bros. Market,
Marv & Mary’s Bar and Cora’s Restaurant).
The Agency has relocated 11 residential tenants and two businesses (the Baldwin
Motel and Mario Bros. Market). Advisory letters were provided to the other two
businesses that closed before the Agency acquired the property. Presently, three of
the four structures have been demolished with the remaining commercial building
expected to be demolished in June or July of 2006.
The execution of the DDA will allow the Developer to acquire the Property and
develop and improve the Property with a newly constructed residential development
consisting of a mixture of live/work units and residential loft units.
Prior to execution of the DDA, the Developer was required to obtain all necessary
entitlements to construct the Project. On February 22, 2006, the Planning
Commission adopted Resolution No. 2006-P005 (Attachment No. 6) conditionally
approving Site Plan Review, SPR P-2005012, and Tentative Tract Map No. 65473,
TTM P-2005014, for the construction of twenty four (24) condominium units [twelve
(12) live/work and twelve (12) residential lofts]. Please refer to the February 22,
2006, Planning Commission Staff Report (Attachment No. 7), and the Draft Minutes
of this meeting (Attachment No. 8) for more detailed project information, including a
locality map and aerial photo.
Pursuant to Section 33433 of the California Health and Safety Code (California
Redevelopment Law), notice of tonight’s public hearing was published in The Culver
City News on April 13, 20, and 27, 2006 (Attachment No. 9). Since April 13, 2006, a
copy of the proposed DDA and Summary Report (Attachment No. 10) has been
available for public review in the Redevelopment Agency’s office.City of Culver City, California
City Council Agenda Item Report
DISCUSSION:
Scope of Development
The Project is a live-work and residential project featuring “loft-style” condominium
dwelling units. The proposed project includes a total of 24 units of residential
condominiums (the “Units”). Of the 24 Units, 12 include a ground floor suite
allocated as work-space facing Washington Boulevard (these 12 Units represent the
live/work units). The estimated gross building area is approximately 38,000 gross
square feet (GSF) constructed in three levels up to 35-feet above grade. Fifty-seven
(57) off-street parking spaces are located within the building’s enclosed first-floor
parking area. The project is consistent with the General Plan Land Use Element
General Corridor land-use designation and meets the development standards of the
redevelopment project overlay zone and mixed-use (CCMC 17.400.065) and
live/work standards (CCMC 17.400.060).
Elimination of Blight
The Agency's objectives in acquiring the Property for redevelopment were to convert
deteriorating and incompatible land uses into one larger parcel to facilitate the
development of the highest and best use for the Property. Due to the physical
limitations of the individual properties, such as limited depth and inadequate parking,
developers expressed little interest in the area. In order to create a feasible, more
economically viable development site, consolidation by the Agency of the entire
block was necessary.
Through a coordinated program of new construction, rehabilitation, and supportive
land uses, the Redevelopment Plan goals and the AB 1290 Implementation Plan
goals of eliminating blight and incompatible land uses will be accomplished by the
Project. The redevelopment of the Property represents the Agency’s first visible
effort that was initiated with the expansion of the Redevelopment Project into the
western extension of Culver City.
Section 200 of the Redevelopment Plan for Component Area No. 4 of the Culver
City Redevelopment Project contains the following statement:
“The overriding objective of this Plan is to provide for the
elimination or alleviation of blighting conditions by providing
needed public improvements, and mitigating the effects of
inadequate or obsolete design, irregularly shaped and
inadequately sized lots, stagnant property values, and
economic maladjustment in the Component Area.” City of Culver City, California
City Council Agenda Item Report
The proposed Preliminary Development Plan, which the Planning Commission
approved as SPR P-2005012, is consistent with the objective statement in the
Redevelopment Plan for Component Area No. 4.
Affordable Housing
As new residential units are constructed in Component Area 4, California
Redevelopment Law requires that the Agency ensure that 15% of the units be
affordable to low- and moderate-income households, and of that amount, at least
40% must be affordable to very-low-income households. The Project as proposed
will only offer the Units at market rate. Staff recommends that the Agency meet its
affordable housing production obligation by other, more cost effective means, off-site
from the Project.
Disposition and Development Agreement (DDA)
The Agency and the Developer have developed plans and negotiated a pending
transaction to convey the Property from the Agency to the Developer. The
Developer will pay $3,000,000 to the Agency to purchase the real property. The
sale price was determined from an appraisal of the Property. The Agency’s
appraiser, Lea & Associates, determined that the value of the cleared site, if
developed as the 24 unit West Culver Lofts project would be $3,000,000. As such,
the Agency is selling the property, without subsidy, at fair market value. The
Agency's costs to implement the proposed DDA include the cost of the acquisition of
the land and improvements (real property), clearance costs, property management
costs (i.e. security, utilities, maintenance), relocation costs, and consultant and/or
staff services required for the acquisition, clearance and development planning
phases. These costs are further detailed in the Summary Report.
A summary of the major terms of the proposed DDA are as follows:
The Developer: To construct the project, the Developer formed West Culver
Lofts, LLC, a single asset LLC. West Culver Lofts is a Delaware limited liability
company.
Schedule of Development: Construction is scheduled to commence July 2006
and should be completed within twelve to eighteen months.
Payment for the sale of the Property from the Agency to the Developer shall be
as follows: Developer shall make an initial payment of $600,000 in escrow and
sign a Note and Deed of Trust in favor of the Agency for the remaining sale price
of $2,400,000. The Agency Loan shall bear interest at the rate of three and City of Culver City, California
City Council Agenda Item Report
one-half percent (3.5%) per annum, compounded annually. The first principal
payment of $300,000 will be due and payable when building permits are issued
by the City for the Project. Thereafter, all payments will be applied first to
outstanding accrued interest, and then to principal. Thereafter, principal
payments of $87,500 plus accrued and outstanding interest shall be made to
Agency upon the close of escrow for the sale of each residential unit.
Tentative Tract Map
The State Subdivision Map Act and Culver City Municipal Code (CCMC), Chapter
15.10, regulate the subdivision of land. Among numerous objectives, the tract map
process allows the City to review the proposed subdivision to ensure necessary
improvements and dedications for streets and parkland requirements are provided.
The process also ensures the reservation of required easements and assures those
easements are maintained. The Engineering Division of the Public Works
Department has reviewed the proposed subdivision and found it to be in compliance
with all applicable State and local regulations.
The Planning Commission has conditionally approved and recommends that the City
Council approve the tentative tract map based on the findings pursuant to CCMC
Section 15.10.265, Findings, as outlined in Planning Commission Resolution No.
2006-P005 and draft City Council Resolution No. 2006-R____ (Attachment No. 2).
CCMC Section 15.10.755 requires the developer of condominiums to dedicate
parkland or pay a fee in-lieu thereof. Because there is no parkland proposed as part
of the Project, the in-lieu fee is required. Under CCMC Section 15.10.765, the
parkland fee is based on a formula designed to provide three (3) acres of parkland
property for each one thousand (1,000) persons and based on density and land
value factors.
The in-lieu parkland dedication fee shall be based on the fair market value of
providing 0.144 acres (6,273 square feet) of parkland as determined by a written
appraisal report of the land value, approved by the City and dated no more than six
(6) months prior to payment of the in-lieu fee for the twenty four (24) condominium
units. Final calculations will be based upon the required appraisal.
To implement the CCMC and stated policies regarding the in-lieu fee, staff is
recommending that the City Council impose the applicable condition on its approval
of the tentative tract map. The condition is included in the draft City Council
Resolution (Attachment No. 2).
Environmental DeterminationCity of Culver City, California
City Council Agenda Item Report
Pursuant to the California Environmental Quality Act (CEQA) (California Public
Resources Code Section 21000 et seq.: "CEQA"), the State CEQA Guidelines (Title
14, California Code of Regulations Section 15000 et seq.), and procedures adopted
by the City and the Agency relating to environmental evaluation of public and private
projects, the Planning Division completed an Initial Study and filed a Mitigated
Negative Declaration (MND) which identifies and analyzes the potential
environmental impacts associated with the Project. The Planning Commission (as
the Lead Agency) found that the Project would not result in significant adverse
environmental impacts provided certain mitigations are incorporated, and adopted
the MND February 22, 2006. The MND containing the Initial Study and mitigation
measures is included in the February 22, 2006, Planning Commission staff report.
No additional environmental analysis is required under CEQA.
FISCAL ANALYSIS
Redevelopment of the Property is intended to enhance the area by removing
blighted property and to act as a catalyst to stimulate private development to the
area. The proposed DDA requires the Agency to sell the Property to the Developer
for the near-term development of the Project. The Agency costs are estimated at
$4,237,321 and the Agency revenues (the sum of the land sales proceeds from the
Developer and rent from tenants) are estimated at $3,026,547. The resulting net
Agency costs total $1,210,774. The proposed Agreement implements the goals of
the Redevelopment Plan for Component Area No. 4 by facilitating the appropriate
redevelopment of underutilized sites with a residential live-work project.
ATTACHMENTS:
1. Draft City Council Resolution No 2006-R____ approving the Sale of the Property.
2. Tentative Tract Map No. 65473 file dated February 13, 2006.
3. Draft City Council Resolution No. 2006-R____ approving Tentative Tract Map
No. 65473, TTM P-2005014.
4. Proposed Disposition and Development Agreement By and Between the Agency
and West Culver Lofts, LLC (with 14 Attachments).
5. Draft Agency Resolution No 2006-A____ approving the Disposition and
Development Agreement.
6. Preliminary Development Plans.
7. February 22, 2006, Planning Commission Resolution No. 2006-P005.
8. February 22, 2006, Planning Commission staff report.
9. Draft Minutes Excerpt from February 22, 2006, Planning Commission Meeting.
10.Public Hearing Notice.
11.Summary Report Pursuant to Section 33433.City of Culver City, California
City Council Agenda Item Report
MOTION:
That the Culver City City Council:
1. Adopt Resolution No. 2006-R__approving the sale of 12801-12823
Washington Boulevard purchased by the Culver City Redevelopment
Agency with tax increment funds to West Culver Lofts, LLC (formerly Urban
Equity Partners, LLC) pursuant to Section 33433 of the California Health
and Safety Code; and
2. Adopt Resolution No. 2006-R__ approving Tentative Tract Map No. 65473,
TTM P-2005014, subject to the recommended conditions of approval as
outlined herein.
And that the Culver City Redevelopment Agency:
1. Adopt Resolution No. 2006-A__ to approve a Disposition and Development
Agreement between the Culver City Redevelopment Agency and West
Culver Lofts, LLC for the sale and subsequent development of 12801-12823
Washington Boulevard; and
2. Determine that the Preliminary Development Plans for the Construction of
Twenty Four (24) Condominium Units [Twelve (12) Live/Work and Twelve
(12) Residential Lofts] to be located at 12801-12823 Washington Boulevard
are consistent with the Redevelopment Plan for Component Area No. 4 of
the Culver City Redevelopment Project.
MEETING DATE 05/01/06
AGENDA ITEM Joint City Council/Redevelopment Agency Public Hearing
for Consideration of the Sale of Property at 12801-12823
Washington BoureVard to West Culver Lofts, LLC, a
Disposition and Development Agreement for the
Construction of Twenty Four (24) Condominium Units, and
a Tentative Tract Map
ATTACHMENTS
tam
1-2|109| Draft City Council Resolution No 2006-R approving
the Sale of the Property|109| Tentative Tract Map No 65473 file dated February 13,
2006 3|109| Draft City Council Resolution No 2006-R approving
4-7 Tentative Tract Map No 65473, TTM P-2005014|109| Proposed Disposition and Development Agreement By
and Between the Agency and West Culver Lofts, LLC
(with 15 Attachments)
8-224|109| Draft Agency Resolution No 2006-A approving the
Disposition and Development Agreement 225-227|109| Preliminary Development Plans 228-237|109| February 22, 2006, Planning Commission Resolution No
2006-P005 238-260|109| February 22, 2006, Planning Commission staff report 261-315|10 9| Draft Minutes Excerpt from February 22, 2006 Planning
Commission Meeting 316-324
10 Public Hearing Notice 325
11 Summary Report Pursuant to Section 33433 326-328ATM-CI-OE-NT
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(Jam)
RESOLUTION NO 2006-R
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CULVER CITY, CALIFORNIA, APPROVING THE SALE OF
REAL PROPERTY BY THE CULVER CITY REDEVELOPMENT
AGENCY PURSUANT TO THAT CERTAIN DISPOSITION AND
DEVELOPMENT AGREEMENT BY AND BETWEEN THE
CULVER CITY REDEVELOPMENT AGENCY AND WEST
CULVER LOFTS, LLC
WHEREAS, the Culver City Redevelopment Agency ("Agency") is engaged in
activities necessary to execute and implement the Redevelopment Plan for the West
Washington area of component Area No 4 of the Culver City Redevelopment Project
("Redevelopment Project Area"), and
WHEREAS, in order to implement the Redevelopment Plan for the
Redevelopment Project Area, the Agency proposes to sell the real property, compnsed of
four (4) parcels (the "Property") located at 12803 — 12823 West Washington Boulevard
known as Assessors Parcel Numbers 4236-021-007, 4236-021-008, 4236-021-009, and
4236-021-010, pursuant to the terms and provisions of a certain Disposition and
Development Agreement ("Agreement") by and between the Agency and West Culver
Lofts, LLC ("Developer"), and
WHEREAS,
the proposed Agreement contains all the provisions, terms,
conditions and obligations required by State and local law, and
WHEREAS, the
Agency has prepared, and the City Council has reviewed
and considered, a summary report setting forth the cost of the Agreement to the Agency
and including the sale of the Property to the Developer and has made said summary report
available for public inspection in accordance with Section 33433 of the California
Community Redevelopment Law (Health and Safety Code Sections 33000 of seq ), and(jam)
WHEREAS, pursuant to provisions of California Community Redevelopment
Law, the Agency and the City Council have noticed and held a duly noticed joint public
hearing on the proposed Project and on the proposed Agreement, and
WHEREAS, in accordance with the California Environmental Quality Act
(California Public ResOurces Code Section 21000 et seq "CEQA"), the State CEQA
Guidelines (Title 14, California Code of Regulations Section 15000 et seq ), and
procedures adopted by the City and the Agency relating to environmental evaluation of
public and private projects, the City Planning Commission adopted a Mitigated Negative
Declaration on February 22, 2006 which identifies and analyzes the potential
environmental impacts associated with the proposed development, and
WHEREAS, the City Council has considered all terms and conditions of the
proposed Agreement, and has determined that the sale of the Property pursuant to the
proposed Agreement is in the best interests of the City and in accord with the public
purposes and provisions of applicable State and local laws
NOW, THEREFORE, the City Council of the City of Culver City, California,
DOES HEREBY RESOLVE as follows
1 The City Council hereby finds and determines that the Agency's
Agreement to sell the Property pursuant to the Agreement will assist in effectuating the
purposes of the Redevelopment Plan for the reasons set forth in the summary report
2 The City Council hereby finds and determines that the sale will assist
in the elimination of blight and that the consideration to be paid by the Developers in
accordance with the terms and provisions of the Agreement is not less than the fair market
values of the Property
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3 The City Council hereby finds that the sale of the Property pursuant to
the Agreement complies with the Implementation Plan adopted for this Redevelopment
Project Area pursuant to Section 33490 of the California Health and Safety Code
4 The City Council hereby finds and determines that the Mitigated
Negative Declaration adopted by the Planning Commission on February 22, 2006 satisfies
the requirements under CEQA and that no additional environmental analysis is required in
connection with the proposed sale and development of the Property|109| The City Clerk shall certify to the passage and adoption of this
resolution and the same shall thereupon take effect and be in force
APPROVED and ADOPTED this day of 2006
, MAYOR
City of Culver City, California
ATTEST APPROVED AS TO FORM
CAROL A CH City Attorney
A06-00211
CHRISTOPHER ARMENTA, City Clerk
27
2a
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(Jam)NCIL OF THE
APPROVING
4til"TM P-2005014
FOUR (24)
ELVE (12)
TIAL LOFT]
Ut,EVARD IN
OMMERCIAL
VELOPMENT
ATTACHMENT 3
RESOLUTION NO 200$R
A RESOLUTION OF THE
CITY OF CULVER colTY, OAL
TENTATIVE TRA
FOR THE CONS
CONDOMINIUM
LIVE/WORK AND :1W
AT 12801 — 1282$
GENERAL CO
SETBACK OVERLAY
PROJECT AREA AREA OVERLAY
WHEREAS, on FebiU;iy 22, 2006, the Planning Commission, after
conducting a duly noticed public hearing, fully considering the application, plans, staff
reports, environmental information and all testimony presented, adopted Resolution No
2006-P005, conditionally approving Site Pan fkevIew, SPR P-2005012, and Tentative
Tract Map No 65473, TTM P41305O.14, alloWmg the construction of twenty four (24)
condominium units e, twelve (12) livehvokOcidlwelve (12) residential lofts] at 12801
— 12823 Washington Boulevard, ,,dest;ribed as,Lots
58 through 63 of Tract No 5951, in
the General Commercial #;:G), Commode! . Setback Overlay (CSO) and
Redevelopment Project Area Overlay (RP) Zonitivand
WHEREAS, in accordance with theCallfomia Environmental Quality Act,
and pursuant to an Initial Study, the PlanningI COMMission found that the project would
not result in significant adverse environme4/161 impacts and, after considenng the
documents, public comments, and the ref)* datetrnined that a Mitigated Negative
Declaration finding was appropnate for the:walOct provided certain mitigations are
incorporated
WHEREAS, on May 1, 20O6„ the ,,gly Council, after considenng the
project based upon the Initial Study, Mitigetedfiegetive Declaration, public comments,
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28and finding that the project will not have a significant adverse impact on the
environment, hereby adopts the Mitigated Negative Declaration, and
WHEREAS, following conclusion of the public discussion and thorough
deliberation of the subject matter, the City Council sustained the Planning
Commission's determination of approval of Tentative Tract Map No 65473, TIM
P-2005014, subject to Conditions of Approval stated herein below
NOW, THEREFORE, the City Council of the City of Culver City, California,
DOES HEREBY RESOLVE as follows
1 That pursuant to the foregoing recitations and the provisions of
Culver City Municipal Code (CCMC) Title 15, Section 15 10265, required findings for a
Tentative Tract Map, and subject to the Conditions of Approval provided below, the
following findings are hereby made
A. The proposed map is consistent with the General Plan
The proposed tentative tract map is consistent with the General Plan Land Use
and Housing Elements in that the proposed twenty four (24) condominium units
will provide new residential and live/work opportunities within a small-scale
development on an underdeveloped lot
B The design of the proposed subdivision is consistent with the General
Plan
The design of the proposed subdivision is consistent with the General Plan Land
Use Element in that the proposed live/work development is consistent with the
objectives of the General Plan General Comdor land use designation that
encourages live/work opportunities
C The site is physically suitable for the type of development
The site is physically suitable for the proposed live/work development in that the
project complies with all zoning standards The proposed structure has met all
applicable setback, height and parking requirements
D The site is physically suitable for the proposed density of development
The site is physically suitable for the proposed twenty four (24) live/work unit
density of the project, in that the CG, CSO and RP zones permit the proposed
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28residential density and all applicable setback, height and parking requirements
will be met
E The design of the subdivision is not likely to cause substantial
environmental damage or substantially and avoidably injure fish or wildlife
or their habitat
The proposed tentative tract map subdivision and the onsite and offsite
improvements will not cause any known environmental damage and will not
damage any fish and/or wildlife habitats because such fish and/or wildlife
habitats do not exist on or near the site
F The design of the subdivision is not likely to cause serious public health
problems
The proposed tentative tract map subdivision and the onsite and offsite
improvements will not cause any known senous public health problems because
all applicable zoning code development standards will have been met, and the
applicant is required to meet all of the conditions of approval that the reviewing
agencies of the City, such as Fire, Planning, Building and Safety, and
Engineenng have recommended for the project
G The design of the subdivision will not conflict with easements, acquired by
the public at large, for access through or use of, property within the
proposed subdivision
The proposed tentative tract map subdivision and the onsite and offsite
improvements will not conflict with any existing and/or proposed easements
2 Pursuant to the foregoing recitations and findings, the City Council
of the City of Culver City, California, hereby approves Tentative Tract Map No 65473,
TTM P-2005014, subject to the following conditions
A All conditions contained in Planning Commission Resolution No 2006-P005,
pertaining to Tentative Tract Map No 65473, TTM P-2005014
B This approval shall not become effective until the City Council and
Redevelopment Agency have approved the project as more fully descnbed in
Site Plan Review, SPR P-2005012, and as conditioned in Planning Commission
Resolution No 2006-P005
C Each unit that is to have separate ownership shall have separate utilities
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28D Prior to approval of the Final Map, the subdivider shall pay to the City the
prescnbed in-lieu parkland fee based on the fair market value of 0 144 acres
(6,273 square feet) as determined by a written appraisal report, approved by the
City and dated no more than six (6) months prior to payment of the in-lieu fee for
the twenty four (24) condominium units The subdivider shall furnish a letter of
credit or other form of secunty, as approved by the City Attorney, to guarantee
payment of the required in-lieu parkland fee within one (1) year after the date of
approval of the Final Tract Map, and guaranteeing the payment of all interest
which accrues if the fee is not paid within the one (1) year penod, provided that a
partial in-lieu parkland fee payment based on the fair market value of 261 375
square feet per unit shall be made to the City out of the escrow upon the sale of
any unit which may occur within the one (1) year penod described herein
APPROVED and ADOPTED this day of , 2006
ALBERT VERA, MAYOR
City of Culver City, California
ATTEST APPROVED AS TO FORM
CHRISTOPHER ARMENTA, CAROL A SCHWAB,
City Clerk City Attorney
A06-00154
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28ATTACHMENT NO 4
DISPOSITION AND DEVELOPMENT AGREEMENT
(WEST CULVER LOFTS)
By and Between the
CULVER CITY REDEVELOPMENT AGENCY
and
WEST CULVER LOFTS, LLC, a Delaware limited hability
companyTABLE OF CONTENTS
100 DEFINITIONS 2
101 Definitions 2
102 Singular and Plural Terms 10
103 Accounting Principles 10
104 References and Other Terms 10
105 Attachments Incorporated 10
200 SUB,TECT OF AGREEMENT 11
201 , Purpose of the Agreement 11
202 The Redevelopment Plan 11
203 The Project Area 11
204 The Site 11
205 Parties to the Agreement 12
205 1 The Agency 12
205 2 The Developer 12
206 Prohibition Against Change in Ownership, Management and Control of Developer
12
206 1 Prohibition 12
2062 . Change of Ownership, Transfer to a New Developer Entity 13
206 3 Permitted Transfers 13
206 4Request for Transfer or Change of Control, Approval 14
207 Third Party Beneficiaries 14
208 Representations and Warranties 14
208 1 Agency's Representations 14
208 2 Developer's Representations 16
300 DISPOSITION OF THE SITE
17
301 Sale and Purchase
17
i01 1 Sale and Purchase of the Site; Purchase Price
17
301.2 Developer Down Payment
18
301 3 Agency Loan, Promissory Note, Deed of Trust, Subordination
18
302 Escrow
19
302 1 Escrow Instructions
19
302 2 Costs of Escrow
19
302 3 General Provisions Applicable to Escrow Agent
20
302 4 Authority of Escrow Agent
21
302 5 Termination of Escrow
22
302,6 Closing of Escrow
22
302 7 Closing Procedure
23
303 Conditions Precedent to Conveyance
24
303 1 Agency's Conditions
24
303 2 Developer's Conditions
25
304 Form of Deed
27
305 Time For and Place of Delivery of Deed
27
306 Condition of Title
27
307 Title Insurance
28
West Culver Lofts DDA 041706TABLE OF CONTENTS
400
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
323
401
402
403
404
405
406
407
408
409
410
411
412
413
414
Insurance
308 1 General Requirements
308 2 Endorsements
308 3 Deductible and Self-Insured Retention
308 4 Evidence of Insurance
308 5 Failure to Maintain Coverage
308 6 Insurance for Contractors and Subcontractors
Taxes and Assessments
Occupants of the Site
Zoning of the Site
Condition of the Site, Release of Agency
Prehmmaiy Work by the Developer
Evidence of Financing
28
28
29
30
30
30
31
31
31
31
31
32
33
34
34
34
34
35
35
36
36
37
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38
38
39
39
40
40
41
41
41
42
44
44
45
45
45
46
46
46
46
47
48
Relocation
Intentionally Omitted
Real Estate Commissions
Demolition and Remediation of the Site
Developer Responsibilities after Closmg
Required Disclosures after Closing
Taxes and Assessments
Agency Rights of Entry
Indemnification
DEVELOPMENT OF THE SITE
Preparation of Condominium Subdivision Map
Design Review
402 1 Review and Approval
402 2 Standards for Approval
402 3 Consultation and Coordination
402 4 Revisions
402 5 Defects in Plans
Permits
Schedule of Performance
Cost of Construction
Construction Budget, Construction Loan
Construction Contract
Rights of Access
Compliance with Laws
Nondiscrimination in Employment
Levies and Attachments on Site
Mechanics Liens and Stop Notices
Compliance with Labor Laws
Financing of the Improvements
414 1No Encumbrances Except Mortgages and Deeds of Trust
414 2 Holder Not Obligated to Construct Improvements
414 3 Default Notice to Mortgagee or Deed of Trust Holders, Right to Cure
414 4Failure of Holder to Complete Improvements
West Culver lofts DDA 041106
11 /TABLE OF CONTENTS
415
416
417
414 5 Right of Agency to Cure Mortgage or Deed of Trust Default
Release of Construction Covenants
Bodily Injury and Property Damage Indemnification
Indemnification
49
49
50
50
500 COVENANTS AND RESTRICTIONS 51
501 Covenant Regarding Specific Uses 51
502 Covenants Regarding Maintenance 52
503 Covenants Regardmg Redevelopment Plan, Nondiscnmination 53
504 Effect of Violation of this Agreement After Completion of Construction 54
600 DEVELOPER SALE OF UNITS AND OTHER COVENANTS We 55
601 Formation of HOA, Recordation of HOA CC&Rs 55
602 Intentionally Omitted 55
603 Release of Units for Sale 55
604 Conditions Precedent to Developer's Sale of the Units 56
605 Disclosures to Home Buyers 57
606 Recordation of Declarations 57
700 DEFAULTS, REMEDIES AND TERMINATION 57
701 Defaults - General 57
702 Institution of Legal Actions 59
703 Termmation by Developer Pnor to Conveyance 59
704 Termination by the Agency Prior to Conveyance 59
705 Applicable Law 60
706 Acceptance of Service of Process 60
707 Rights and Remedies Are Cumulative 61
708 Damages 61
709 Consequential Damages 61
710 Specific Performance 61
711 Inaction Not a Waiver of Default 62
712 Attorneys' Fees 62
713 Right of Reverter 62
800 GENERAL PROVISIONS 64
801 Notices, Demands and Communications Between the Parties 64
802 Subordination of Indebtedness and Agency and City 64
803 Conflicts of Interest 65
804 Warranty Against Payment of Consideration for Agreement 65
805 Nonhabihty of Officials and Employees 65
806 Enforced Delay; Extension of Times of Performance 65
807 Inspection of Books and Records 66
808 Plans and Data 66
809 Approval by Agency and Developer 66
810 Relationship Between Agency and Developer 67
811 Real Estate Brokerage Commission 67
812 Computation of Time 67
West Culver Lofts DDA 041706
111
If12.
llr
TABLE OF CONTENTS
813 Legal Advice
67
814 Tune of Essence
67
815 Disclosure Authorization
68
816 Administration
68
817 Mutual Cooperation
68
818 Ground Breaking and Grand Openings
68
819 Estoppel Letters
68
820 Counterparts
69
821 Entire Agreement, Waivers and Amendments
69
822 Time for Acceptance of Agreement by Agency
69
West Culver Lofts DDA 041706ATTACHMENTS
ATTACHMENT NO 1
ATTACHMENT NO 2
ATTACHMENT NO 3
ATTACHMENT NO 4
ATTACHMENT NO 5
ATTACHMENT NO 6
ATTACHMENT NO 7
ATTACHMENT NO 8
ATTACHMENT NO 9
ATTACHMENT NO 10
ATTACHMENT NO 11
ATTACHMENT NO 12
ATTACHMENT NO 13
ATTACHMENT NO 14
SITE MAP
LEGAL DESCRIPTION
PROMISSORY NOTE SECURED BY DEED OF TRUST
GRANT DEED
DEED OF TRUST
SCHEDULE OF PERFORMANCE
SCOPE OF DEVELOPMENT
RELEASE OF CONSTRUCTION COVENANTS
DECLARATION OF COVENANTS, CONDITIONS,
AND RESTRICTIONS (RESIDENTIAL UNITS)
DECLARATION OF COVENANTS, CONDITIONS,
AND RESTRICTIONS (LIVE/WORK UNITS)
DECLARATION OF COVENANTS, CONDITIONS,
AND RESTRICTIONS (DEVELOPER)
ASSIGNMENT OF PLANS, REPORTS AND DATA
INTERCREDrTOR AGREEMENT
SUBORDINATION AGREEMENT
[
West Culver Lofts DDA 041706
1
13DISPOSITION AND DEVELOPMENT AGREEMENT
(WEST CULVER LOFTS)
This DISPOSITION AND DEVELOPMENT AGREEMENT (WEST CULVER
LOFTS) (this "Agreement"), dated as of 2006, is entered by and between the
CULVER CITY REDEVELOPMENT AGENCY, a public body corporate and politic (the
"Agency"), and WEST CULVER LOFTS, LLC, a Delaware limited liability company (the
"Developer")
RECITALS
The following recitals are a substantive part of this Agreement All capitalized terms set
forth IA the recitals shall have the meanings ascribed to such terms in Section 101 hereof
A. The purpose of this Agreement is to effectuate the California Community
Rederilopmfart Law, Health and Safety Code Section 33000, et seq (the "Act") by providing for
the t and development of property with construction of a mixed use complex as
Provided and to Implement the Redevelopment Plan approved and adopted by the
City Ciro* of the City of Culver City on November 23, 1998 by Ordinance No 98-015 and
rimendikt an January 12, 2004 (the "Redevelopment Plan")
B The Agency is a redevelopment agency duly established by action of the City
Council of the City of Culver City and exercising governmental functions and powers Pursuant
to ChaiKer 2 of the Act and engaging in activities to improve areas within the Redevelopment
Plan area.
C Agency owns fee title to certain real property located at 12823 West Washington
Boulevard ("Parcel A"), 12813 West Washington Boulevard ("Parcel B"), 12811 West
Washington Boulevard ("Parcel C") and 12803-07 West Washington Boulevard ("Parcel D")
Parcels A, B, C and D are collectively referred to herein as the "Site" The Site is botrided by
M
e* Stied on the east and Moore Street to the west m the City of Culver City and Wdepicted
on the Abe Map (Attachment No 1 hereto) and more particularly described in the Legal
Desertion (Attachment No 2 hereto) The Site is commonly known as the odd numbered
addresses from 12803 to 12823 West Washington Boulevard in the City of Culver City,
Califinnia
13 On September 23, 2004, the Parties entered into that certain Exclusive
Negotiation Agreement with respect to the Site Subsequently thereto, the parties entered into
that certain First Amendment to Exclusive Negotiation Agreement dated solely for reference
purposei June 30, 2005 (as amended, the "ENA")
Developer desires to acquire the Site, and develop and improve the Site with a
newly constructed residential development consisting of a mixture of live/work units and
residential loft units (twelve (12) live/work units and twelve (12) residential units), at least fifty-
seven ($I) above-ground parking spaces, storage, utilities and trash enclosures, and ancillary
mapinvelnerits (collectively, the "Project") Because the Project is the first project to be
constructed under Chapters 17 400 060 and 17 400 065 of the Culver City Municipal Code
(collectively, the "Mixed Use Ordinances"), addressing development standards for live/workunits and mixed use developments, respectfully, the Agency is particularly interested in the
Live/Work Umts being sold, occupied and used as live/work units m accordance with the Mixed
Use Ordinances for so long as the Site is subject to the zoning restrictions and other restrictions
imposed upon the Site by the aforementioned ordinances Accordingly, Developer has agreed to
market and hold for sale the Lave/Work Umts in accordance with the terms and conditions of this
Agreement and the Mixed Use Ordinances
F The Site is located within the geographical area of the Redevelopment Plan for
the Culver City Redevelopment Project, Component Area 4 (the "Project Area") The proposed
Project complies with and furthers the goals and objectives of the Redevelopment Plan
G Except as provided m the ENA, Agency is responsible for the acquisition and
assembly of the Site and relocation of displaced persons, if any, from the Site at no cost or
expense to Developer
H By this Agreement, and subject to the terms and conditions herein, (i) the Agency
agrees to convey to Developer, and Developer agrees to purchase from Agency, the Site, and (11)
the Developer agrees to complete the Project and record certain covenants and restrictions
against the Site to assure that the live/work units continue to be occupied and used as live/work
umts as hereinafter provided
I Agency's disposition of the Site and Developer's construction of the Project
pursuant to the terms of this Agreement are in the vital and best mterest of Agency, the City of
Culver City and the health, safety, and welfare of its residents, and m accordance with the public
purposes and previsions of applicable federal, state and local laws and requirements under which
the redevelopment of Redevelopment Plan area has been undertaken
NOW, THEREFORE, Agency and Developer hereby agree as follows
100 DEFINITIONS
101 Definitions
The following terms as used in this Agreement shall have the meanings given unless
expressly provided to the contrary
"Act" is defined in Recital A
"Agency" means the Culver City Redevelopment Agency, a public body,
corporate and politic, exercising governmental functions and powers and organized and existing
separate and distinct from the City under Chapter 2 of the Community Redevelopment Law of
the State of California, and any assignee of or successor to its rights, powers and responsibilities
"Agency Loan" is defined in Section 301 3
"Agency Loan Documents" means, collectively, this Agreement, the Promissory
Note, the Deed of Trust, the Assignment of Plans, Reports and Data, the Developer Declaration,
west culver Lofts DDA 041706 - 2 -
Is-and any and all other agreements entered into by and between the Agency and Developer to
effect the purposes of the foregoing
"Agency's Conditions Precedent to Closing" is defined m Section 303 1
"Agreement" means this Disposition and Development Agreement between
Agency and Developer, as may be amended from time to time by the mutual written consent of
the Parties, and the agreements required hereby and entered into concurrently herewith
substantially in the form of Attachment Nos 1 through 14 hereto, winch are incorporated herein
by this reference
"ALTA Policy" is defined m Section 307
"Assignment of Plans, Reports and Data" means an assignment signed by
Developer and delivered to Agency substantially in the form of Attachment No 12 heretci
"Assistant Executive Director" means the Assistant Executive Director of the
Agency or* designee
"Change of Control" is defined in Section 206 1
"CID Law" is defined in Section 601
"City" means the city of Culver City, a public body, corporate and politic
"Closing" is defined in Section 302 6
"CLTA Policy" is defined in Section 307
"Construction Contract" is defined in Section 314(c)
"Construction Loan" is defined m Section 314(a)
"Construction Lender" means the Institutional Lender making the Construction
Loan to Developer for construction of the Improvements and other costs of acquisition and
development of the Site
"Conveyance" is defined m Section 301 1
"Declaration" or "Declaration of Covenants, Conditions, and Restrictions"
means, collectively, that certain Declaration of Covenants, Conditions, and Restrictions
(Residential Units) and that certain Declaration of Covenants, Conditions, and Restrictions
(Live/Work Units) providing for, among other things, the maintenance of the Project and
restrictions on the use of certain Units, which will be recorded against the Site upon the
conveyance of the Units to Qualified Buyers in accordance with Section 603(1) hereof,
substantially in the form attached hereto as Attachment Nos 9 and 10, respectively
"Deed of Trust" means the deed of trust to be delivered by Developer on or prior
to the date of the Conveyance substantially in the form of Attachment No 5
West Culver 1cds DDA 041706
3
6,"Default" means the failure of a Party to perform any action or covenant required
by this Agreement within the time penods provided therein followmg notice and opportunity to
cure, as set forth in Section 701
"Developer" means West Culver Lofts, LLC, a Delaware limited liability
company, and any permitted assignees
"Developer Declaration" means that certain Declaration of Covenants,
Conditions, and Restrictions (Developer) providing for, among other things, the obligation to
construct the Project, the maintenance of the Project, and restrictions on the use of certain Units,
which will be 'recorded against the Site upon the Conveyance in accordance with Section
303 1(b) hereof substantially m the form attached hereto as Attachment No 11
"Developer Down Payment" means the down payment for the purchase of the
Site described in Section 301 2
"Developer's Conditions Precedent to Closing" is defined in Section 303 2
hereof
"El/fictive Date" means the date upon which this Agreement shall have been
signed by Agency
"Environmental Laws" means, as amended from tune to time, (i) Sections 25115,
25117, 25122.7 or 25140 of the California Health and Safety Cod, Division 20, Chapter 65
tis Waste Control Law)), (u) Section 25316 of the California Health and Safety Code,
Dáio 20, Chapter 68 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (m)
Section/5501 of the California Health and Safety Code, Division 20, - Chapter 695 (Hazardous
Materials ROeiiiie Response Plans and Inventory), (iv) Section 25281 of the California Health
and Safety code. Division 20, Chapter 6 7 (Underground Storage of Hazardous Substances), (v)
Article 9 or Article 11 of Title 22 of the California Administrative Code, Division 4 0 Chapter 20,
(vi) Section 311 of the Clean Water Act (33 U S C Sec 1317), (vu) Section 1004 of the
Resource Copservation and Recovery Act, 42 U S C Sec 6901 et seq (42 U S C Sec.6903) or
(viii) Section 101 of the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U S C Sec 6901 et seq
"Environmental Reports" means the following reports with respect to the Site
1 Phase 1 Environmental Site Assessment for 12803 West Washington
Boulevard, Culver City, California dated October 11, 2004 prepared by
Smith-Emery GeoServices
2 Phase 11 Environmental Site Assessment for 12807 Washington
Boulevard, Culver City, California dated November 23, 2005 prepared by
Smith-Emery GeoServices
Weet Culver Lofts DDA 041706 . 4
173 Phase I Environmental Site Assessment for 12811 West Washington
Boulevard, Culver City, California dated October 11, 2004 prepared by
Smith-Emery GeoServices
4 Bulk Sample Analysis for 12811 Washington Boulevard, Culver City
dated February 17, 2006 prepared by CTL Environmental Services
5 Phase I Environmental Site Assessment for 12813 and 12823 West
Washington Boulevard, Culver City, California dated October 8, 2004
prepared by Smith-Emery GeoServices
6 Asbestos Inspection Report for 12823/12813 West Washington Boulevard,
Culver City, California dated September 6, 2005 prepared by Executive
Environmental Services Corporation
7 Asbestos Abatement Project Record for 12823 Washington Boulevard,
Culver City, California dated December 5, 2005 prepared by CTL
Environmental Services
"Escrow" means the escrow for the Conveyance to be established pursuant to
Section 302 1
"Escrow Agent" means the escrow agent of the Escrow Company for the
Conveyance as set forth m Section 302 1
"Escrow Company" means First American Title Insurance Company acting out of
its Glendale, Cahforma office located at 520 North Central Avenue, Glendale, California, 91203
or such other escrow company as may be agreed to by the Parties
"Escrow Costs" is defined m Section 302 2
"Event of Default" is defined in Section 701
"Evidence of Financing" is defined in Section 314
"General Contractor" is defined in Section 407
"Governmental Requirements" means all laws, ordinances, statutes, codes, rules,
orders, decrees, requirements, resolutions, policy statements and regulations (including, without
limitation, those relating to land use, subdivision, zoning, the environment, labor relations,
prevailing wage, notification of sale to employees, Hazardous Matenals, occupational health and
safety, water, earthquake hazard reduction and building and fire codes, and includmg all
Environmental Lath and Labor Laws) of the United States, the State of California, the County of
Los Angeles, the City and of any other political subdivision, agency or instrumentality exercismg
jurisdiction over the Agency, the Developer or the Site
West Culver Lofts DDA 041706
- 5 -
044, harit.
iucataik. 4Lf —"Grant Deed" means the grant deed by which Agency will convey the Site to
Developer substantially in the form attached as Attachment No 4
"Hazardous Materials" means any substance, matenal, or waste which is or
becomes regulated by any local governmental authonty, the State of Cahforma, or the United
States Government, including, but not limited to, any matenal or substance which is (i) defined
as a "hazardous waste", "acutely hazardous waste", "extremely hazardous waste", or "restricted
hazardous waste" under Section 25115, 25117 or 25122 7, or listed pursuant to Section 25140 of
the California Health and Safety Code, Division 20, Chapter 65 (Hazardous Waste Control
Law), (ii) defined as a "hazardous substance" under Section 25316 of the Cahfbnua
Health and
Safety Code, Division 20, Chapter 68 (Carpenter-Presley-Tanner Hazardous Substance Account
Act), Oh)
as a "hazardous material", "hazardous substance", or "hazardous waste" under
Secgloe05 i t
of the California Health and Safety Code, Division 20, Chapter 695 (Hazardous
Mated* protease Response Plans and Inventory), (iv) defined as a "hazardous substance" under
Section 215281 of the California Health and Safety Code, Division 20, Chapter 67 (Underground
Storage
Hazardous
Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls,
• ted udder Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to
* 11 of
Title 22 of the California Code of Regulations, Chapter 20, (ix) designated as
isiztuipUs stibstances" pursuant to Section 311 of the Clean Water Act (33 U S C Section
1117), (20 defined as a "hazardous waste" pursuant to Section 1004 of the Resource
.nserVa#On and
Recovery Act, 42 U S C Section 6901 et seq (42 U S C Section 6903), (xi)
atel
liateardous substances" pursuant to Section 101 of the Comprehensive Environmental
Resporis0 FoniPensation, and Liability Act, 42 U S C Section 9601 et seq. (xn) methyl-tert
btityl etlwcor OW any other substance, whether in the form of a solid, liquid, gas or any other
form whateoilice, which by any Governmental Requirements either requires special handling m
its use, transportation, generation, collection, storage, handlmg, treatment or disposal, or is
defined as "hazardous" or harmful to human health or the environment
"110A" means the homeowners' association for the Units constructed on the Site
'MA Catlits" means the covenants, conditions and restrictions recorded m
connection with the formation of the HOA, as such CC&Rs may be amended from time to time
"Hazardous Materials Activity" means any actual, proposed or threatened
storage, holding, existence or suspected existence, release or suspected release, emission,
discharge, generation, processing, abatement, removal, disposition, treatment, handling or
transportation of any Hazardous Materials from, under, mto, on, above, or across the Site or
Surrounding property or any other use of or operation on the Site or the surrounding property that
creates a risk of Hazardous Materials contamination of the Site and is in violation of applicable
Environmental Laws
"Improvements" means the improvements to be constructed by Developer upon
the Site and all approvals and permits required for completion of the Improvements, all as more
particularly descnbed in the Scope of Development The "Improvements" shall generally consist
of the constniction of a mixed use (residential and live/work) development consisting of (i)
twelve (12) hire/work units and twelve (12) residential loft units with an aggregate of not less
than approximately 38,067 square feet of gross buildable area, mcludmg common area, and (n)
West Culver Lofts DDA 041706
6
ici
sia 1447,
2 4, irbi .1, 01.ancillary improvements mcludmg, without limitation, at least fifty seven (57) ground level
parking spaces, storage utilities and trash enclosures
"Institutional Lender" means any of the followmg institutions having assets or
deposits in the aggregate of not less than Fifty Million Dollars ($50,000,000) a California
chartered bank, a bank created and operated under and pursuant to the laws of the Umted States
of America, an "mcoiporated admitted insurer" (as that term is used in Section 1100 1 of the
California Insurance Code), a "foreign (other state) bank" (as that term is defined in Section
1700(1) of the California Financial Code), a federal savings and loan association (Cal Fin Code
Section 8600), a commercial finance lender (within the meaning of Sections 2600 et seq of the
California Financial Code), a "foreign (other nation) bank" provided it is licensed to maintain an
office in Califorma, is licensed or otherwise authorized by another state to maintain an agency or
branch office in that state, or maintains a federal agency or federal branch in any state (Section
1716 of the California Financial Code), a bank holding company or a subsidiary of a bank
holding company which is not a bank (Section 3707 of the California Financial Code), a trust
company, saYmgs and loan association, insurance company, investment banker; college or
university; pension or retirement fund or system, either governmental or private, or any pension
or retirement fund or system of which any of the foregoing shall be trustee, provided the same be
organized under the laws of the United States or of any state thereof, a Real Estate Investment
Trust, as defined in Section 856 of the Internal Revenue Code of 1986, as amended, provided
such trust is lasted on either the American Stock Exchange or the New York Stock Exchange, or
an investment fund, bunted liability company or partnership with investors who themselves are
Institutional Investors and who hold at least a 50% capital mterest in such fund, limited liability
company or partnership
"Intercreditor Agreement" means the Intercreditor Agreement to be entered into
between the Agency and the Construction Lender m substantially the form of Attachment No 13
hereto
"Labor Laws" means the requirements, if any, to pay prevailing wages in
compliance with Labor Code Section 1720, et seq , including, but not limited to, the keeping of
all records required pursuant to Labor Code Section 1776, the employment of apprentices m
accordance with Labor Code Section 1777 5, the maximum hours requirements of Labor Code
Sections 1810 through 1815, and all regulations and statutory requirements pertaining thereto
"Legal Description" means that certain legal description of the Parcels which
comprise the Site attached hereto as Attachment No 2
"Limited Liability Company Agreement of Developer" means that certain
Limited Liability Company Agreement of West Culver Lofts, LLC made as of January 1, 2006,
as such ageement may be amended from time to time
"Live/Work Unib" is defined in Section 501
"Losses and Liabilities" means and includes all claims, causes of action,
liabilities (including liability for claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or cost of any kind, whether actual,
West Culver Lofts DDA 041706
- 7 - 0alleged or threatened, including attorneys' fees and costs, court costs, interest or defense costs,
and expert witness fees), losses, damages (including, without limitation, penalties, fines and
monetary sanctions), injuries, expenses, charges, penalties or costs of whatsoever character,
nature and kind, including reasonable attorney's fees and costs incurred by the mdemmfied party
with respect to counsel of its choice, whether to property or to person, whether by direct or
derivative action, and whether known or unknown, suspected or unsuspected, latent or patent
"Maintenance Standards" is defined in Section 502
"Mixed Use Ordinances" is defined in Recital E
"New Developer Entity" is defined in Section 206 2
"Notice"
shall mean a notice in the form prescribed by Section 801
"Outside Closing Date"
means August 31, 2006 or such later date as may be
agreed to in a wntmg signed by the Agency and Developer
"Parcel(s)" is defined in Section 204
"Parcel A" is defined in Section 204
"Parcel B" is defined in Section 204
"Parcel C" is defined in Section 204
"Parcel D" is defined in Section 204
"Party" means either Developer or Agency, "Parties" means both Developer and
Agency
"Permitted Transfer"
means a Transfer to any person to whom a Transfer of this
Agreement or the Site has been approved by the Agency in writing or to whom the express
provisions of Section 206 3 of this Agreement permit a Transfer to be made without Agency
approval
"Project" is defined in Recital E
"Project Area" is defined m Recital F
"Promissory Note"
means the Promissory Note Secured by Deed of Trust
evidencing the Agency Loan to be delivered by Developer on or prior to the Conveyance
substantially in the form of Attachment No 3
"Purchase Price" means Three Million Dollars ($3,000,000)
"Qualified Buyer"
means a third party purchaser of a Umt who purchases the
Umt subject to the restrictions set forth in the Declaration
West Culver Lofts DDA 041706
-8-"Redevelopment Plan" is defined in Recital A
"Release of Construction Covenant," means the document which evidences
Developer's satisfactory completion of the construction of the Improvements in accordance with
this Agreement, as set forth in Section 415, substantially in the form which is attached hereto as
Attachment No 8
"Relocation Laws" means the applicable relocation laws set forth in the
California Relocation Assistance Act, California Government Code Section 7260, et seq , and the
implementing regulations thereto in 25 California Code of Regulations Section 6000, et seq , any
other applicable local, state, or federal regulations relating to the provision and administration of
relocation assistance and benefits to eligible persons and households who are or may be
temporarily or permanently displaced from the Site due to the implementation of the Project and
this Agreement
"Representatives" means the agents, employees, members, independent
contractors, affiliates, principals, shareholders, officers, Assistant Executive Direeter, Executive
Directors, council members, board members, committee members, and plum* anti other
commissioners, partners, attorneys, accountants, representatives, and staff of the referenced
entity and the predecessors, heirs, successors and assigns of all such persons
"Residential Units" is defined in Section 501
"Schedule of Performance" means that certain Schedule of Performance which is
attached hereto as Attachment No 6, setting forth the dates and/or time periods by Which certain
obligations set forth m this Agreement must be accomplished The Schedule of Perfonliance
subject to revision from time to time as mutually agreed upon in writing between Developer and
the 'Assistant Executive Director, and the Assistant Executive Director is authorized to make
such revisions as the Assistant Executive Director deems reasonably necessary
"Scope of Development" means that certain Scope of Development which is
attached hereto as Attachment No 7 and describes the scope, amount, and quality of construction
of the Improvements to be constructed by Developer pursuant to the terms and conditions of this
Agreement
"Site" is defined in Recital C
"Site Map" means the map of the Site attached as Attachment No 1
"Subordination Agreement" means that certain Subordination Agreement to be
entered into between the Agenq and the Construction Lender substantially in the form of
Attachment 14 hereto
"Survey" is defined in Section 306
"Title Company" is defined in Section 306
"Title Report" is defined in Section 306
West Culver lofts DDA 041706 . 9 -
22_"Transfer" mans and includes any sale, transfer, assignment, subdivision, lease,
sublease, license, franchise, conveyance, gift, hypothecation, mortgage, pledge or encumbrance,
or refinancing, or the like of the Site or any portion thereof or any interest therem or of this
Agreement, to any person or entity
"Unit(s)" means the individual for sale town home or condominium unit(s)
(consisting of either a residential unit or a live/work unit) within the Project to be constructed by
Developer and sold to Qualified Buyers in accordance with the terms and conditions of this
Agreement.
"Unit Sale Note Payment" means the payment due on the Promissory Note upon
the sale of each Unit The amount of each Unit Sale Note Payment shall be equal to a principal
pOraent of Eighty Seven Thousand Five Hundred Dollars ($87,500) plus any outstanding
aecnied interest due on the Promissory Note at the time the payment is made
102 Singular and Plural Terms
Any defined term used in the plural herein shall refer to all members of the
relevant glass and any defined term used in the singular shall refer to any number of the members
of the relevant class
103 Accounting Principles
Any accounting term used and not specifically defined herein shall he construed
in conformity with, and all financial data required to be submitted herein shall be prepared in
conformity wttlip generally accepted accounting principles applied on a consistent basis or in
accordance with such other prmciples or methods as are reasonably acceptable to the Assistant
Executive Director
104 References and Other Terms
Any reference to any document shall include such document both as originally
executed and as it may from time to time be modified References herein to Sections and
Attachments shall be construed as references to this Agreement unless a different document is
named References to subparagraphs shall be construed as references to the same Section in
which the reference appears The term "document" is used in its broadest sense and
encompasses agreements, certificates, opinions, consents, instruments and other written material
of every kind The terms "including" and "include" mean "including (include), without
limitation"
105 Attachments Incorporated
All attachments to this Agreement, as now existing and as the same may from
tine to time be modified, are incorporated herein by this reference
West Cuiver Lofts DDA 041706
-10- 3
_200 SUBJECT OF AGREEMENT
201 Purpose of the Agreement
The purpose of this Agreement is to effectuate the Redevelopment Plan by
providing for the sale and development of the Site This Agreement is entered into for the
purpose of development of the Project on the Site pursuant to this Agreement, and the fulfillment
generally of this Agreement and the development of the Site are m the vital and best interest of
the City and the health, safety, morals and welfare of its residents, and in accord with the public
purposes and provisions of the applicable federal, state and local laws and requirements under
which the Project has been undertaken
202 The Redevelopment Plan
This Agreement is subject to the provisions of the Redevel
Redevelopment Plan is incorporated herem by this reference and made a part h
fully set forth herein
Plan The
Its
though
Any amendments to the Redevelopment Plan which dug the uses or
development permitted on the Site or otherwise change the restrictions or corittois that apply to
the Site shall require the wntten consent of the Developer No other ameridnier ' its of the
Redevelopment Plan shall require the consent of Developer
Agency hereby represents that the Redevelopment Plan is m full force and effect,
that the Redevelopment Plan has not been amended other than as set forth, tOboyii, that the
statutory time within which to bring an action challenging the validity of the Redakelopment
Plan has expired, and that Agency has no knowledge of any pending or threatened litigation
against City or Agency challenging the validity of the Redevelopment Plan
203 The Project Area
The Project Area is located in the City and is legally described m the
Redevelopment Plan
204 The Site
The Site is comprised of four parcels commonly known as 12823 West
Washington Boulevard ("Parcel A"), 12813 West Washington Boulevard ("Parcel B"), 12811
West Washington Boulevard ("Parcel C"), and 12803-07 West Washington Boulevard ("Parcel
D") Parcels A, B, C and D shall each be referred to herein as a "Parcel" and collectively as the
"Parcels The Parcels are currently owned by the Agency
Subject to the restrictions on Transfer set forth in Section 206, Developer agrees
that upon any Transfer of the Site ot any portion thereat the transferred portion of the Site shall
be subject to all of the terms, provisions, covenants and conditions of this Agreement, any
subdivision or parcel map approved for the Site, and all exceptions, reservations, hens,
encumbrances, qualifications, covenants, conditions, restrictions, easements, rights of way, and
any and all matters or conditions reflected on or arising out of any subdivision, zoning, land use
West Culver Lofts DDA 041706
2cior environmental approval or procedure of the City done in connection with the development of
the Site contemplated by this Agreement.
205 Parties to the Agreement
205 1 The Agency
The Agency is a public body, corporate and politic, exercising
governmental functions and powers and organized and existing under Chapter 2 of the
Community Redevelopment Law of the State of California.
The principal office of the Agency is located at 9770 Culver Boulevard,
Culver City, California 90232
205.2 The Developer
The Developer is a Delaware limited habib.ty company in good standing
under the laws of the state of California. The principal office of Developer is located at 203
Argonne Avenue, B-145, Long Beach, California, 90803
All of the terms, covenants and conditions of this Agreement shall be
binding on, and shall inure to the benefit of, Developer and any Permitted Transferee Wherever
the term "Developer" is used herein, such term shall mean and include any such Permitted
Transferee
206 Proldbidon Against Change in Ownership, Management and Control of
Developer
206 1 Prohibition
The qualifications and identities of Developer and its members are of
particular concern to the City and the Agency It is because of those unique qualifications and
identities that the Agency has entered into this Agreement with the Developer and is imposing
restrictions upon any Change of Control of the Developer and any Transfer which is not a
Permitted Transfer No voluntary or involuntary successor in interest to Developer shall acquire
any nghts or powers in the Site or under this Agreement except as expressly set forth herein.
Except as otherwise permitted herein, without the prior written approval of
Agency, which approval may be granted or withheld in the sole and absolute discretion of
Agency, Developer shall not (i) Transfer all or any part of its interest in or rights under this
Agreement or the Site other than a Permitted Transfer, or (n) effect any material change in the
membership interests, control or management of Developer (collectively, a "Change of
Control") For purposes hereof, but not in limitation of the definition of a Change in Control, a
Change of Control will have occurred if Urban Equity Properties, LLC, an Ohio limited liability
company, ceases to be the sole manager of Developer, if Urban Equity Partners, LLC, a
California limited liability company, ceases to be the sole manager of Urban Equity Properties,
LLC, or if Robert C Little, Sr and Robert C Little, Jr cease to be the sole members of Urban
Equity Partners, LLC Any Third Party Investor Financing (as defined in the Limited Liability
West Culver Lofts DDA 041706
12 2Company Agreement of Developer) or Permitted Transfer shall require notice to, but not the
consent of, Agency
Any Transfer or Change of Control in violation hereof will constitute a
breach and entitle the Agency to use any remedy available to it at law or equity, including, but
not limited to, the right to terminate this Agreement
206.2 Change of Ownership, Transfer to a New Developer Entity
If control or majority ownership of Developer must be changed in order
for Developer to obtain debt or equity financing, then the Developer shall seek the prior written
consent of Agency for such Change of Control in accordance with Section 206 4 Agency shall
reasonably approve such Change of Control provided that the financial condition of Developer is
not negativety impacted by such Change of Control to the extent that it imam Developer's
ability to perk= under this Agreement and as long as Robert C Little Sr and Robert C Little
Jr (the "Littles") remain (0 the individuals with whom Agency shall have contact, (6) integrally
mvolved with implementation of this Agreement, and (m) the managers of Developer, either
personally or through entities which they control
206 3 Permitted Transfers
In addition to a Transfer to any person or party to whom a Transfer of this
Agreement has been approved by the Agency in wntmg, the following shall constitute
"Permitted Transfers" hereunder
(a) Any Transfer of the membership interests owned in Developer by
the Littles to an entity or entities m which the Lades, or trusts for the benefit of the Littles or
their immediate families, retain (i) a minimum of fifty one percent (51%) of the ownership or
other beneficial interests, and (n) day to day management and control of the transferee entity or
entities,
(b) The conveyance or dedication of any portion of the Site to the
City, Agency or other appropriate governmental agency, or the granting of easements or permits
to facilitate construction of the Improvements, and
(c) Subject to the restrictions of Section 600 hereto and as set forth in
the Declaration of Covenants, Conditions and Restrictions, the Transfer of a Unit to a Qualified
Buyer
In the event of a Transfer by Developer under subparagraphs (a) and (b),
(inclusive), abdve not requiring Agency's prior approval, Developer nevertheless agrees that at
least thirty (30) days prior to such Transfer it shall give Notice to Agency of such assignment
and satisfactory evidence that the Transfer qualifies as a Permitted Transfer and/or that the
assignee has assumed the obligations of this Agreement in accordance with Section 206 4 below.
West Culver Lofts DDA 041706
- 13 -206 4 Request for Transfer or Change of Control, Approval
Except as specifically set forth herein, upon Developer's delivery of
written Notice to Agency requesting such approval, Agency agrees that it will not unreasonably
withhold, delay or condition approval of a request for Transfer or Change of Control made
pursuant to this Section Any such Notice shall be accompanied by sufficient evidence regarding
the proposed assignee's or purchaser's development and/or operational qualifications and
experience, and its financial commitments and resources, in sufficient detail to enable Agency to
evaluate the proposed assignee resulting from the Change of Control or Transfer pursuant to the
cntena set forth in this Section and as reasonably determined by Agency An assignment and
assumption agreement m form reasonably satisfactory to Agency's legal counsel shall also be
submitted to Agency for all proposed Transfers No Transfer shall be effective nor shall
Developer be relieved of liability hereunder unless and until the Agency agrees and the
transferee assumes all of the obligations of Developer with regard to this Agreement and the Site,
and delfvers a signed assignment and assumption agreement in a form reasonably satisfactory to
Agency Notwithstanding the foregoing, the Agency may, in its reasonable discretion, require
the guaranty of the transferor in connection with the approval of any Transfer or Change of
Control
Within thirty (30) busmess days after the receipt of Developer's written
nonce requesting Agency approval of Transfer or Change of Control pursuant to this Section,
Agency shall either approve or disapprove such proposed Transfer or Change Of Control or shall
respond m writing by stating what further mformation, if any, Agency reasonably requires in
order to determine the request complete and determine whether or not to grant the requested
approval Upon receipt of such a response, Developer shall promptly furnish to Agency such
Wier infonnation as may be reasonably requested Developer agrees to promptly pay all of
Agen
cy's
reasonable out-of-pocket costs, including attorneys' fees, mcurred in connection with
review and processing of any request for Transfer or Change of Control and/or consummation of
such 'Ilransfer or Change of Control and preparation of any documentation and/or agreements in
connection therewith
207 Third Party Beneficiaries
Except for the City, which is expressly made a third party beneficiary hereof, this
Agreement is made and entered mto for the sole protection and benefit of the Agency, its
successors and assigns, and Developer, its permitted successors and assigns, and no other person
or persons shall have any right of action hereon or hereunder
208 Representations and Warranties
208 1 Agency's Representations
Agency represents and warrants to Developer as follows
(a) Authonty Agency is a public body, corporate and politic, misting
pursuant to the Community Redevelopment Law, which has been authorized to transact business
pursuant to action of the City Agency has full right, power and lawful authority to grant, sell
Visst Culvsr Lofts DDA 041706
- 14 -
dr 4 L.1.4,11.and convey the Parcels as provided herein, and the execution, performance and delivery of this
Agreement by Agency have been fully authonzed by all requisite actions on the part of Agency
(b) No Conflict To the best of Agency's knowledge, Agency's
execution, delivery and performance of its obligations under this Agreement will not constitute a
cleat& or a breach under any contract, agreement or order to which Agency is a party or by
which it is bound
(c) No Agency Bankruptcy Agency is not the subject of a bankruptcy
proceeding
(d) Title At the Closing, Agency shall deliver title to the Site free of
any right of any third party (except Developer) to possession of all or any part of the Site
(e)
Litigation To the best of Agency's knowledge, there are no
actions, suits, material claims, legal proceedings, or any other proceedings affecting the Site or
any portion theteof, at law or m equity before any court or governmental agency, domestic or
foreign.
(f) Governmental Compliance To the best of Agency's knowledge,
Agency has not received any notice from any governmental agency or authority alleging that the
Site is currently in violation of any law, ordinance, rule, regulation or requirement applicable to
its use and operation, including without limitation Environmental Laws If any such notice or
notices are received by Agency following the Effective Date of tins Agreement, Agency shall,
within ten (10) days of receipt of such notice, notify Developer
(g) FIRPTA. The Agency is not a "foreign person" within the
parameters of FIRPTA or any similar state statute, or is exempt from the provisions of FIRPTA
or any similar state statute, or that the Agency has complied and will comply with all the
requirements under FIRPTA or any similar state statute
(i) Valid and Binding Agreements This Agreement and all other
documents or instruments which have been executed and delivered pursuant to or m connection
with this Agreement constitute or, if not yet executed or delivered, will constitute when so
executed and delivered, legal, valid and binding obligations of Agency enforceable against it in
accordance with their respective terms
(j Litigation. No action, sun or proceedings are pending or
threatened before any governmental department, commission, board, bureau, agency or
instrumentality to which Agency is or may be made a party or to which any of its property is or
may become subject, which has not been fully disclosed to Developer which could materially
adversely affect the ability of Agency to carry out its obligations hereunder
Until the Closing, Agency shall, upon learning of any fact or condition
which would cause any of the warranties and representations in this Section not to be true,
immediately give written notice of such fact or condition to Developer Such exception(s) to a
representation shall constitute an exception which the Developer shall have a right to approve or
disapprove if such exception would have an effect on the value and/or development of the Site
West Culver Lofts DDA 041706
- 15 -If the Developer elects to close Escrow following disclosure of such information, Agencys
representations and warranties contained herein shall be deemed to have been made as of the
Closing, subject to such exception(s) If, following the disclosure of such information, the
Developer elects to not close Escrow, then this Agreement and the Escrow may be terminated by
Developer, and neither Party shall have any further rights, obligations or liabilities hereunder
The representations and warranties set forth in this Section 2081 shall survive the Closing
208 2 Developer's Representations
Developer represents and warrants to Agency as follows
(a) Organization Developer is a duly organized, validly existing
limited liability company in good standing under the laws of the State of Delaware and has the
power and authority to own and lease property and carry on its business as now being conducted
The copies of the documents evidencing the organization of Developer and setting forth the
membership interests, control or management of Developer delivered to the Agency are true and
correct ( and true copies of the originals, if applicable) as of the Effective Date
(b) Authority Developer has the legal power, right and authority to
execute, dehver and enter into this Agreement and any and all other agreements and documents
required to be executed and delivered by the Developer in order to carry out, give effect to, and
consummate the transactions contemplated by this Agreement, and to perform and observe the
terms and provisions of all of the above The parties who have executed this Agreement and all
other documents or instruments executed and delivered, or to be executed and delivered,
pursuant be this Agreement are authorized to execute and dehver the same on behalf of the
Developer and all actions required under Developer's organizational documents and applicable
governing law for the authorization, execution, delivery and performance of this Agreement and
all other documents or instruments executed and delivered, or to be executed and delivered
pursuant hereto, have been duly taken
(c) Valid and Binding Agreements This Agreement and all other
documents or instruments which have been executed and delivered pursuant to or in connection
with this Agreement constitute or, if not yet executed or dehvered, will constitute when so
executed and delivered, legal, valid and binding obligations of Developer enforceable against it
in accordance with their respective terms
(d) Contingent Obligations The Developer does not have any
contingent obhgations or any contractual agreements which could materially adversely affect the
ability of the Developer to carry out its obligations hereunder
(e) Litigation No action, suit or proceedings are pending or
threatened before any governmental department, commission, board, bureau, agency or
instrumentality to which the Developer is or may be made a party or to which any of its property
is or may become subject, which has not been fully disclosed to the Agency which could
materially adversely affect the ability of the Developer to carry out its obhgations hereunder
(f) No Conflict. Developer's execution and delivery of this
Agreement and any other documents or mstruments executed and delivered, or to be executed or
West Culver Lofts DDA 041706
-16-
2_7delivered, pursuant to this Agreement, and the performance of any provision, condition, covenant
or other term hereof or thereof, do not or will not conflict with or result in a breach of any
statute, rule or regulation, or any judgment, decree or order of any court, board, commission or
agency whatsoever binding on Developer, or any provision of the organizational documents of
Developer, or will conflict with or constitute a breach of or a default under any agreement to
which Developer is a party, or will result in the creation or imposition of any hen upon any
assets or property of Developer, other than hens established pursuant hereto
(g) No Developer Bankruptcy No attachments, execution
proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization,
receivership or other proceedings are pending or threatened against the Developer Or any parties
affiliated with Developer, nor are any of such proceedings contemplated by Developer or any
parties affiliated with Developer
Until the Closing Developer shall, upon learning of any fact or condition
which would cause any of the warranties and representations in tins Section not to be true,
immediat4y give written notice of such fact or condition to Agency Such ex4fion(s) to a
representation shall constitute an exception which the Agency shall have a right to aprove or
disappire if such exception would have an effect on the value and/or development ot the Site
If the Agency elects to close Escrow following disclosure of such infoimation,4Developer's
representations and warranties contained herein shall be deemed to have been made as of the
Closing subject to such exception(s) It following the disclosure of such iiiibization, the
Agency elects to not close Escrow, then this Agreement and the Escrow may be termmated by
Agency, and neither Party shall have any further rights, obligations or liabilities hesenmder The
representations and warranties set forth m tins Section 208 2 shall survive the Closing.
300 DISPOSITION OF THE SITE
301 Sale and Purchase
301 1 Sale and Purchase of the Site, Purchase Price
Upon satisfaction of the Agency's and Developer's Conditions Precedent
to Closing within the time frame set forth in the Schedule of Performance, Agency agrees to
convey to Developer and Developer agrees to purchase from Agency (the "Conveyance") fee
title in and to the Site for the Purchase Pnce Agency has determined that, based on the
conditions imposed on Developer with respect to the construction of the Improvements, the reuse
value of the Site equals the Purchase Price, accordingly, the consideration for the Conveyance
shall be Developer's payment of the Purchase Price, Developer's promise to construct the
Project, including the Improvements, and Developer's promise to be bound by the obligations,
covenants and restrictions set forth herein.
Upon Closing, the Agency shall convey fee title m and to the Site to
Developer by the Grant Deed, subject to the rights reserved therein. Developer's acquisition of
the Site and development of the Project pursuant to this Agreement, and the fulfillment generally
of this Agreement, are in the best interests of the City and the welfare of its residents, and in
West Culver Lofts DDA 041706
-17- 3 0accordance with the public purposes and provisions of the Redevelopment Law and other
applicable federal, state, and local laws and requirements
The Purchase Price shall be paid by delivery of the Developer Down
Payment and the Promissory Note
301 2 Developer Down Payment
Developer shall deposit into Escrow, within the time set forth in the
Schedule of Performance, Six Hundred Thousand Dollars ($600,000) m cash (die "Developer
Down Payment") In the event that the Closing does not occur, the Parties shall instnict the
Escrow Agent to refund the Developer Down Payment to Developer, with interest and less
Developer's share of any escrow fees or costs, provided, however that (1) if the reason for the
Closing not occurring is the default of Agency, then Agency shall be responsible for the,payment
of all such eserow fees and costs, or (n) if the reason for the Closing not oecurimg is the default
of Developer, then Developer shall be responsible for the payment of all such escrow fees and
costs Escrew shall. promptly deposit the Down Payment in an interest bearing account in a State
or Federally chartered bank, consistent with the timing requirements of this Agreement, and any
interest paid thereon shall be payable to Developer If Escrow charges an fee for
deposk of die Down Payment in an interest bearing account, Developer agrees dial 10 eloper
shall be responsible for the entire amount of such fee
301.3 Agency Loan, Promissory Note, Deed of Trust, Subordination
To fund the purchase of the Site by Developer, Agency hereby agrees to
loan to Developer and Developer hereby agrees to borrow from Agency the amount of Two
Million Pour Hundred Thousand Dollars ($2,400,000) (the "Agency Loan"), The Agency Loan
shall bear interest at a rate of Three and One-half percent (3 5%) per annum, compounded
annually, and shall be evidenced by the Promissory Note The performance of * Agreement,
the Pilot , ssory Note and the Developer Declaration shall be secured by a Deed of Trust recorded
against the Site concurrently with the Conveyance and by the Assignment of Plans, Reports and
Data. The Agency Loan shall be made in accordance with and subject to the terms and
conditions of the Promissory Note In the event of a conflict between the terms of the
Promissory Note described herein and the terms of the Promissory Note, the tering of the
Promissory Note shall prevail
The Promissory Note shall set forth a schedule of repayment All
payments shall be applied first to outstanding accrued interest, and then to principal The first
principal payment on the Promissory Note shall be in the amount of Three Himdred Thousand
Dollars ($300,000) (without payment for accrued and outstanding interest) and shall be due and
payable on such date as building permits are issued by the City for the Project Thereafter,
principal payments of Eighty Seven Thousand Five Hundred Dollars ($87,500) plus accrued and
outstanding interest (each, a "Umt Sale Note Payment") shall be made via wire transfer upon the
close of escrow for the sale of each Unit by Developer
The Deed of Trust and the Assignment of Plans, Reports and Data shall be
subordinate to the hen of any Construction Loan approved by Agency pursuant to Section 406,
West Culver Lofts DDA 041706
-18- 3/and such exceptions to title as are approved by Agency in writing. The Developer Declaration
shall not be subordinate to the hen of any Construction Loan approved by Agency
Agency agrees to consider in good faith any other reasonable request by
Developer for subordination of the Deed of Trust, including loans obtained by Developer where
Agency's interests are protected and secure Notwithstanding the foregoing, other than with
respect to the Construction Loan approved by Agency pursuant to Section 406 the Deed of Trust
shall not be subordinated to any construction financing or other sources of financing unless
Developer demonstrates to the reasonable satisfaction of Agency and Agency makes the finding
that an economically feasible alternative method of financing on substantially comparable terms
and conditions, but without subordination, is not reasonably available and Agency obtains
written commitments reasonably designed to protect Agency's investment in an event of default
under such other loan
Every subordmation agreement entered into by and between Agency and a
senior hen holder pursuant to this Section shall comply with Section 406 and include an
acknowledgment and agreement by the senior hen holder to provide notice of Developer's
default to Agency and to accept Agency's cure as set forth herein. A request for notice of default
shall be recorded in the official records of the County concurrent with any documents evidencing
the subordination of the Deed of Trust.
302 Escrow
302 1 Escrow Instructions
The Agency and the Developer shall open an escrow for the sale and
purchase of the Site (the "Escrow") with the Escrow Agent within the times established therefore
in the Schedule of Performance This Agreement constitutes the joint escrow instructions of the
Agency and the Developer, and a duplicate original of this Agreement shall be delivered to the
Escrow Agent upon the opening of the escrow The Agency and the Developer shall provide
such additional escrow instructions as shall be necessary and consistent with this Agreement
The Escrow Agent is hereby empowered to act under this Agreement and upon indicating its
acceptance of the provisions of this Section 302 in writing, delivered to the Agency and to the
Developer within five (5) days after the opening of the escrow, shall carry out its duties as
Escrow Agent hereunder
302.2 Costs of Escrow
The following fees, charges and costs ("Escrow Costs") shall be paid by
the Developer
(a) One half of the escrow fees attributable to the Conveyance of the
Site,
(b) The portion of the premium for the title msurance policies required
to be paid by Developer, as required by Section 307 of this Agreement,
(c) Notary fees,
West Culver Lofts DDA 041706
- 19-
2_,(d) Ad valorem taxes, if any, upon the Site after conveyance, or ad
valorem taxes, if any, upon this Agreement, or any rights thereunder, before or after the
conveyance of title
The Agency shall pay
(i) Costs necessary to place the title to the Site in the condition for
conveyance required by the provisions of this Agreement,
(n) Any and all state, county, or city documentary stamps or transfer
tax pertaining to the Agency's conveyance of the Site,
(in) One half of the escrow fees attributable to the Conveyance of the
Site
(iv) Cost of drawing this Agreement, the Note, the Deed of Trust, the
Assignment of Plans, Reports and Data, the Developer Declaration and the Grant Deed
(v) The premium in an amount equivalent to a CLT A. standard title
insurance policy to be paid by the Agency as set forth in this Agreement
3023 General Provisions Applicable to Escrow Agent
The following general provisions shall be applicable to the Escrow Agent
(a) All disbursements shall be made by check of the Escrow Agent
All funds received in the Escrow shall be deposited in a federally insured separate mterest-
earning escrow account with any bank doing business in the State of California and approved by
Agency and Developer
(b) The Parties to the Escrow jointly and severally agree to pay all
costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or
incurred by the Escrow Agent in connection with, or arising out of the Escrow, including, but
without limiting the generality of the foregoing, a suit in mterpleader brought by the Escrow
Agent In the event that the Escrow Agent files a suit in mterpleader, the Escrow Agent shall be
fully released and discharged from all obligations imposed upon the Escrow Agent m the
Escrow
(c) All prorations and/or adjustments called for m the Escrow shall be
made on the basis of a thirty (30) day month unless the Escrow Agent is otherwise instructed in
writing
(d) Any amendment to these escrow instructions shall be m writing
and signed by both the Agency and the Developer At the time of any amendment, the Escrow
Agent shall agree to carry out its duties as Escrow Agent under such amendment
West Cutver Lofts DDA 041706
-20- 33(e) The liability of the Escrow Agent under this Agreement is limited
to performance of the obligations imposed upon it under Sections 302 1 to 3027, both inclusive,
of this Agreement
302 4 Authorfty of Escrow Agent
The Escrow Agent is authorized to, and shall
(a) pay and charge Developer and Agency for any Escrow Costs
payable under Section 302 2 hereof and pay and, if applicable, charge Developer for the cost of
drawing the deed, recording fees, notary fees and any state, county or local documentary transfer
fees,
(b) pay and charge Agency any amount necessary to place title in the
condition necessary to satisfy Section 306 hereof,
(c) pay and charge Developer for the premium of the CLTA Policy as
set forth m Section 307 hereof and, if applicable, pay and charge Developer for any upgrade of
the Title Policy or Additional Endorsements to the Title Policy which are requested by Agency
pursuant to Section 306 hereof,
(d) Intentionally Omitted,
(e) when both Developer's Conditions Precedent to Closing and the
Agency's Conditions Precedent to the Closing are satisfied or waived in writing by the Party for
whom the condition was estabhshed, disburse funds to Agency and record and deliver to (1)
Agency the Developer Down Payment, the Deed of Trust and the Developer Declaration, and (n)
Developer the Grant Deed, provided, however, that funds deposited as part of the Purchase Price
(excluding the Developer Down Payment) shall not be disbursed by the Escrow to the Agency
unless and until the Escrow Agent has recorded the Grant Deed, and delivered the Title Policy to
Developer,
(f) insert appropriate amounts and the date of the Closing in
documents deposited by the Parties in the Escrow,
(g) do such other actions as necessary to fulfill the Escrow Agent's
obligations under this Agreement, including, if applicable, obtaining the Title Policy and
recording any instrument delivered through Escrow if necessary and proper in the issuance of the
Title Policy;
(h) within the discretion of the Escrow Agent, direct Developer and
Agency to execute and deliver any instrument, affidavit or statement, and to perform any act
reasonably necessary to comply with the provisions of FIRPTA and any similar state act or
regulation promulgated thereunder Agency agrees to execute a Certificate of Non-Foreign
Status by individual transferor, a Certificate of Compliance with Real Estate Reporting
Requirement of the 1986 Tax Reform Act and/or a California Franchise Tax Board Form 590 or
similar form to assure Developer that there exist no withholding requirements imposed by
West Culver Lofts DDA 041706
- 21 - 3 tfapplication of law as may be required by the Escrow Agent, on forms supplied by the Escrow
Agent,
(0 prepare and file with all appropriate governmental or taxing
authorities a uniform settlement statement, closing statement, tax withholding forms, including
an IRS 1099.5 form, and be responsible for withholding taxes, if any such forms and/or
withholding are provided for or required by law, and
(i) prepare and deliver to Developer and Agency for their review and
approval prior to the Closing a settlement statement
302.5 Termination of Escrow
If the Escrow is not in a condition to close by the Outside Closing Date, as
the same may be extended pursuant to this Agreement, then either Paity winch has fully
performed under this Agreement may, in wntmg, demand the return of money, documents or
property andaerminate the Escrow and this Agreement If either Party makes a written demand
for the return of intinoney, documents or property, this Agreement shall not terminate until ten
(10) business dart atter the Escrow Agent shall have delivered copies of such demand to the
other Party at the respective addresses set forth in Section 801 hereof If any objections are
raised by written Notice within such ten (10) day period, the Escrow Agent is authorized to hold
all money, documents or property until instructed by a court of competent jurisdiction or by
mutual written instructions of the Parties If no such objections are timely made, the Escrow
Agent shall immediately return the demanded money and/or documents, and the escrow
cancellation shall be paid by the undemanding Party Termination of the Escrow shall
be without as to whatever legal rights, if any, either Party may have against the other
arising from tins ' Agreement If no demands are made, the Escrow Agent shall proceed with the
Closing as soon as possible consistent with the terms of this Agreement Nothing in tins Section
shall be construed to impair or affect the rights of Developer to specific performance
302 6 Closing of Escrow
The Conveyance shall close within five (5) days of the Parties' satisfaction
or written waiver of both Developer's Conditions Precedent to Closing and the Agency's
Conditions Precedent to Closing, but m no event prior to the Parties' satisfaction or written
waiver of both Developer's Conditions Precedent to Closing and the Agency's Conditions
Precedent to Closing If the Closing does not occur on or before the [Made Closing Date as a
result of the failure to satisfy or waive both Developer's Conditions Precedent to Closing and the
Agency's Conditions Precedent to Closmg, this Agreement shall terminate and be of no further
force en4 effect and the Down Payment and all accrued interest be returned to Developer The
Closing shall occur at the offices of the Escrow Company "Closing" shall mean the time and
day that the Grant Deed is recorded in the official records of the Los Angeles County Recorder
Exclusive possession of the Site shall be delivered to the Developer in the
condition required by this Agreement immediately following the Closing, except that limited
)
access shall be permitted prior to Conveyance as permitted in Section 313 of this Agreement
West Culver Lofts DDA 041706
22Developer shall accept title and exclusive possession of the Site in the condition required by this
Agreement not later than the Outside Closing Date
302 7 Closing Procedure
Upon receipt of wntten direction from both of the Parties to do so, Escrow
Agent shall Close the Escrow as follows
(a) record the Grant Deed with instruction to the Los Angeles County
Recorder to deliver the Grant Deed to Developer and conforming copies thereof to Developer;
(b) record the Developer Declaration with instruction to the Los
Angeles County Recorder to deliver the Developer Declaration to Agency and a conforming
copy to Developer;
(c) record the deed of trust securing the Construction Loan with
mstruction to the Los Angeles County Recorder to deliver the deed of trust to the Construction
Lender and a confOrimng -copy to Developer,
(d) record the Deed of Trust with instruction to the Los Angeles
County Recorder to deliver the Deed of Trust to Agency and a conforming copy to Developer;
(e)
record the Subordination Agreement with instruction to the Los
Angeles County Recorder to deliver the Subordination Agreement to Agency and the
Construction Lender and a conforming copy to Developer,
(f)
deliver the Title Policy issued by the Title Company to Developer,
(g)
deliver the Lender's Title Policy issued by the Title Company to
the Agency,
(h) deliver to Agency funds in an amount equal to the difference
between (1) the Developer Down Payment less any amounts previously disbursed to Agency
from the Developer Down Payment, and (n) prorations and charges applicable against Agency,
including its share of the Escrow Costs and other costs set forth in Section 302 2 hereof, as
evidenced by the settlement statement approved by the Parties,
(i) file any mformational reports required by Internal Revenue Code
Section 6045(e), as amended, and any other applicable requirements,
(j) deliver the FIRPTA Certificate, if any, to Developer, and
(k) forward to Developer and Agency a separate accounting of all
funds received and disbursed for each Party and copies of all executed, recorded or filed
documents deposited into Escrow, with such recording and filing date and information endorsed
thereon
Weer Culver Lofts DDA 041706
-23-
-
3(3,
L303 Conditions Precedent to Conveyance
The obligation of Developer and Agency to instruct the Escrow Agent to effect
the Closing is conditioned upon satisfaction of the terms and conditions designated in this
Section
303 1 Agency's Conditions
Agency's obligation to close Escrow is conditioned upon the satisfaction
or written waiver by Agency of each and every one of the conditions precedent (a) through (p),
inclusive, descrlike below (the "Agency's Conditions Precedent to Closing"), which are solely
for the benefit &Agency, and which shall be satisfied or waived by the Outside Closing Date
(a) No Default Developer shall not be in default of any of its material
obligations under the terms of this Agreement and all representations and warranties of
Developer contained herein shall be true and correct in all material respects
(b) Execution of Documents Developer shall have executed and
delivered into RoliCXOW or to Agency all Agency Loan Documents to which Develop is a Party,
mcludmg, without limitation, this Agreement, the Promissory Note, the Deed of Trust, the
Assignment of Plans, Reports and Data and the Developer Declaration
(c) Deposit of Funds Developer shall have deposited into Escrow the
Developer Down Payment and any such amounts necessary to pay any required costs of Closing
and the Title Policy
(d) Evidence of Financing Developer shall have submitted to the
Agency, and the Agency shall have approved, the Evidence of Financing (including without
limitation the construction budget) in accordance with Section 314 hereof and the Schedule of
Performance
(e) Plans, Developer shall have submitted to the Agency, and the
Agency shall have approved, the drawings and other plans required by Section 402 of this
Agreement for the development of the Site
(f) Acquisition of All Parcels Agency shall have acquired title to all
of the Parcels
(g) No Litigation. No litigation shall be pending or threatened by any
third parties which seeks to enjoin the enjoin Project or the transactions contemplated herein or
to obtain damages in connection with this Agreement
(h) Relocation Any relocation required to be engaged in with respect
to the Site shall have been completed by Agency in accordance with Relocation Laws
(i) Insurance Developer shall have delivered to Agency the insurance
certificates and endorsements required pursuant to Section 308 hereof(j) Lender's Policy of Title Insurance The Title Company shall, upon
payment of the Title Company's premium, be irrevocably committed to issue upon the Closing
an extended ALTA lender's policy of title msurance in an amount equal to the Agency Loan with
such endorsements as are reasonably requested by the Agency and which shall insure the Deed
of Trust as a hen upon the Site subject only to hens for current real property taxes and
assessments not yet due and payable and the hens contemplated by Section 306 and the
encumbrances shown on the title report described in Section 307, provided that such
encumbrances have been approved by Agency
(k) Cceistruction Loan The Construction Loan shall have been
approved by Agency m accordance with this Agreement and the Construction Lender and
Developer shall have executed the Construction Loan
(1) Construction Contract The Construction Contract shall have been
approved by Agency in accordance with this Agreement and the General Contractor and
Developer shall have executed the Construction Contract.
(m) Intercreditor Agreement The Interczeditor Agreement shall have
been approved by Agency in accordance with this Agreement and the Construction Lender and
Developer shall have executed the Intercreditor Agreement
(n) Subordination Agreement The Subordination Agreement shall
have been. approved by Agency in accordance with this Agreement, the Construction Lender and
Developer shall have executed the Subordination Agreement, and the signed Subordination
Agreement shall have been delivered to the Escrow Agent
(o) Approvals Developer shall have submitted to the Agency, and the
Agency shall have approved, all City approvals, entitlements and permits required for the
development of the Site, including, without limitation, the completion of plan check by City
Building and Safety Division and the issuance of building permits
Demolition Agency shall have completed demolition of all
structures on the Site
(q) Guaranty Developer shall have delivered, in such form and
substance as is acceptable to the Agency m its sole discretion, (i) an executed guarantee
agreement from such party (other than Developer) as may be acceptable to the Agency m its sole
discretion, or (n) other assurance or security guaranteeing payments under the Promissory Note
303.2 Developer's Conditions
Developer's obhgation to close Escrow is conditioned upon the
satisfaction or written waiver by Developer of each and every one of the conditions precedent (a)
through (1), inclusive, described below (the "Developer's Conditions Precedent to Closing"),
which are solely for the benefit of Developer, and which shall be satisfied or waived by the
Outside Closing Date
West Culver Lofts DDA 041706
-25 - 8,(a) No Delimit Agency shall not be in default of any of its obligations
under the terms of this Agreement and all representations and warranties of Agency contained
herein shall be true and correct in all material respects
(b)
execution of Docignents Agency shall have executed and
deposited into Escrow all Agency Loan Documents to which it is a Party hereunder, including,
without limitation, this Agreement and the Grant Deed
(c) Acquisition of All Parcels Agency shall have acquired title to all
of the Parcels
(d) Relocation Any relocation required to be engaged in with respect
to the Site shall have been completed by Agency in accordance with Relocation Laws
(e) Demolition Agency shall have completed demolition of all
structures on the Site in accordance with the requirements of Section 318, including, without
limitation, the removal of all orgamc debris and substandard fill
(f) Deposit of Funds Agency shall have deposited all funds required
to be deposited by Agency hereunder
(g) Review and Approval of Title Developer shall have reviewed and
approved the condition of title, as provided m Section 306
(h) Title Policy The Title Company shall, upon payment of the Title
Company's regularly scheduled premium, be irrevocably committed to issue the ALTA Policy
upon the Closing, in accordance with Section 307
(i) No Litigation No litigation shall be pending or threatened by any
third parties that seek to enjoin the Project or the transactions contemplated herein or to obtain
damages in connection with this Agreement
(I) Permits and Licenses All permits, licenses and other governmental
and quasi-governmental authonzations necessary for the development of the Project in accordance
with this Agreement, including without limitation, building permits (i) have been issued and are
outstanding (n) shall not be subject to any conditions (unless approved in writing by Developer),
and (in) the time periods for appeal of issuance of such permits, licenses and other authorizations
shall have expired without contest
(k) Environmental Reports Developer shall have received true and
complete copies of the Environmental Reports
(1) Remediation. Agency shall have certified to Developer that it has
completed all remediation required by the Environmental Reports and Developer shall have
reasonably satisfied itself as to the condition of the Site
(m) Construction Loan The Construction Loan shall have been
approved by Agency in accordance with this Agreement, the Construction Lender and Developer
West Culver Lofts DDA 041706
- 26 - 7shall have executed the Construction Loan, and Developer shall have received written
confirmation from the Construction Lender that the Construction Loan documents are in a
position to close and be recorded concurrently with the Grant Deed
(n) Construction Contract. The Construction Contract and the
construction budget shall have been approved by the Developer and the Agency m accordance
with this Agreement and the General Contractor and Developer shall have executed the
Construction Contract
304. Form of Deed
The Agency shall convey to the Developer title to the Site m the condition
provided in Section 306 of this Agreement by delivery of the Grant Deed
305 Time For and Place of Delivery of Deed
The Agency shall deposit the Grant Deed with the Escrow Agent on or before the
date established for Conveyance in the Schedule of Performance, which such grant deed shall
convey to the Developer title to the Site in accordance with the requirements of this Agreement
and the Deed of Tnist together with (solely if required by the construction lender) an estoppel
certificate certifying that the Developer has completed all acts necessary to entitle the Developer
to such conveyance, if such be the fact
306 Condition of Title
No later than thirty (30) calendar days prior to the date established for
Conveyance m the Schedule of Performance, the parties shall have obtained from a title
company selected by Agency and reasonably acceptable to Developer (the "Title Company") a
prehmniary report of title dated no later than forty-five (45) calendar days from the date
established for Conveyance m the Schedule of Performance, together with legible copies of all
documents referenced as exceptions therein ("Title Report") for the entire Site Developer may,
at its sole cost and expense, obtain a current survey of the Site (a "Survey") Except for the
items, if any, to which Developer approves in writing within ten (10) calendar days following the
later of its receipt of the Title Report or the Survey, if applicable, Developer will be deemed to
have disapproved title to the Site In addition, title to the Site shall be subject to the
Redevelopment Plan, easements and other matters of record approved by Developer pursuant to
this Section
Notwithstanding anything herein to the contrary, Agency shall be obligated to
remove all monetary encumbrances against the Site excluding non-delinquent real property taxes
and assessments Nothing in this Agreement shall obligate Developer to proceed with the
purchase of the Site in the event new hens or encumbrances on the Site arise through no fault of
Developer after the date of the Title Report and/or the Survey and are not removed by the
Agency, unless Developer so elects in its sole and absolute discretion to proceed Agency shall,
promptly after receipt of written notice of any new hens or encumbrances on the Site which
arose through no fault of Developer after the date of the Title Report and/or the Survey, provide
Developer with written notice of Agency's election not to remove any such new hens or
encumbrances Developer's failure to elect to proceed with the purchase of the Site subject to
West Culver Lofts DDA 041706
-27- c7such disapproved or new matters within a ten (10) day period following receipt of Agency's
written election not to remove shall be deemed an election to terminate this Agreement, and upon
such termination, Developer shall have no further interest in the Site or any further rights against
Agency, in which event Escrow Agent shall promptly return the Down payment and all interest
accrued thereon to Developer Except as otherwise expressly provided in this Agreement,
Agency shall not intentionally create or permit the creation of any new exceptions to title
following thoEffective Date
307 Thie Insurance
Concurrently with recordation of the Grant Deed conveying title to the Site, the
Title Coinpany provide and deliver to Developer, at Developer's expen
s
e, a California
LandThle Association Extended Coverage Policy Form of title insurance ("ALTA-Pohey”) with
a policy eoStragehmit in an amount equal to Three Million Dollars ($3,000,090) insuring that
the title to the (*tire Site is vested in Developer in the condition required by Section 306 Such
title poliey shaft be subject to the Title Company's standard terms, conditions and exceptions and
such other exceptions to title as are approved by Developer (inducting matteri approved as
provided above),
The Title Company shall provide Agency with a copy of the ALTA Policy, and
shall ssue to Agency, upon the Close of Escrow and at Developer's cost, an ALTA standard
form rendeetpolicie of title insurance in the amount of the Promissory Note, insurmg the priority
of the lien of the Died of Trust recorded agamst the Site, subject, m each case, bnly to the hens
of the Developes •Declaration and any other hen, encumbrance or exception expressly approved
in writing by Agency as a senior encumbrance
Notwithstanding anything above which is or appears to be to the contrary,
Developer shall have the right to request issuance of any endorsements to the ALTA Policy
which it may dame All incremental expense or cost which is attributable to issuance of any
endorseMent rogue . sted by Developer or which is attributable to issuance of an ALTA Policy
rather than a (LTA Policy shall be the sole financial responsibility of Developer
308 Insurance
308 1 General Requirements
At all tunes during the term of this Agreement, without limiting the
mdemmty provisions set forth herein, to the fullest extent permitted by law, Developer, at its sole
cost, shall procure and maintain in full force and effect the following policies of insurance from a
company or companies authonzed to do business in the State of Cahfomia or from a company or
companies listed on the biliforma list of Eligible Surplus Lines Insurers (http //www sla-
cal org/eamer_mfo/leshf) with a current rating from A M Best Company of A VIII or better.
(a) General Liability Commercial general habihty insurance which
affords coverage at least as broad as Insurance Services Office (ISO) Commercial General
Liability coverage form ISO CO 00 01 11 85 with minimum limits of not less than $2,000,000
per occurrence
West Culver Lofts DDA 041106
- 28 -(b)
Automobile Liability Commercial automobile liability insurance
with coverage at least as broad as ISO CA 00 01 06 92 covering Symbol 1 ("Any Auto"), with
minimum limits of $1,000,000 combined single limits
(c) Worker's Compensation Workers' Compensation insurance, as
required by the State of California, and Employer's Liability insurance, with a minimum limit of
$1,000,000 per accident or occupational illness for bodily injury or disease
(d) Property Insurance Fire and hazard "all risk" insurance covering
100% of the replacement cost of the Improvements (including offsite materials) in the eVent of
fire, lightening, windstorm, vandalism, malicious mischief and all other risks notniaily covered
by "all nsk" coverage pohcies in the area where the Site is located (mcludme loss by good if the
Site is in aü area designated as subject to the danger of flood and earthquake (if commonly
earned by =II& projects in the region and available at reasonable rates))
Insurance policies held by the Agency on the Parcels (including, without
limitation, those for fire or casualty) are not to be transferred, and the Agency will cancel its own
policies effective upon the Closing
3081 Endorsements
(a) The policy or pohcies of insurance required by Subsections (a) and
(b), above, shall be endorsed as follows
(1) The Agency and City, while acting within the scope of their
authority, shall be named additional insureds, such insurance is to be prunary and not
contributing with any other insurance or self-insurance maintained by said additional insureds
For Section 308 1(a), the additional insured endorsement shall be equivalent in coverage scope to
ISO CG 20 10 11 85
(2) In the event of one insured, whether named or additional,
mcurnng liability to any other of the insured, whether named or additional, the policy shall cover
the insured against whom claim is or may be made in the same manner as if separate policies had
been issued to each insured, except that the limits of insurance shall not be increased thereby
(3) The same shall not be canceled or the coverage reduced
until a thirty (30)-day written nonce of cancellation (or ,ten (10) days, for nonpayment of
premium only) has been served upon the Agency and the City Risk Manager by registered or
certified mail
(4) Such insurance is primary and any other insurance,
deductible, retention or self-insurance maintained by the indemnified parties shall not contribute
with such primary insurance
(5) Any failure by the named insured to comply with roportmg
provisions of the policy or breaches or violations of warranties shall not affect coverage provided
to the msureds added by this endorsement
West Culver Lofts DDA 041706
-29-
112,(b) The pohcy or policies of insurance required by Section 308 1(d),
above, shall be endorsed as follows
(1) The policies shall include an executed endorsement, on a
form provided by the City Attorney, showing Agency as an encumbrancer
(2) A waiver of subrogation stating that the insurer waives
indemnification from Agency A waiver of subrogation shall also apply to Subsections 3081(a)
and (c)
(3) The policy or policies shall not be canceled or the coverage
reduced until a thirty (30)-day written notice of cancellation has been served upon the City Risk
Manager and the Assistant Executive Director by registered or certified mail
3083 Deductible and Self-Insured Retention
In the event any of the insurance coverages required to be furnished by
Developer have deductible or self-insured provisions, Developer shall fully protect the Agency
and City in the same manner as those interests would have been protected had the policy not
contained the deductible or self-insured provision The deductible or self-insured amount shall
be shown on any "evidence of insurance" provided to Agency, and Agency reserves the right to
limit said amount and to review Developer's financial statements if the amount exceeds a level
reasonably acceptable to the City Risk Manager A deductible amount of not more than Twenty
Five Thousand Dollars ($25,000 00) shall be acceptable to the Agency
308 4 Evidence of Insurance
Developer shall deliver said policy or pohcies of insurance or certified
true copies thereof, or endorsement forms furnished by the City Risk Manager ("evidence of
insurance") for approval as to sufficiency by the City Risk Manager and approval as to form by
the City Attorney or Agency counsel, as appropriate, winch approval shall not be unreasonably
withheld, conditioned or delayed The endorsements are to be signed by a person authorized by
that insurer to bind coverage on its behalf If Workers' Compensation Coverage is placed with
the State Compensation Insurance Fund, a State Compensation Insurance Fund Certificate of
coverage will be acceptable if endorsed in accordance with Section 308 2(b), above
308 5 Failure to Maintain Coverage
Should Developer fail to maintain policies with the coverages and limits
specified in Section 308 1 above, in full force and effect at all times, Agency shall have the right
to notify Developer of such failure, and if such failure is not corrected within ten (10) days
Agency shall have the right to withhold any payment due Developer or to suspend Developer's
operations until Developer has fully complied with these provisions and furnished the required
evidence of insurance In the event that Developer's operations are suspended for failure to
maintain acceptable insurance coverage, Developer shall not be entitled to an extension of time
for completion of the work
West Culver Lofts DDA 041706
-30- 1f 3308 6 Insurance for Contractors and Subcontractors
All contractors and subcontractors shall be included as additional insureds
under Developer's policies, or Developer shall be responsible for causing such contractors and
subcontractors to purchase the appropriate insurance in compliance with the terms of this
Section All coverages and endorsements of coverages for contractors and subcontractors shall
be subject to all of the requirements stated herein In addition, contractors and subcontractors
whose profession requires hcensure, including, but not limited to architects and enraneeis, shall
be required to ntamtam professional liability insurance, applicable to their respective professions,
in an amount not less than $1 million per claim, without environmental restrictions, for a period
whose prior acts coverage shall be no later than the first date of this Agreement and whose
extended reporbarcoverage period shall be at least three years from the time that all work under
this Agreement is completed
309 Taxes and Assessments
Ad valoreni taxes and easements, if any, on the Site or any Parcel after conveyance, and ad
valorem taxes upon this Agreement or any rights thereunder, if any levied, assessed or imposed
before or after conveyance of title shall be paid by the Developer
310 Occupants of the Site
The Site shall be conveyed free of any possession or nght of possession except
that of Developer and easements of record which have been approved by Developer as set forth
in this Agreement
311 Vining of the Site
The zoning of the Site at the time of conveyance thereof shall permit the
construction and development of improvements for the Project, and the use, operation and
- maintenance of such improvements- m accordance with the provisions of this Agreement
312 Condition of the Site, Release of Agency
The parties understand and acknowledge that, for the period in which the Agency
has held fee title to the Site, the Site has not been used to generate, manufacture, process, refine,
treat, transfer, store or dispose of any Hazardous Materials in violation of any Environmental
Law, Except as disclosed in the Environmental Reports, to the knowledge of the Agency, for the
period prior to Agency holding fee title to the Agency's knowledge, the Site has not been used to
generate, manufacture, process, refine, treat, transfer, store or dispose of any Hazardous
Materials in violation of any Environmental Law Upon the Closutg, the Agency expressly and
specifically disclaims the making of any representations or warranties, express or implied,
regarding the Site or matters affecting the Site, including (without limitation) the physical and
environmental condition of the Site The Agency shall, to the greatest extent legally allowable,
assign to the Developer all rights, claims, actions and/or causes of action it may have against
prior owners of the Site and tenants and/or anyone who has occupied the Site in connection with
the environmental condition of the Site
West Culver Lofts DDA 041706
-31 - tftiDeveloper acknowledges and agrees that at Closing the Site is to be conveyed to,
and accepted by, Developer, in "AS IS" condition as of the Closing Developer has the right to
approve the physical condition of the Site prior to Closing Upon the Closmg, regardless of
whether or not the Developer approved the physical condition of the Site pnor to Closing,
Developer shall assume the risk (but only as between Developer and Agency) of adverse
physical charactetistics and conditions, including, but not limited to, the presence of Hazardous
Materials, Altet taking title to the Site, the Developer shall be solely responsible for responding
to and complying with any administrative notice, order, request or demand, or any third party
claim or demand relating to potential or actual contamination of the Site Nothing contained
herein shall, be deemed to limit the Agency's responsibility to remediate the Site as provided in
Section 318 hero4 which obligation shall be deemed satisfied if and when Developer approves
the physical Cook:ten of the Site or accepts conveyance of the Site
Upon the Closing, the physical and environmental condition, possession or title of
the Site is and shall be delivered from Agency to Developer m an "as-is" condition, with no
warranty expreSsed or implied by Agency, including without limitation, the presence Of
Hazardous ilelaterials Or the condition of the soil, its geology, the presence of known Or unknown
seismic faults, or the suitability of the Site for the development purposes intended hereunder
Except for obligations of Agency set forth in this Agreement, upon the Closing,
Developer hereby waives, releases and discharges forever Agency and its Representatives from
all present and ititure Losses and Liabilities, present and future, arising out of or in any way
connected with Agency's or Developer's use, maintenance, ownership or operation of the Site,
except those atismg out of the sole negligence or willful misconduct of Agency or its
RepresentatiVes
Developer acknowledges that it is aware of and familiar with the provisions of
Section 1542 of the California Civil Code which provides as follows
"A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 'WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME
OF MO3CIITENO THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR?'
Developer hereby waives and relinquishes all rights and benefits winch it may
have under Section 1542 of the California Civil Code with respect to the matters described in the
Section Unless explicitly set forth 'elsewhere in this Agreement, Developer does not waive or
relinquish any such rights and benefits it may have with respect to any other obligations of
Agency set forth in tins Agreement
Nothing contained m tins 312 is intended to modify the indemnities contained in
this Agreement
313 Preliminary Work by the Developer
Developer shall submit all permit applications, drawings and the Evidence of
Financing and satisfy all other obligations of this Agreement to be satisfied prior to Conveyance
within the tunes established therefore m the Schedule of Performance
West Culver Lofts DDA 041706
- 32 - 11S-Prior to the conveyance of the Site, Agency shall permit Developer to enter the
Site for the purpose of soils testing, survey work and other redevelopment activities and shall use
its best efforts to secure the right of entry to the Site on non-Agency owned property for
representatives of Developer at all reasonable times for the same purpose If Developer desires
to conduct testing or surveys of the Site, Developer agrees to enter into a right of entry
agreement with Agency for such purpose and provide a work plan, evidence of insurance and
other documentatiOn as may reasonably be required by Agency The Agency agrees to provide,
or cause to be provided, to Developer all data and information pertaining to the Site which is
available to the Agency when requested by Developer Developer shall defend, Indemnify, and
hold Agency tuld City harmless for all Losses and Liabilities incurred by Agency or City arising
out of any activity pursuant to this Section 307, unless caused by the negligence or willful
misconduct ofAgency, its, agents, contractors or employees
314 Evidence of Financing
Within the time set forth therefore in the Schedule of Performance, Developer
shall submit to the Agency evidence reasonably satisfactory to the Agency that the Developer
has obtained sufficient equity capital and commitments for the fmancmg necessary for the
acquisition and development of the Site in accordance with this Agreement. The Agency shall
approve or disapprove such Evidence of Financing within ten (10) days of submission. Such
evidence (collectively, the "Evidence of Fmancmg") shall include, at a minimum
(a) A construction budget and construction loan documents or commitments
for construction financing, as requested by Agency, from a lender reasonably acceptable to the
Agency, subject to such lenders' reasonable, customary and normal conditions and terms,
("Construction; Loan") along with evidence reasonably satisfactory to the Assistant Executive
Director that the, lender intends to execute the construction loan documents as contemplated by
the Construction Lan and provide an initial funding on or before the Closing. Any such
Construction loan shall provide for notice of default to Agency, the right to cure and such other
terms as required by Section 406
(b) Evidence of such other loans or grants as may be required to pay (0 the
amount of the Construction Contract for the Improvements, plus (u) an amount equal to all
consultant and loan fees, "points," commissions, charges, furnishings, fixtures, taxes, interest,
start up costs, Developer's overhead and administration, and other costs and expenses of
developing and completing the Project
(c) A fixed price construction contract ("Construction Contract") or other
commitment reasonably acceptable to the Agency along with evidence reasonably satisfactory to
the Assistant Executive Director that the contractor intends to execute the same and is ready,
willing and able to construct the Improvements for the cost indicated therein subsequent to the
Closing Any such Construction Contract shall provide for notice of default to Agency, the right
to cure and such other terms as required by Section 407
(d) A copy of the most recently prepared compiled Annual Financial
Statements (mcludmg the opinion of the Developer's accountant) for Developer, its managing
members and parent company, daily, and a copy of Developer's most recent internally prepared,
West Cutvtst Lofts DDA 041706
- 33 -unaudited financial statements, which shall include a balance sheet, income statement, statement
of retained earnings, statement of cash flows, and footnotes thereto, prepared on a tax basis or in
accordance witlfgenerally accepted accounting principals, each consistently applied
315 Relocation
Agency shall be responsible for complying and/or causing compliance with all
Relocation Laws at no cost or expense to Developer All costs associated with such compliance,
including withetit limitation, the cost of utilizing a relocation consultant and the costs of
providing relocation benefits to all eligible persons and business, shall be borne by Agency
Title to the site will be conveyed by Agency to Developer free of any possessiori or right of
possession. Agency shall be responsible to perfium, and pay all costs associated with, the
relocation from the Site of "displaced persons" pursuant to the Relocation Laws
316 Intentionally Omitted
317 Real Estate Commissions
The Agency shall not be liable for any real estate commissions or brokerage fees
which may anse in Connection with the sale of the Site to Developer The Agency represents
that it has engaged no broker, agent, finder or third party in connection with this transaction.
Developer hereby mdemiufies Agency from and against any and all costs r claims and judgments
arising out of di relined to the services of any broker or finder in connection with the Site
engaged by Developer, and Developer shall be solely responsible for any compensation that may
be due such other broker or finder
318 Demolition and Remediation of the Site
Prior to the Closmg, Agency shall demolish any structures on the Site and
complete all remediation required by the Environmental Reports Though Developer may
undertake an environmental assessment of the Site prior to closing m accordance with Section
313, under no circumstances shall Agency be required to perform any remediation other than as
may be required by the Environmental Reports In connection with the demolition of the
structures on the Site, Agency shall use reasonable care to locate and remove any of the
following which may be attached to any of the structures being demolished (i) septic Ttanks and
cess pools, (n) grease receptors, and (m) sumps and similar items Agency shall perform all
demolition, remediation and containment activities in accordance with Environmental Laws
Agency shall take all reasonably necessary precautions to prevent the release of any Hazardous
Materials onto the Site or into the environment in connection with the use or development
thereof in violation of applicable Governmental Requirements Such precautions shall include
complying with and causing all activities on the Site to comply with all Governmental
Requirements with respect to Hazardous Materials In addition, the Agency shall install and
utilize such equipment and implement and adhere to all procedures, requirements and restrictions
imposed by Governmental Requirements pertaining to the disclosure, storage, use, removal and
disposal of Hazardous Materials Agency further covenants that it shall not, except for
customary materials used and applied in accordance with all Governmental Requirements and in
the ordinary course of demolishing the Site, (i) deposit Hazardous Materials in, on or upon the
West Culver Lofts DDA 041706
- 34 -Site, in violation of any applicable Governmental Requirements, nor (n) permit the deposit of
Hazardous Materials in, on or upon the Site in violation of any applicable Governmental
Requirements
319 Developer Responsibilities after Closing
After the Closing, it shall be Developer's responsibility to remedy any soil or
geologic condition at ,its cost and to fulfill its obligations hereunder Developer shall perform all
preparation of the Site for construction of the Project in accordance with Environmental Laws
Developer shall beSesponsible for all Site preparation costs after the Closing. Doveloper shall
take all reasonably necessary precautions to prevent the release of any HazardoUS Materials onto
the Site or nitb the environment in connection with the use or development thereofm violation of
applicable GoVemmental Requirements Such precautions shall include coniglyinit With and
causing all activities on the Site to comply with all applicable Governmental RoOreMents with
respect to HAAN= Materials In addition, the Developer shall install and *Oh= such
equipment and implement and adhere to all procedures, requirements and retitrictions#peal by
Governmental Requirements pertaining to the disclosure, storage, use, removal anttoposai of
Hazardous Materials Developer further covenants that it shall not, except ittortuivnary
materials used and- applied m accordance with all Governmental RequireMein* and , ul the
ordinary come of completing, maintaining and operating the Improvements Or etisitiMarlly
utilized by households for domestic purposes in accordance with all Governmental
Requirements, JO ,deposit Hazardous Materials in, on or upon the Site, in violation qt. any
applicable Governmetital Reqinrements, nor (n) permit the deposit of Hazardous Materials in, on
or upon the Site in violation of any applicable Governmental Requirements
Prior to and during construction of the Project, Developer shall not engage in any
Hazardous Materials Activity, except in strict compliance with all applicable EnVimtnnental
Laws, and shall comply with all applicable Environmental Laws in connection with any activity
on or about the Site, including the construction and operation of the Project. DeveloPee shall
maintain the Site and any Improvements thereon in good condition free from graffiti' . and from
any accumulation of debris or waste materials Developer shall keep and maintain the Site in
conformity with the Culver City Municipal Code and all other applicable ,GOVerrmiental
Requirements
320 Required Disclosures after Closing
lf, after Developer takes title to the Site, Developer discovers the presence of
Hazardous Materials under or upon the Site in violation of applicable Governmental
Requirements, or there is a release of Hazardous Materials on or from the Site in violation of
applicable Goifernmental Requirements, Developer shall provide to Agenok a copy of any
environmental yernuts, disclosures, applications, entitlements or inquiries relating to such
Hazardous Materials, including any notices of violation, notices to comply, citations, inquiries,
clean up or abatement orders, cease and desist orders, reports filed pursuant to selfrepOrtMg
requirements and reports filed or applications made pursuant to any Governmental Requirements
relating to Hazardous Materials and 'underground tanks including, specifically, without
limitation, the following
West Culver Lofts DDA 041706
- 35 - s1 All required reports of releases of Hazardous Materials, including notices
of any release of Hazardous Materials as required by any Governmental Requirements,
ii All notices of suspension of any environmental permits.
in All notices of violation from federal, state or local environmental
authorities,
iv All orders under the State Hazardous Waste Control Act and the State
Hazardous Substance Account Act and corresponding federal statutes, concerning investigation,
comphance schedules, clean up, or other remedial actions,
All orders under the Porter Cologne Act, mcludmg corrective action
orders, cease and desist orders, and clean up and abatement orders,
vi Any notices of violation from OSHA or Cal OSHA concerning
employees' exposure to Hazardous Materials, and
vu. All complaints and other pleadings filed against Developer relating to
Developer's storage, use, transportation, handling or disposal of Hazardous Materials on the Site
In the event any Hazardous Materials are discovered on the Site in violation of
applicable Governmental Requirements, or a release of Hazardous Materials into the
environment occurs in violation of applicable Governmental Requirements, the Developer shall
promptly and fully remediate such Hazardous Materials m accordance with all Governmental
Requirements, and such remediation shall be at the Developer's sole cost and expense Upon
request of the Agency, the Developer shall furnish to Agency a copy of any and all other
environmental documents or inquiries relating to or affecting the Site from time to tune during
Developer's ownership or possession thereof
321. Taxes and Assessments
Subsequent to the conveyance, Developer shall pay, when due, all taxes,
assessments, and special taxes levied on the Site, in accordance with applicable Governmental
Requirements, and all debt service on all bonds outstanding from time to tune which have a hen
or encumbrance on the Site, provided, however, that until November 23, 2029, Developer agrees
to make no appeal or challenge of an assessment of the fair market value of the Site for property
tax purposes, except for a decrease in value challenge or challenge to an initial assessment of a
newly completed or rehabilitated building, to the extent the value challenged is in excess of the
actual costs of construction and land
322 Agency Rights of Entry
If at any time Developer fails to maintain the Site in accordance with all
applicable Governmental Requirements and such condition is not corrected within seven (7) days
after written notice from the Agency with respect to graffiti, debris, waste material, and general
maintenance, or thirty (30) business days after written notice from the Agency with respect to
landscaping and building Improvements, then the Agency, in addition to whatever remedies it
West Qdver Lofts DDA 041706
- 36 CIWest Culver Las DDA 041706
may have at law or at equity, shall have the right to enter upon the applicable portion of the Site
and perform all acts and work reasonably necessary to protect, nountAin, and preserve the Site
and the Improvements and landscaped areas thereon, and to attach a hen upon the Site, or to
assess the Site, in the amount of the expenditures arising from such acts and work of protection,
maintenance, and preservation by the Agency and/or costs of such cure, including a ten percent
(10%) adrannstrative charge, which amount shall be promptly paid by the Developer upon
demand Any such entry shall be made only after reasonable notice to the Developer, and the
Agency shall indemnify, defend and hold the Developer harmless from any claims or liabilities
pertaining to any entry by the Agency Any damage or injury to the Site resulting from Agency's
entry shall be promptly repaired at the sole expense of the Agency Any notice given by the
Agency under this Section 322 must specify in bold and conspicuous type that Agency is
delivering the notice pursuant to Section 322, and Developer's failure to act within the required
time period will entitle the Agency to exercise the self-help nghts granted under this Section 322
323 Indemnification
Followmg the Conveyance, Developer agrees to save, protect, defend, indemnify
and hold harmless the Agency and the City, and their respective Representatives, from and
against any and all Losses and Liabilities (mcludmg, without limitation, reasonable attorneys'
and consultants' fees, investigation and laboratory fees, and remedial and response costs but
excluding the extent to which such loss or liability arises from the active negligence or
intentional misconduct of Agency or City) which may now or m the future be incurred or
suffered by Agency and/or City, or their Representatives, by reason of, resulting from or arising
in any manner whatsoever as a direct or indirect result of (0 the ownership (or possession) of all
or any part of the Site for purposes of any Governmental Requirements regulating Hazardous
Materials first discovered on the Site following the Conveyance, (n) any act or omission on the
part of Developer, or its Representatives, contractors or mvitees with respect to the Site, (in) the
presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release
from the Site of any Hazardous Materials first discovered on the Site following the Conveyance,
(iv) any environmental or other condition of the Site first discovered following the Conveyance,
and (v) any Losses and Liabihnes incurred with respect to the Site under any Governmental
Requirements relating to Hazardous Matenals first discovered on the Site following the
Conveyance Developer's obligations under this Section 323 shall survive the issuance of the
Release of Construction Covenants or any termination of this Agreement
400 DEVELOPMENT OF THE SITE
401 Preparation of Condominium Subdivision Map
Prior to the commencement of construction, Developer shall prepare or cause to
be prepared, at its sole expense, a survey of the Site and any required condomuuum subdivision
map dividing the Site into legal condominium parcels appropriate for the development
contemplated herein Such condominium subdivision map shall be prepared m accordance with
applicable requirements of the Subdivision Map Act, Government Code Sections 66410 et seq ,
the City's applicable subdivision ordinance, and all other applicable Governmental
RequirementsDeveloper shall construct the Improvements substantially m accordance with the
Scope of Development, the condominium subdivision map and the plans, drawings and
documents submitted by Developer and approved by Agency as set forth herein, which approval
shall not be unreasonably withheld, conditioned or delayed
402 Design Review
Developer acknowledges and agrees that in reviewing and approving documents
under this Section, Agency is acting as a legal entity separate and distinct from the City and that
Agency's actions in this' regard are separate and distinct from the City's conduct of its typical
governmental functions and exercise of its police powers in its governmental capacity The
Agency shall WM commercially reasonable efforts to cause the City to approve or disapprove the
plans, drawings and related documents submitted by Developer under this Agreementlithin the
tunes established in the Schedule of Performance The Agency shall further we conitherciallY
reasonable efforts to cause the City not to require any changes inconsistent with thelcope of
Development Padize by the City to approve or disapprove within the timerreblished in the
Schedule of Peribrmance shall be deemed disapproval Agency will use COMIneptiollY
reasonable best, Obits to insure that any disapproval shall state in writing the *setts Jr o
disapproval and the Changes which the City requests be made Agency will usetciliMittrcially
reasonable best efforts to insure that such reasons and such changes are consistent with,theScope
of Development sail any items previously approved by the City The Developer, uponteollit of
a disapproval bind upon powers reserved by the City hereunder, shall revise Such Plans,
drawings and refuted documents and resubmit them to the City as soon as possedeaftet receipt
of the notice of disapproval During the preparation of all drawings and plans, Agencymtaff and
the Developer shall hold regular progress meetings to coordinate the preparation of submission
to, and review of construction plans and related documents by the City The Agency and the
Developer shall communicate and consult mformally as frequently as is necessary to insure that
the formal submittal of any documents to the City can receive prompt and speedy consideration
402 1 Review and Approval _
Concurrently with the approval of this Agreement, Agency has approved
the basic concept drawings for the Improvements Agency shall have the right to approve the
design development drawings for conformance with the basic concept drawings, which approval
shall not be unreasonably withheld, conditioned or delayed Agency shall have the right to
approve, which approval shall not be unreasonably withheld, conditioned or delayed, the
building permit drawings for conformance with the basic concept drawings and design
development drawings
402 2 Standards for Approval
Agency shall have the right to disapprove in its reasonable discretion any
of the design development drawings if the same do not conform to the basic concept drawings
Agency shall have the right to disapprove in its reasonable discretion any of the budding permit
drawings if the building permit drawings do not conform to the approved design development
drawings Agency shall grant or withhold such disapproval by delivery of written notice to
Developer within ten (10) business days from delivery by Developer to Agency, which notice
West Culver Lofts DDA 041706
38 -shall state in writing the reasons for disapproval and the suggested means to correct the
disapproved matters Developer, upon receipt of a disapproval based upon powers reserved by
Agency hereunder, shall revise such portions and promptly resubmit the revised documents to
Agency Notwithstanding anything herein to the contrary, upon the written agreement of the
Partied, the Schodule,of Performance may be extended for such time as is reasonable to permit
Developer and Agency to resolve any Agency disapproval
402.3 Consultation and Coordination
During the preparation of the basic concept drawings, design development
drawings and building permit drawings, staff of Agency and Developer shall hold regular
progress meetings to coordinate the preparation
of;
submission to, and review of the design
development drawings and building permit drawings by Agency The staff of Agency and
Developer Shall communicate and consult informally as frequently as is necessary to ensure that
the final submittal of any documents to Agency can receive prompt and thorough coMaderation
Agency shall denigrate an Agency employee to serve as the project manager who isresponsible
for the coordination of Agency's activities under this Agreement and for expediting the land use
approval and pemutting process
402 4 Revisions
If Developer desires to propose any material revisions to Agency approved
basic concept drawings, design development drawings or building permit drawings, Developer
shall submit such proposed changes to Agency and shall also proceed in accordant* with any
and all federal, state and local laws and regulations regarding such revisions Provided that the
Agency board is not required to approve the revisions, Agency shall grant or withhold such
disapproval by dehvery of written notice to Developer within ten (1() business days from
delivery by Developer to Agency of such revisions, which notice shall state in writing the
reasons for disapproval and the suggested means to correct the disapproved matters. Developer,
upon receipt of a disapproval based upon powers reserved by Agency hereunder, shall revise
such portions and promptly resubmit the revised documents to Agency Notv4thsta0mg
anything herein to the contrary, upon the approval of both Parties, the Schedule of Performance
may be extended for such time as is reasonable to permit Developer and Agency to resolve any
Agency disapproval At the sole discretion of Agency, if any change proposed results In a , change
in the uses of the Site as proposed m the design development drawings or building permit
drawings from the uses of the Site as provided for iii this Agreement, then this Agreement is
subject to renegotiation of all terms and conditions, including without limitation, the economic
terms hereof If the drawings, as modified by the proposed change, generally and substantially
conform to the requirements of the Scope of Development and the uses of the Site as provided
for in this Agreement, Agency shall review and approve the proposed change and notify
Developer in writing within ten (10) business days after submission to Agency The Assistant
Executive Director is authorized to approve immaterial changes to Agency approved drawings
and building permit drawings provided such changes (i) do not significantly increase or reduce
the cost of the proposed development and (n) do not Significantly reduce the quality of materials
to be used Any and all change orders or revisions required by the City and its inspectors which
are required under the Mumcipal Code and all other apphcable Umform Codes (e g
Plumbing, Fire, Electrical, etc ) and under other applicable laws and regulations generally
-39- L
West Culver Lofts DDA 041706applicable to projects similar to the Project shall be included by Developer in its basic concept
drawings, design development drawings and building permit drawings and completed during the
construction of the Improvements Agency shall reasonably consider any revisions required by
any lender
402.5 Defects in Plans
Agency shall not be responsible either to Developer or to third parties in
any way for any defects in the basic concept drawings, the design development drawings or the
building permit drawings, nor for any structural or other defects in any work. clOac according to
the approved basic oghcept drawings, design development drawings or building permit drawings
Developer hereby witivis and releases any claim it may have against Agency orlts officers,
employees, 'agents, representatives and volunteers, for any monetary damages or compeotiation
as a result of defects in the drawings, including without limitation the violation of any laws, and
for defects in Eft work done according to the approved drawings Developer makes such release
with il Itaowliolp of Civil Code Section 1542 and hereby waives any and all rigida thereunder
to the extent of this release, if such Section 1542 is applicable Section 1542 of the Civil Code
provides as follows
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Developer hereby agrees to mdemmfy and hold harmless Agency, City
and their respective Representatives for any Losses and Liabilities (including attorneys' fees and
costs) ineuiTed as a result of third party claims of defects m the Project drawittp, mcluding
without limitation the violation of any laws, and for defects in any structural or other work
performed by or on behalf of Developer in designing or constructing the Project
403 Permits
Before commencement of the construction of the Improvements or other work
upon the Site, Developer shall, at its own expense, secure or cause to be secured any and all
permits and approvals which may be required for the construction of the Improvements by the
City or any other governmental agency affected by such construction or work Developer shall,
without limitation, apply for and secure the following, and pay all costs, charges and fees
associated therewith all permits and fees required by the City, the County of Los Angeles, and
all other governmental agencies with jurisdiction over the Improvements and the Site
Agency staff will work cooperatively with Deteloper to assist in coordinating the
expeditious processing and consideration of all necessary permits, entitlements and approvals
However, the execution of this Agreement by Agency does not constitute the granting of or a
commitment to obtain any required land use permits, entitlements or approvals required by
Agency or the City
West Culver Lofts DDA 041706
-40-404 Schedule of Performance
Developer shall submit all drawings, commence and substantially complete all
construction of the Improvements, and satisfy all other obligations and conditions of this
Agreement within the times established therefore in the Schedule of Performance
405 Cost of Construction
All of the cost of planning, designing, developing and constructing all of the
Improvements in conformance with the approved drawings shall be borne by Developer
Notwithstanding the foregoing concerning the Developer paying for all costs of
the Improvements, Developer shall not be required to pay for or reimburse Agency for costs
incurred by Agency in utilizing staff and/or consultants in analyzing and admimstermg this
Agreement
406 Construction Budget, Construction Loan
By the deadline specified in the Schedule of Performance, Developer shall submit
to the Agency a draft Construction Loan In connection with submission of the Conkftuotion
Loan, Developer shall submit to and obtain Agency's approval of a construction budget; Showing
the projected proglevelopment and development costs of the Improvements and a sources and
uses statement Showing that the projected funding sources will be available as needed to fund all
such projected costs at the time incurred
The Agency shall have the right, but not the obligation, to approve all change,
orders to the construction budget and other specifications related to the construction of the
Improvements The Construction Loan shall be consistent with the terms and provisions of this
Agreement and shall provide, among other matters, that all change orders requests shall be
submitted to the Assistant Executive Director for approval if they are in an individual amount m
excess of Twenty Thousand Dollars ($20,000) Once the cumulative amountof all change orders
equals five percent (5%) of the construction budget approved in connection with the Conveyance
of the Site to Developer, then all change orders and draw requests regardless of amount shall be
submitted to the Agency for its approval Developer shall submit copies of all draw requests to
the Agency and the Construction Lender concurrently Agency shall have no nght to approve
construction draw requests pnor to the release of such draw by the Construction Lender Prior to
execution of any final Construction Loan documents by Developer, Developer shall secure the
Agency's approval of the terms and conditions of those Construction Loan documents, which
approval shall not be unreasonably withheld, conditioned or delayed, and shall be limited to and
only for the purpose of assuring comphance of the Construction Loan documents with the
requirements of this Agreement, and the Construction Contract Agency shall approve or
disapprove said Construction Loan documents within ten (10) busmess days of their submission,
Concurrent with any disapproval, Agency shall inform Developer in writing of the reasons for
such disapproval If Developer, shall not have received any approval or disapproval within the
foregoing ten (10) business day period, the Construction Loan shall thereupon be deemed
disapproved by Agency Notwithstanding anything herein to the contrary, upon the mutual
West Culver Lofts DDA 041706
çcfagreement of the Parties, the Schedule of Performance may be extended for such tune as is
reasonable to permit Developer and Agency to resolve any Agency disapproval
The-Construction Loan shall be made by an Institutional Lender and secured by
Developer's interest in the Site and the Improvements to be constructed thereon and such other
collateral and/or credit enhancement as needed The Construction Loan shall require the lender
to enter into the Subordination Agreement and the hitercreditor Agreement with the Agency
The Subordination Agreement shall comply with Section 301 3 hereof The Construction Loan
documents shall include such other matters as reasonably requested by Agency, includmg,
without hnUtation, the right to notice of default and the right (but not the obhgation) to cure such
default and assume Developer obhgations and rights under the Construction Loan
The subordination by Agency pursuant to this Section shall be made m
accordance with a Subordination Agreement m form and substance reasonably approved by
Agency's legal counsel which shall include (without limitation) acknowledgments by the senior
hen holder that in the event Agency acquires title to the Site from Developer pursuant to any
provision of the Agency Loan Documents, Agency may assume and succeed to Developer's
obligations under the senior hen without acceleration of such senior loan and without requiting
any transfer fee, application fee or costs associated therewith, and that such senior Ben holder
will recognize Agency as "Developer," so long as Agency assumes, by a wnting in form and
substance reasonably satisfactory to the senior hen holder and its legal counsel, all of
Developer's obhgattotis under the senior loan
In no event shall the Construction Loan be cross defaulted with any other loan
secured by any other property of Developer other than the Site Developer shall draw upon and
utilize the full amount of the Construction Loan only for financing the Project costs for the Site
and any other purposes approved by Agency, and the Construction Loan shall be disbursed and
apphed in accordance with the approved construction budget, as it may be amended from time to
tune with the consent of the Agency, not to be unreasonably withheld, conditioned or delayed
Agency approval of the Construction Loan shall not constitute a waiver by
Agency of any breach or violation of this Agreement that is a result of acts that are or purport to
be in compliance with or in furtherance of said Construction Loan Neither the Agency nor
Developer shall be obligated to close Escrow unless they have received written confirmation
from the construction lender that the Construction Loan documents are in a position to be
recorded concurrently therewith.
407 Construction Contract
By the deadline specified therefore in the Schedule of Performance and prior to
the execution of any final contract, Developer agrees to deliver to Agency, for its review and
approval, a fixed price or guaranteed maximum cost Construction Contract(s) for all of the
Improvements, which Construction Contract shall obhgate a reputable and financially
responsible general contractor(s) ("General Contractor"), capable of bemg bonded and licensed
in California and with experience in completing the type of Improirements contemplated by this
West Culva Lofts DDA 041706
- 42 - 375—Agreement, to commence and complete the construction of those Improvements
m accordance with this Agreement and at the price stated therem
The Construction Contract shall give Agency the right, but not the obligation, to
cure defaults thereunder and to assume Developer's obligations and rights under the contract,
provided, that such right to cure and assume that contract shall be subject to the rights, if any, of
Developer's Construction Lender with respect to such Construction Contract In addition, the
Construction Contract shall provide, among other matters, that all change orders shall be
submitted to the Assistant Executive Director for approval if they are in an individual amount
excess of Twenty Thousand Dollars ($20,000) Once the cumulative amount of all change orders
equals five percent (5%) of the construction budget approved in connection with the Conveyance
of the Site to Developer, then all change orders regardless of amount shall be submitted to the
Agency for its approval Further, each Construction Contract shall set forth a reasonably detailed
schedule for completion of each material stage of construction
Agency shall approve or disapprove said Construction Contract within ten (10)
busmess days of its submission Agency's approval shall not be unreasonably withheld,
conditioned or delayed, and shall be limited to and only for the purpose of assuring compliance
of the Construction Contract documents with the requirements of this Agreement and the
Construction Loan. Agency approval of a Construction Contract shall not constitute a waiver by
Agency of any breach or violation of this Agreement that is a result of acts that are or purport to
be in compliance with or in furtherance of said Construction Contract.
In the event of any disapproval, Agency shall, concurrently with delivery of the
notice of such disapproval to Developer, inform Developer in writing of the reasons for
disapproval and the required changes to the Construction Contract Developer and General
Contractor shall have twenty (20) business days from receipt of any notice from the Agency
specifying required changes ("Construction Contract Disapproval Notice"), withm which to
notify Agency that Developer agrees to negotiate with the General Contractor to make such
changes or that Developer objects to any such requested changes If Developer notifies Agency
within said twenty (20) business day period of its objections to any such requested changes, then
the Agency and Developer shall meet at a mutually acceptable time to discuss their diftbrences
within ten (10) business days after the Developer gives such notice Following such meeting,
Developer shall use commercially reasonable efforts to cause the General Contractor to revise
the Construction Contract and resubmit it for approval to the Agency as required by this
Agreement by the later of (i) thirty (30) calendar days after receipt of the Construction Contract
Disapproval Notice, or (n) ten (10) business days after such meeting, unless the nature of such
changes requires a longer period of time, in which case Developer shall resubmit said revised
Construction Contract as soon as possible, and, m any case, no later than forty five (45) calendar
days after receipt of the Construction Contract Disapproval Notice Any such resubmissions
shall be approved or disapproved and revised within the times set forth herein with respect to the
initial submission, and such resubnussions shall not extend any of the outside dates set forth in
the Schedule of Performance If, notwithstanding compliance 'with the above procedure, the
beveloper fails to provide Agency with a Construction Contract licceptable to the Agency within
the time provided m the Schedule of Performance (or within such additional time as the Agency
shall allow), then either party may thereafter elect to terminate this Agreement Notwithstanding
West Culver Lofts DDA 041706
- 43 -
Jse oap,6anything herein to the contrary, upon the agreement of the Parties, the Schedule of Performance
may be extended for such time as is reasonable to permit Developer and Agency to resolve any
Agency disapproval
In connection with delivery of the Construction Contract, Developer shall furnish
Agency with a contractor's performance bond or other assurance reasonably acceptable to the
Agency in an amount not less than one hundred percent (100%) of the costs for the applicable
Improvements and a payment bond guaranteeing contractor's completion of those Improvements
free from hens of material men, contractors, subcontractors, mechanics, laborers, and other
similar hens. Said bonds shall be issued by a responsible surety company, licensed to do business
in California, and with a financial strength and credit rating reasonably acceptable to Agency and
shall remidn,in effect until the entire costs for such Improvements shall have bee' paid m full
Any such bon4itak,11 be in a form reasonably satisfactory to Agency legal counsel In ben of the
payment and perkenance bonds, Developer or the general contractor may'provide a letter of
credit to 14geticy in the amount of not less than one hundred percent (100%) of the costs for the
applicable Improirements, in a form and from an Institutional Lender approved by Agency,
which approval shall not be unreasonably withheld
408 Rights of Access
Prior to the issuance of the Release of Construction Covenants, for purposes of
assuring compliance with this Agreement, representatives of Agency shall have the right of
access to the Site, without charges or fees, at normal construction hours during the period of
construction for the purpose of ensuring compliance with this Agreement, including but not
limited to, the infpecnon of the work being performed m the construction of the Improvements
so long as Agency representatives comply with all safety rules and, at Developer's option, are
escorted by a representative of Developer Agency (or its Representatives) shall, except in
emergency situations, notify Developer prior to exercising its rights pursuant to tins Section and
shall first have -come to the Developer's construction office located thereon, have identified
themselves, and be accompanied by a representative of the Developer or its contractor while an
the Site Agency shall indemnify, defend and hold harmless Developer for any Losses and
Liabilities (including, without, limitation, attorneys fees and costs) arising out of any of the
foregoing inspection activities, except those ansmg out of the sole negligence or willful
misconduct of the Developer or its employees, officers, agents or representatives
409 Compliance with Laws
Developer shall carry out the design and construction of the Project in conformity
with all applicable Governmental Requirements, including all applicable state labor standards,
the Citrzoning and development standards, building, plumbing, mechameal and electrical codes,
and all other provisions of the Culver City Municipal Code, and all applicable disabled and
handicapped access requirements, including without limitation the Americans With Disabihnes
Act, 42 U S C Section 12101, et seq , Government Code Section 4450, et seq. Government
Code Settion 11135, et seq , and the Unruh Civil Rights Act, Civil Code Section 51, et seq
West Culver Lofts ADA 041706
44 - s-7410 Nondiscrimmation in Employment
Developer certifies and agrees that all persons employed or applying for
employment by it and all subcontractors, bidders and vendors, are and will be treated equally by
it without regard to, or because of race, color, religion, ancestry, national ongm, sex, age,
pregnancy, childbirth or related medical condition, medical condition (cancer related) or physical
or mental disability, and in compliance with Title VII of the Civil Rights Act of 1964,42 U S C
Section 2000, et seq. the Federal Equal Pay Act of 1963, 29 U S C Section 206(d), the Age
Discrinimation in Employment Act of 1967, 29 U S C Section 621, et seq , the Immigration
Reform and Control Act of 1986, 8 U S C Section 1324b, et seq , 42 U S C Section 1981, the
California Fair Employment and Housing Act, Cal Government Code Section 12900, et seq., the
California Equal Pay Law, Cal Labor Code Section 11975, Cal Government Code Section
1113$, the Americans with Disabilities Act, 42 U S C Section 12101, et seq , and all other
antidiscrimination laws and regulations of the United States and the State of California as they
now exist or may hereafter be amended Developer shall allow representatives of Agency access
to its employment records related to this Agreement during regular business hours to verify
compliance with these provisions when so requested by Agency
411 Levies and Attachments on Site
Developer shall remove or have removed any levy or attachment made on any of
the Site or any part thereof, or assure the satisfaction thereof within a reasonable tune other than
those levies or attachments imposed as a result of Agency activities Nothing herein shall be
deemed to prohibit Developer from contesting the validity or amount of any levy or attachment
nor to limit the remedies available to Developer with respect thereto
412 Mechanics Liens and Stop Notices
Developer shall remove or have removed any mechanics hen or stop notice made
on any of the Site or any part thereof, or assure the satisfaction thereof as provided' herein other
than those hens or stop notices imposed as a result of Agency activities If a claim of a hen or
stop notice is given or recorded affecting the Improvements, Developer shall within forty-five
(45) days of such recording and service or within five (5) days of Agency's demand whichever
last occurs
(i) pay and discharge the same, or
(n) affect the release thereof by recording and delivering to Agency a surety
bond in sufficient form and amount, or otherwise, or
(in) notify the Agency theit a good faith dispute has arisen with respect to the
hen and provide Agency with other assurance which Agency deems, in its reasonable discretion,
to be isatisfactory for the payment of such hen or bonded stop notice and for the full and
continuous protection of Agency from the effect of such hen or bonded stop notice
West Oliver Lofts DDA 041706 - 45 - g413 Compliance with Labor Laws
With respect to all work performed in the construction, alteration, demolition,
installation or repair of the Project, Developer and Developer's contractor(s) and
subcontractor(s) shall pay prevailing wages, if applicable, keep all required records, comply with
applicable meximumi hours requirements, comply with applicable apprentice requirements, and
comply With all applicable regulations and statutory requirements pertaining thereto, all in
compliance with the Labor Laws Upon the request of Agency, Developer shall certify to the
Agency that it is in compliance with all Labor Laws The parties acknowledge and agree that the
Agency has no firormetary interest in the Project Accordingly, the Agency makes no warranty
or guaranty to Developer regarding the applicability of Labor Code Section 1720(eX2) to the
Project. In the- event that any chum or legal action is brought against the Developer_ and/or
Agency pertaining to the compliance of the construction, alteration, demolition, installition or
repair of the linprovements with any Labor Laws, the Developer shall defend ititelf and, without
cost to the Agency, defend, indemnify and hold the Agency harmless therefrom. 'Upon the
Developees fluky. to defend, indemnify and hold the Agency harmless from Such claims, the
Agency ihall lie entitled to recover from the Developer all of the Agency 's costa imd expenses
incurred on account of such failure, mcludmg (but not limited to) reasonable attorneys fees and
costs Each party shall promptly notify the other party of the fihng of any such -claim or action
and cooperate with the defense thereof The Developer shall not settle or compronuse the
defense of such elimn or action on behalf of the Agency, or permit a default judgment to be taken
against the Agency, without the prior written approval of the Agency, which shall not
unreasonably be withheld Developer shall allow representatives of Agency access to its
employment reOards related to this Agreement during regular business hours to venfy
compliance with these provisions when so requested by Agency
414 Financing of the Improvements
414 1 No Encumbrances Except Mortgages and Deeds of Trust
Mortgages and deeds of trust through an Institutional Lender for the
purpose of securing loans of funds to be used for (i) financing the acquisition, predevelopMent or
development of the Site, (u) financing the construction of the Improvements (including
architecture, engineering, legal, and related direct costs as well as indirect hard and soft costs
such as real property taxes, insurance premiums, closing costs, loan carrying costs, costs of
financing and overhead) on or in connection with the Site, or (in) any other purposes necessary
and appropnateiin connection with the Project under this Agreement, shall be permitted before
issuance of the Release of Construction Covenants only with Agency's pnor written approval m
accordance with Section 206 Any mortgage or deed of trust or other grant of a security interest
in the Site shall constitute a Transfer for purposes of this Agreement The words "mortgage" and
"trust deed" solgly as used in this Section 414 1 shall not include sale and lease-back and other
means of financing which involve the granting of a security interest
414 2 Holder Not Obligated to Construct Improvements
The holder of any mortgage or deed of trust authorized by this Agreement
shall not be obligated by the provisions of this Agreement to construct or complete the
West Culver Lofts DDA 041706
- 46 -Improvements or any portion thereof; or to guarantee such construction or completion, nor shall
any covalent or any other provision in this Agreement be construed so to obligate such holder
Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to
devote the Site to any uses or to construct any improvements thereon, other than those uses or
improvements provided for or authorized by this Agreement
4143 Default Notice to Mortgagee or Deed of Trust Holders, Right to Cure
With respect to any mortgage or deed of trust granted by Developer as
provided herein, whenever Agency may deliver any notice or demand to Developer with respect
to any material breach or default by Developer in completion of construction of the
Improvements, Agency shall at the same time deliver to each holder of record of any mortgage
or deed of trust authorized by its Agreement a copy of such notice or demand Each such holder
shall (insofar ail the rights granted by Agency are concerned) have the nght, at its option, within
sixty (60) days after the expiration of all cure periods available to Developer to cure or remedy
or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of
any such default and to add the cost thereof to the mortgage debt and the hen of its mortgage If
such default shall be a default which can only be remedied or cured by such holder upon
obtaining possession of the Site or any portion thereof and such holder promptly commences and
dihgently prosecutes efforts to obtain possession with diligence through a receiver or otherwise,
such holder shall have until sixty (60) days after obtaining possession to cure such default
Notwithstanding anything to the contrary contained herein, in the case of a default which cannot
with diligence be remedied or cured within sixty (60) days, such holder shall have such
additional tune as reasonably necessary to remedy or cure such default with diligence but m no
event longer that three hundred sixty-five (365) days after receipt of notice hereunder; provided,
further, such holder shall not be required to remedy or cure any non curable default of Developer
(such as an unauthorized attempted assignment or the failure to meet a deadline)
Nothing contained in this Agreement shall be deemed to permit or
authorize such holder to undertake or continue the construction or completion of the
Improvements, or any portion thereof (beyond the extent necessary to conserve or protect the
improvements or construction already made) without first having expressly assumed Developer's
obligations to Agency by written agreement reasonably satisfactory to Agency The holder in
that event shall only be liable or bound by Developer's obligations hereunder during the period
that the holder is in possession of such portion of the Site in which the holder has an interest and,
notwithstanding anything to the contrary contained in this Agreement, shall only be liable to the
extent of its interest in such property and the improvements owned by it thereon. In addition, the
holder, in that event, must agree to complete, in the manner provided in this Agreement, the
improvements to which the hen or title of such holder relates Any such holder properly
completing such improvement shall be entitled; upon compliance with the requirements of
Section 415 of this Agreement, to a Release of Construction Covenants
It is understood that a holder shall be deemed to have satisfied the sixty
(60) day time limit set forth above for commencing to cure or remedy a Developer default which
requires title and/or possession of the Site (or portion thereof) if and to the extent any such
holder has within such sixty (60) day period commenced proceedings to obtain title and/or
possession and thereafter the holder diligently pursues such proceedings to completion All
West Culver Lofts DDA 041706
-47-rights and obligations of a lender or holder pursuant to this Agreement shall also accrue to any
purchaser, assignee or successor of a lender or holder upon acquisition of title to any portion of
the Site by such purchaser, assignee or successor pursuant to a judicial or nonjuchcial foreclosure
or a deed in lieu of foreclosure, or pursuant to a conveyance from a holder by deed in lieu of
foreclosure In the event of such conveyance to a purchaser, assignee or successor, then Agency
agrees that it shall not unreasonably withhold, condition or delay its approval of further
extensions of tune for performance of Developer's obligations under this Agreement as
appropnatebut in no event for a period of tune longer than three hundred sixty-five (365) days to
pemilt such purchaser, assignee or successor to obtain possession of such property and enter into
contracts ibr the Construction of improvements to complete the development of such property
Breach of any of the covenants, conditions, restrictions, or reservations
contained in tinsAgreement shall not defeat or render invalid the hen of any mortgage or deed of
trust made in *Ad faith and for value as to the Site or any interest therein, whether or not said
mortgage or dfiad of trust is subordinated to tins Agreement, but unless otherwise herein
provided, the tail*, conditions, covenants, restrictions and reservations of this Agreesnent shall
be binding and effective against the holder and any owner of the Site or any portion thereof,
whose title thereto Is acquired by foreclosre, trustee's sale, or otherwise
No purported modification, amendment and/or termination of this
Agreement affecting the rights of a holder shall be binding upon any holder holding a mortgage
or deed of Mist from and after the date of recordation of such mortgage or deed of bust unless
and until the written consent of such holder is obtained
414.4 Failure of Holder to Complete Improvements
In any case where, sixty (60) days after the holder of any mortgage or
deed of trust creating a hen or encumbrance upon the Site or any part thereof receives a nonce
from Agency of a default by Developer in completion of construction of any of the
Improvements under this Agreement, and such holder has not exercised the option to. construct
within the tune period set forth in Section 4143, or if it has exercised the option but has
defaulted hereunder and failed to timely cure such default, Agency may, upon thirty (30) days
prior written notice to holder, purchase the mortgage or deed of trust by payment to the holder of
the amount of the unpaid mortgage or deed of trust debt, including prmcipal and interest and all
other sums and advances secured by the mortgage or deed of trust If the ownership of the Site
or any part thereof has vested in the holder and if such holder has not exercised its nght to
assume the obligations hereunder and commence construction activities, Agency, if it so desires,
may purchase such ownership interest from the holder upon payment to the holder of an amount
equal to the sum of the following
, (a) The unpaid mortgage or deed of trust debt at the time title became
vested in the holder (less collection and application of rentals and other income received during
foreclosure proceedings),
(b) All expenses with respect to foreclosure including reasonable
attorneys' fees,
West Culver Lane DDA 041706
- 48 - 6i(c) The expenses, if any (inclusive of general overhead), incurred by
the holder as a direct result of the subsequent management of the Site or part thereof (including
without limitation, insurance premiums and real property taxes),
(d) The costs of any improvements made by such holder,
(e) An amount equivalent to the interest at the applicable rate
(including, without limitation, interest at the default rate to the extent provided for in the
applicable loan documents) that would have accrued on the aggregate of the amounts described
in Section (a) from and after the time title became vested in holder and m Sections (b) through
(d), inclusive, had all such amounts become part of the mortgage or deed of trust debt and such
debt had confirmed in existence to the date of payment by Agency; and
(f) Any late payment fees and/or prepayment charges imposed by the
lender pursuant to its loan documents and agreed to by Developer
4143 Right of Agency to Cure Mortgage or Deed of Trust Default
In the event of a material, uncured mortgage or deed of trust default or
breach by D . eveloper pnor to the issuance of the Release of Construction Covenants (Unless
Developer is eontestmg such default in good faith), Developer shall immediately (Wilier to
Agency a copy of such mortgage holder's nonce of default If the holder of any mortgage or
deed of trust has not exercised its option to construct within the time periods set forth in Section
4144, Agency shall have the right, upon ten (10) days Notice to Developer, but not obligation, to
cure the dale* ,,prior to the completion of any foreclosure In such event, Agency shall be
entitled to rerbursement from Developer of all proper direct and actual out-of-pocket costs and
expenset bitlitted by
Agency in curing such default Agency shall also be entitled to a hen upon
the Site to tile extent of such costs and disbursements, provided that any such hen shall be junior
and subordinate to the mortgages, deeds of trust or any other security interests granted in
accordance with this Section 414 5 and the Assistant Executive Director, as a conchtihn to the
imposition of its hen, shall execute subordinate agreements to the extent required by the holder
of any such mortgage, deed of trust or other security mterests
415 Release of Construction Covenants
Within ten (10) business days of receipt by Agency of Notice from Developer that
the construction of the Improvements has been completed in conformity with this Agreement,
Agency shall &flush Developer with the Release of Construction Covenants Agency shall not
unreasonably withhold the Release of Construction Covenants The Release of Construction
Covenants shall be a conclusive determination of satisfactory completion of the construction of
the Improvements and of full compliance with the toms hereof related to such portion of the Site
and the Release of Construction Covenants shall so state Any party then owning or thereafter
purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of such
ownership, purchase, lease or acquisition) incur any construction obligation or liability under this
Agreement
The Release of Construction Covenants shall be in such form as to permit it to be
recorded m the Recorder's Office of Los Angeles County
West Culver Lofts DDA 041106
- 49 -Agency shall not unreasonably withhold a Release of Construction Covenants If
Agency refuses or fails to furnish the Release of Construction Covenants, after written request
from Developer, Agency shall, within ten (10) business days of written request therefore, provide
Developer with a written statement of the reasons Agency refused or failed to furnish the Release
of Construction CoVenants The statement shall also contain Agency's opinion of the actions
Developer must take to obtain the Release of Construction Covenants If the reason for such
refusal is confined to the immediate unavailabihty of specific items or materials or otherwise
constitutes minor imfimshed work for which a cost can be specified, Agency will issue its
Release of Construction Covenants upon the posting of a bond or cash security by Developer
with Agency in an amount representing one hundred ten percent (110%) of the fair value of the
work not yet completed or other evidence reasonably satisfactory to Agency assuring Agency
that Developer will pay for and complete the same If the reason for such refusal includes other
uncompleted obligations of Developer under this Agreement which can otherwise be provided
for to the reasonable satisfaction of Agency, Agency will issue its Release of Construction
Covenants upon Agency's approval of such measures as will reasonably satisfy Agency that such
obligations will be completed The Release of Construction Covenants shall not constitute
evidence of compliance with or satisfaction of any obligation of Developer to any holder of any
mortgage (including the obligation of Developer to the Agency under the Agency Loan), or any
insurer of a mortgage securing money loaned to finance the Improvements, or any part thereof
The Release of Construction Covenants is not a notice of completion as referred to in Section
3093 of the California Civil Code
416 Bodily Injury and Property Damage Indemnification
The Developer agrees to and shall defend, release, mdernmfy and hold harmless
the Agency, City and their respective Representatives from and against any and all Losses and
Liabilities arising from or as a result of the death of any person or any accident, injury, loss, or
damage whatsoever caused to any person or to the property of any person winch shall omit
directly or indirectly as a result of or in connection with the acts of or on behalf of lite Developer
m connection with the development of the Site and the construction of the Project, including the
Improvements thereon, whether such damage shall occur or be discovered before or after
termmation of this Agreement The foregoing indemnity shall not apply to any Losses and
Liabilities resulting from the negligence or willful misconduct of Agency, City or their
respective Representatives
This indemnification provision supplements and m no way limits the scopp of the
indemnification set out elsewhere in this Agreement The indemnity obligation of Developer
under this Section shall survive the expiration or termination, for any reason, of this Agreement,
417 Indlemnifieldon
To the full extent permitted by law, Developer shall indemnify, defend and hold
harmless the Agency, City, and their respective Representatives, from and against any and all
Losses and Liabilities, where the same arise out of are a consequence of, or are in any way
attributable to, in whole or in part, to (i) Developer's compliance with or failure to comply with
all applicable Governmental Requirements, including all apphcable federal and state labor
standards, mcludmg, without limitation, the requirements of Labor Code § 1720 and the Davis
West Culver Lofts DDA 041706
-50- G3Bacon Act, (n) defects in the design of the Project, including (without hmitation) the violation of
any Governmental Requirements, and for defects in any work done according to the Agency
approved plans, or (in) any other performance or act or failure to perform or act pursuant to or
breach of this Agreement by Developer, or by any individual or entity that Developer shall bear
the legal liability thereof, including but not limited to, officers, agents, employees, contractors or
subcontractOrif Of Developer
Without affecting the rights of the Agency, the City, and their respective
Representative4 tinder any provisions of tins Agreement, Developer shall not be required to
indemnify arid hold harmless the Agency, the City, and their respective Representatives, for
liability attribute,* to the active negligence or intentional misconduct of Agency, the City, and
their respeofive Representatives, provided such active neghgence or intentional misconduct is
deteniunetrby agreement between the parties or by the findings of a court of competent
jurisdiction. hi instances where the Agency, the City or their respective Representatives are
shown to have been actively negligent or to have acted with intentional misconduct and where
the Agency, the City, or their respective Representative' active negligence or intentional
misconduct accotints for only a percentage of the habihty involved, the obligation of Developer
will be for that latiroporticra or percentage of liability not attributable to the active negligence or
intentional Misconduct of the Agency, the City, or their respective Representatives
Developer agrees to use commercially diligent and reasonable efforts to obtain
executed mderimity agreements with provisions substantially similar to those set forth here in
this section identifymg the Agency, the City, or their respective Representatives as named
mdemnitees from each and every contractor or any other person or entity involved by, for, with
or on behalf of Developer in the performance of this Agreement Such indemnity agreements
may be seParate agreements, or, at Developer's discretion, may consist of indemnification
provisions included in Developer's contract with such third party which such provisions identify
the Agency, the City, or their respective Representatives as named mdemmtees In the event
Developer fails to obtain such indemnity obligations from others as required herein, Developer
agrees to be fully responsible to the Agency, the City, or their respective Representatives for all
acts of each and every contractor or any other person or entity involved by, for, with or on behalf
of Developer in the performance of this Agreement
Failure of the Agency, the City, or their respective Representatives to monitor
compliance with these requirements imposes no additional obligations on the Agency, the City,
or their respective Representatives and will in no way act as a waiver of any rights hereunder
This obligation to indemnify and defend the Agency, the City, or their respective representatives
as set forth herein is binding on the successors, assigns or heirs of Developer and shall survive
the expiration or termination of this Agreement or this Section 417
500 COVENANTS AND RESTRICTIONS
501 Covenant Regarding Specific Uses
Developer covenants and agrees that Developer shall use the Site to construct the
Project Developer shall be reheved of such covenant and agreement upon the recordation of the
Release of Construction Covenants Developer covenants and agrees that of the twenty four (24)
West Culver Lofts DDA 041706Units in the Project, (i) the twelve (12) Units with street level retail/commercial space
(collectively, the "Live/Work Units") shall be marketed, held for sale, sold, and held for
occupancy as live/work units in accordance with Chapter 17 400 060 of the Culver City
Municipal Code entitled "Live/Work Development Standards", and (n) the remaining twelve
(12) Units shall be held for marketed, held for sale, sold, and held for occupancy as residential
Units (collectively, the "Residential Units") m accordance with Chapter 17 400 065 of the
Culver City Municipal Code entitled "Mixed Use Development Standards"
All uses conducted on the Site, including, without hmitation, all activities
undertaken by the Developer pursuant to this Agreement, shall conform to all applicable
provisions of the Redevelopment Plan, the Culver City Municipal Code and any other applicable
Governmental Requirements Developer makes no representation or warranty with respect to the
sale of the umts (though Developer does make certain covenants with respect to the sale and
marketing of the Units in Section 602), and Developer's inability to sell the Units, despite its
commercially reasonable diligent efforts to do so, is not a default hereunder
502 Covenants Regarding Maintenance
Developer shall maintain the Site and all Improvements thereon, including
lighting and signage, in good condition, free of debris, waste and graffiti, reasonable wenitLand
tear excepted, and in compliance with the terms of the Redevelopment Plan and with all
applicable provisions of the Culver City Municipal Code Upon the recordation of the Release of
Construction Covenants, Developer shall cause the HOA to covenant to maintain the common
area portion of the Improvements and landscapmg on the Site in accordance with the
"Maintenance Standards," as hereinafter defined Such Maintenance Standards shall apply to all
buildings, signage, lighting, landscaping, imgation of landscaping, architectural elements
identifying the Site and any and all other common area of the Improvements on the Site To
accomplish the maintenance, Developer and/or the HOA shall covenant to eitherstaff or contract
with and hire licensed and qualified personnel to perform the maintenance wort including the
provision of labor, equipment, materials, support facilities, and any and all other items
reasonably necessary to comply with the requirements of this Agreement
The Developer and/or the HOA and its maintenance staff, contractors or
subcontractors shall covenant to comply with the following standards (the "Maintenance
Standards")
(a) The Site shall be maintained in conformance and in compliance with the
approved building permit drawings, and reasonable maintenance standards for similar,
neighboring structures, including but not limited to painting and cleaning of all exterior surfaces,
as necessary, and other =terror facades comprising all private improvements and public
improvements to the curblme The Site shall be maintained in good condition and in accordance'
with the custom and practice generally applicable to comparable developments
(b) Landscape maintenance shall include, but not be limited to
1 watermg/imgation, fertilization, mowing, edging, trimming of grass, tree and shrub pruning,
trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road
conditions and visibility, and irrigation coverage, replacement, as needed, of all plant materials,
West Culver Lofts DDA 041706
-52 -
rWest Culver Lofts DDA 041706
control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas, and staking
for support of trees
(c) Clean up maintenance shall include, but not be limited to maintenance of
all sidewalks, paths and other paved areas in clean and weed free condition, maintenance of all
such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly, removal
of all trash, Inter and other debns from improvements and landscaping, as necessary, prior to
mowing, clearance and cleaning of all areas maintained prior to the end of the day on which the
maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris
are properly disposed of by maintenance woiters
Agency agrees to notify Developer or the HOA, as successor in interest to the
Developer, in writing if the condition of the Site does not meet with the Maintenance Standards
specified herein and to specify the deficiencies and the actions required to be taken by Developer
and/or the ROA to cure the deficiencies Upon notification of any maintenance deficiency,
Developer and/or the HOA shall have thirty (30) days within which to correct, remedy or cure
the deficiency, unless such deficiency cannot be reasonably corrected, remedied or curectwithm
such period, in which case, such period shall be extended for such time as is necessary to
accomplish the same provided that Developer and/or the HOA is diligently puramig such
correction, remedy or cure If the written notification states the problem is urgent relating to the
public health and safety of the City or Agency, then Developer and/or the HOA shall have forty
eight (48) hours to commence curing the problem In the event Developer and/or the HOA does
not maintain the Site in the manner set forth herem and in accordance with the Maintenance
Standards specified herein, Agency shall have, in addition to any other rights and remedies
hereunder, the right to maintain the Site, or to contract for the correction of such deficiencies,
after written notice to Developer and/or the HOA, and Developer and/or the HOA shall be
responsible for the payment of all such reasonable out of pocket third party costs incurred by
Agency Any notice given by the Agency under this Section 502 must specify in bold and
conspicuous type that Agency is delivering the notice pursuant to Section 502, and Developer's
and/or HOA' s failure to act within the required tune period will entitle the Agency to exercise
the self-help rights granted under this Section 502
503 Covenants Regarding Redevelopment Plan, Nondiscrimination
Developer covenants and agrees for itself, its successors, its assigns, and every
successor in interest to the Site or any part thereof that Developer, and its successors and
assignees, shall devote the Site to the uses specified m the Redevelopment Plan, the Developer
Declaration, and this Agreement for the periods of time specified therein The foregoing
covenants shall run with the land
Developer covenants by and for itself and any successors in interest that there
shall be no discrimination against or segregation of any person or group of persons on account of
race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Site or any part thereof, mcluding
without limitation the Units, bor shall Developer itself or any person claiming under or through
them 'establish or permit any such practice or practices of discnmmation or segregation withWest Chives Lofts DDA 041706
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or verwlees of the Site or the Units The foregomg covenants shall run with the land
Developer shall refrain from restricting the rental, sale or lease of the Site or any
part thereof, including without limitation the Units, on the basis of race, color, religion, sex,
marital status, ancestry or national origin of any person All such deeds, leases or contracts shall
contain or be subject to substantially the following nondiscrimination or nonsegregation clauses
(a) In deeds "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through
them, that there Shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee or any person chummg under or through 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 land herein conveyed The foregoing covenants shall run with the land"
(b) In leases "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claimmg under or through
him or her, and this lease is made and accepted upon and subject to the following conditions,
That there shall be no discnmmation against or segregation of any person or
group of persons, ofl account of race, color, creed, religion, sex, mantal status, national origin, or
ancestry in the leasing, subleasing, transfemng, use, occupancy, tenure, or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or any person claiming under or
through 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, sublessees, subtenants, or vendees in the premises herem leased"
(c) In contracts "There shall be no discrimination against or segregation of,
any person, or group of persons on account of race, color, creed, religion, sex, marital status,
national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the transferee himself or herself or any person claiming
under or through 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 of the premises"
504 Effect of Violation of this Agreement After Completion of Construction
Agency is the beneficiary of the terms and provisions of this Agreement and of
the covenants running with the land, for and in its own nght and for the purposes of protecting
the interests of the community and other parties, public or private, in whose favor and for whose
benefit this Agreement and the covenants running with the land have been provided, without
regard to whether Agency has been, remains or is an owner of any land or interest therein in the
Site or in the Project Agency shall have the nght, if the Agreement or covenants are breached,
to exercise all rights and remedies, and to maintain any actions or suits at law or in equity orother proper proceedings to enforce the curing of such breaches to which it Or any other
beneficiaries of this Agreement and covenants may be entitled. The covenants contained in this
Agreement shall remain in effect until the issuance of the Release of Construction Covenants for
the completion of the construction of the Improvements, except for the following
(a) The covenants pertaining to the general use and operation of the Site, as
set forth in Section 501, shall remain in effect for the term of the Redevelopment Plan
(b) The covenants pertaining to maintenance of the Site and all improvements
thereon, as set forth in Section 502, shall remain in effect for the term of the Redevelopment
Plan.
(c) The covenants against discrimination, as set forth in Section 503, shall
remain m effect in perpetinty
600 DEVELOPER SALE OF UNITS AND OTHER COVENANTS
601 Formation of HOA, Recordation of HOA CC&Rs
Developer shall form a nonprofit mutual benefit corporation and a home owners'
association for the Project and purchasers of the Umts in accordance with the Davis-Stirling
Common Interest Development Act (California Civil Code Sections 1350 through 1376) (the
"CI) Law") Developer shall prepare the HOA CC&Rs The HOA CC&Rs shall provide that
the Agency is a third party beneficiary thereof with the right to enforce the covenants contained
therein, and that the HOA CC&Rs shall not be amended in any material respect without the
written consent of the Agency, not to be unreasonably withheld, conditioned or delayed Prior to
fmahzation and submittal of the HOA CC&Rs, Developer shall obtain the Agency's approval of
the HOA CC&Rs, which approval shall not be unreasonably withheld, conditioned or delayed
Developer shall submit the HOA CC8r.Rs to the Department of Real Estate and
otherwise comply with the CID Law and all other apphcable Governmental Requirements in
connection with the formation of the HOA Developer shall amend or cause to be amended the
HOA CC&R.s as required by the CID Law upon transfer of the Units to the non profit mutual
benefit corporation or the third party purchasers thereof, respectively Notwithstanding the
foregoing, Developer shall not amend the HOA CC&Rs without the prior written approval of the
Agency
602 Intentionally Omitted
603 Release of Units for Sale
Developer shall commence marketing the Units as soon as it deems it
commercially reasonable to do so, but m no event later than ninety (90) days prior to the
expected date of receipt of a certifi4tte of occupancy from the City Developer shall release for
sale the first phase of six (6) Umts ,not later than mnety (90) days prior to the expected date of
receipt of t certificate of occupancy from the City Developer shall also use commercially
reasonable diligent efforts to enter into sales contracts for the Umts as soon as reasonably
possible
West Culver Lofts DDA 041706
-55-West Culver Lofts DDA 041706
604 Conditions Precedent to Developer's Sale of the Units
In addition to the other requirements with which Developer must comply under
this Agreement, as conditions precedent to Developer's close of escrow for the sale of each Umt
in the Project, Developer shall have completed each of the following prior to the sale of any
Unit
(a) Insurance Developer shall have provided to the Agency's Assistant
Executive Director insurance certificates conforming to Section 308 hereof and shall have
demonstrated to Agency that dunng the time that the Units are being sold and subsequent to the
conveyance of control of the HOA to the homeowners, the Project and each of the Units shall be
adequately insured
(b) I-104 CCSeRs Developer shall have prepared and submitted to the
Agency, and Agency shall have approved, the CC&Rs for the HOA formed in accordance with
Section 601 for the Units
(c) Certificate of Occupancy Developer shall have processed and obtained
all of the Project entitlements, mcludmg, without limitation, a certificate of occupancy issued by
the City
(d) Intentionally Omitted.
(e) Developer Declaration. The Developer Declaration shall have been
rescinded solely with respect to the individual unit proposed for sale
(f) Buyer Declaration Developer shall have had the proposed Qualified
Buyer(s) execute an appropriate Declaration and delivered such executed Declaration to escrow
with instructions that such Declaration be recorded immediately after the grant deed conveying
title to the Unit to the Qualified Buyer, and Developer shall have provided Agency with evidence
thereof
(g) No Default Developer shall not be in default of any of its material
obligations under the terms of this Agreement beyond the expiration of any notice and cure
period, and all representations and warranties of Developer contained herein shall be true and
correct in all material respects
(h) No Litigation. No htigation shall be pending or threatened by any third
parties which seeks to enjoin the Project or the transactions contemplated herein or to obtain
damages in connection with this Agreement
(i) Payments Developer shall have timely made all payments required to be
made under the Promissory Note, Construction Loan and any other financing secured by the Site
(j) Release of Constivaion Covenants Developer shall have applied for and
obtained the Release of Construction Covenants(k) Escrow Instructions Developer clutll have instructed the escrow agent for
the sale of the Unit to disburse from the sales proceeds an amount equal to the Umt Sale Note
Payment to the Agency
The foregoing items together constitute the Agency's conditions precedent to
Developer's sale of any of the Units Developer's sale of a Unit without the prior satisfaction or
affumative written waiver of the foregoing by Agency shall constitute a Default under this
Agreement
605 Disclosures to Home Buyers
Developer shall make all disclosures required by applicable Governmental
Requirements to third party purchasers of a Unit Developer shall disclose to all third party
purchasers of a Umt that certain of the Umts must be occupied and used as hvetwork units in
accordance with the Mixed Use Ordmance, and Developer must obtain a written confirmation
from the third party purchasers of a Unit of such disclosure
606 Recordation of Declarations
Developer covenants and agrees that upon the sale of each Unit, it shall cause the
Qualified Buyer to execute and deliver to Developer an appropriate Declaration and Developer
shall cause such Declaration to recorded immediately after the recordation of the grant deed
conveying title of the Umt to the Qualified Buyer
700 DEFAULTS, REMEDIES AND TERMINATION
701 Defaults - General
Subject to the extensions of tune set forth in Section 806, each of the following
which is not cured within the apphcable period set forth below shall be a "Default" under this
Agreement
(a) Developer or Agency materially fails to comply with any provision
contained in this Agreement, or
(b) The occurrence of any default under any of the other Agency Loan
Documents or any other agreement secured by an interest in the Site (including, without
limitation, any Construction Loan) following the expiration of any applicable notice or cure
period, or
(c) Construction of the Improvements is abandoned, or any element of the
Improvements is not completed within the tune allocated for it in the Schedule of Performance or
the Improvements are not completed by the date set forth m the Schedule of Performance, or
(d) Construction of the Improvements is halted prior to completion for any
period of durty (30) consecutive days for any cause which is not described in Section 806, or
West Culver Lofts DDA 041706
-57- 70(e) A court of competent jurisdiction enters an order enjommg construction of
the Improvements, or such a court or an authorized governmental agency orders that sale of the
Units be suspended or halted, or any required approval, license or permit is withdrawn or
suspended, imd the order, withdrawal or suspension remains in effect for a period of thirty (30)
days, or
(t) There exists a default, after the expiration of any applicable notice or cure
periods, under the architectural contract for the Project, any engineering contract for the Project,
the Construction Contract or any other material contract for or pertaining to the construction of
the Improvements, or
(g) Any surety obhgated for any Improvements is called upon to perform its
obligations, or
(h) Developer or Agency is in default under any of the Agency Loan
Documents after the expiration of any applicable notice or cure period, or
(i) The failure of Urban Equity Properties, LLC or Bayview Equities, LLC to
make the Capital Contributions (as defined m the Limited Liability Company Agreement of
West Culver Lofts, LLC dated January 1, 2006 (excluding any amendments which may be
effected subsequent to January 1, 2006)) in a timely manner and in such amounts as are required
by the Limited Liability Company Agreement of West Culver Lofts, LLC dated January 1, 2006
(excludmg any amendments which may be effected subsequent to January 1, 2006) which
impairs the abiliiy of the Developer to perform under this Agreement, or
(j) A return of Capital Contributions (as defined m the Limited Liability
Company Agreement of Developer) is made by Developer without the prior written approval of
Agency prior to the completion of the construction of the Improvements, provided however, the
reimbursement of costs by the Construction Lender from Construction Loan proceeds shall not
constitute a return of capital hereunder, or
(k) A distribution of Net Cash Flow (as defined in the Limited Liability
Company Agreement of Developer) is made by Developer without the prior written approval of
Agency prior to the completion of the construction of the Improvements, or
(I) Developer is unable to pay its debts as they become due, or a petition is
filed in bankruptcy, or other bankruptcy or similar proceeding is commenced by or against
Developer or any guarantor of Developer under any applicable bankruptcy, insolvency or similar
law now or hereafter in effect, or Developer commences any dissolution, liquidation or
termination pursuant to Article 17 of the Limited Liability Company Agreement of Developer
The injured Party shall give written Notice of Default to the Party in default,
specifying the default complained of by the injured Party Except as required to protect against
further damages, and except as otherwise expressly provided in this Agreement, the injured Party
may not institute proceedings against the Party in default until thirty (30) days after giving such
notice Failure or delay in giving such notice shall not constitute a waiver of any Default, nor
shall it change the time of Default
West Culver Lofts DDA 041706
- 58 7/If the Default is not cured or commenced to be cured and thereafter diligently
pursued to completion by the defaulting Party within thirty (30) calendar days after service of the
Notice of Default, or if such default is not a monetary default and cannot reasonably be cured
within such thirty (30) day period, if the other party immediately, with due diligence,
commencei to cure, correct or remedy such failure or delay within thirty (30) days and has not
completed such cure, correction or remedy within ninety (90) days, such failure shall constitute
an "Event of Default" under this Agreement and the defaulting Party will be hable to the other
Party for any damages caused by the Default and other relief as is afforded by applicable
Governmental Requirements
702 Institution of Legal Actions
In addition to any other rights or remedies, either Party may institute legal action
to cure, correct or remedy any default to recover damages for any Default, or to obtain any other
remedy consistent with the purpose of this Agreement To the extent permitted by law, such
legal actions must be instituted in the Superior Court of the County of Los Angeles, State of
California, in an appropriate Municipal Court in that County, or in the Federal District Court in
the Central District of Cahfomia
703 Termination by Developer Prior to Conveyance
In the event that Developer is not in Default and prior to the Closing
(a) Agency does not (or demonstrably cannot) deliver title to any portion of
the Site pursuant to the Grant Deed in the manner and condition set forth herein on or before the
Outside Closing Date, or
(b) Agency is in Default and has failed to cure the Default within thirty (30)
days after receipt of Notice of Default, or
(c) one or more of Developer's Condition Precedent to Closing is not satisfied
on or before the Outside Closing Date,
then this Agreement may, at Developer's option, be terminated by Notice to
Agency From the date of the Notice of termination of this Agreement by Developer to Agency
and thereafter this Agreement shall be deemed terminated and there shall be no further rights or
obligations between the Parties Upon such termination by Developer, all monies or documents
deposited by any Party into Escrow shall be returned to the Party making such deposit. In the
event that the Agreement is terminated due to Default of Agency, Agency shall pay all escrow
cancellation costs If this Agreement is terminated for any other reason, the Parties shall each
pay one-half of the escrow cancellation costs
704 Termmation by the Agency Pflor to Conveyance
In the event that Agency is not in Default and prior to the Closing either
West Culver Lofts DDA 041706
- 59 - 2_(a) Developer does not accept title to any portion of the Site pursuant to the
Grant Deed in the manner and condition set forth herein on or before the Outside Closing Date,
or
(b) Developer is in Default and has failed to cure the Default within thirty
(30) days after receipt of Notice of Default, or
(c) one or more of Agency's Conditions Precedent to Closing is not satisfied
on or before the Outside Closing Date, or
(d) Developer assigns or Transfers or attempts to assign or Transfer this
Agreement (or any nghts herein), or sells, Transfers, conveys, assigns, or leases the whole or any
part of the Site (or any portion thereof) or of the Improvements to be constructed thereon, except
for a Permitted Transfer, or undergoes a Change of Control in violation of this Agree**, and
after the Agency dehvers a written demand to the Developer to void, cancel, restanel and
terminate such Transfer or Change of Control within thirty (30) days after the date of receipt of
such demand, tech Transfer or Change of Control is not voided, cancelled, reschded and
terminated within said thirty (30) day period, or
(e) Developer fails to submit to the Agency in accordance with the Schedule
of Performance the Site plan concept drawings and/or the final drawings and related documents
as required by Sections 402 and 403 of this Agreement or the Evidence of Financing as required
by Section 314 of this Agreement, and after Agency delivers a written demand to the Developer
to cure such failure Within thirty (30) days after the receipt of such demand and such failure is
not cured within said thirty (30) day period,
then this Agreement may, at Agency's option, be terminated by Notice to
Developer tram the date of the Notice of termination of this Agreement by Agency to
Developer and thereafter this Agreement shall be deemed terminated and there shall be no
further rights or obhgations between the Parties Upon such termination by Agency; all monies
or documents deposited by any Party into Escrow shall be returned to the Party making such
deposit In the event that the Agreement is terminated due to Default of Developer, Developer
shall pay all escrow cancellation costs If this Agreement is terminated for any other reason, the
Parties shall each pay one-half of the escrow cancellation costs
705 Applicable Law
The laws of the State of California shall govern the interpretation and
enforcement of this Agreement
706 Acceptance of Service of Process
In the event that any legal action is commenced by the Developer against the
Agency, service of process on the Agency shall be made by personal service upon the Assistant
Executive Director of the Agency or in such other manner as may be provided by law
In the event that any legal action is commenced by the Agency against the
Developer, service of process on the Developer shall be made by personal service upon an
West Culver Lofts DDA 041706
-60 - 3officer or member of the Developer or m such other manner as may be provided by law, and
shall be valid whether made within or without the State of California.
707 Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this Agreement, the rights and remedies of
the Parties are cumulative, and the exercise by either Party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same time or different times, of any other
rights or remedies for the same default or any other default by the other Party
708 Damages
If either the Developer or the Agency defaults with regard to any of the provisions
of this Agreement, the non-defaulting Party shall serve written Notice of such Default upon
defaulting party If the Default is not cured or commenced to be cured by the defaulting party
within thirty (30) days after service of the Notice of Default, the defaulting party shidi be liable
to the other party for any damages caused by such Default
709 Consequential Damages
Without limiting the generality of the foregoing, neither Developer nor Agency
shall in any event be entitled to, and Developer and Agency, each hereby waives, any right to
seek consequential damages of any kind or nature from the other party, or City arising out of or
in connection with this Agreement, and in connection with such waiver Developer and Agency
are familiar with and hereby waive the provision of Section 1542 of the California Civil Code
which provides as follows
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
710 Specific Performance
If either the Developer or the Agency defaults under any of the provisions of this
Agreement, the non-defaulting party shall serve written Notice of such Default upon the
defaulting party If the Default is not commenced to be cured by the defaulting Party within
thirty (30) days of service of the Notice of Default, the non-defaulting Party at its option may
institute an action for specific performance of the terms of this Agreement.
The rights established in this Section are not intended to be exclusive of any other
right, power or remedy, but each and every such right, power, and remedy shall be cumulative
and concurrent and shall be m addition to any other nght, power and remedy authorized herein or
now or hereafter existing at law or m equity
West Culver Lofts DDA. 041706
-61-711 Inaction Not a Waiver of Default
Any failures or delays by either Party in asserting any of its rights and remedies as
to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or
deprive either such Party of its right to institute and maintain any actions or proceedings which it
may deem necessary to protect, assert or enforce any such rights or remedies at any time
712 Attorneys' Fees
In any action between the Parties to interpret, enforce, reform, modify, rescind or
otherwise in connection with any of the terms or provisions of tins Agreement, the prevailing
Party in the action or other proceeding shall be entitled, in addition to damages, injunctive relief
or any other relief to which it might be entitled, reasonable costs and expenses including, without
limitation, litigation costs, expert witness fees and reasonable attorneys' fees
As used in this Agreement, the terms "attorneys' fees" or "attorneys' fees and
costs" means the fees and expenses of counsel to the Parties hereto
(inehafingr Witheut
m-house or other counsel employed by Agency) which may include
duplicating and other expenses, air freight charges, and fees billed for law clerksi and
others not admitted to the bar but performing services under the supervision of an attibrrieyJ int
terms "attorneys' fees" or "attorneys' fees and costs" shall also include, without hnutattok- all
such fees and expenses incurred with respect to enforcement of judgments, appeals, rubMnitions
and bankruptcy proceedings, and whether or not any action or proceeding is brought with rdspect
to the matter for which said fees and expenses were mcurred
713 Right of Reverter
The Agency shall have the additional right, at its option, to re-enter %
i
ttrike
possession of the Site conveyed by the Agency to the Developer, with all improvemeiits
and revest in the Agency the estate theretofore conveyed to the Developer if, after Cative+ance
of title and prior to recordation of the Release of Construction Covenants, the Develer (or its
successors in interest)
(a) Fails to proceed with the construction of Improvements as required by this
Agreement for a penod of three (3) months, plus any extension as may be granted pursuant to
Section 806 of this Agreement, after written notice thereof from the Agency
-
(b) Abandons or substantially suspends construction of improvements for a
period of three (3) months after written notice of such abandonment or suspension from the
Agency
(c) Transfers or suffers any involuntary Transfer of the Site, or any part
thereof, in violation of this Agreement
Such right to repurchase, re-enter and repossess shall be subject to and be limited
by and shall not defeat, render invalid, or limit
Yt'Ill
West Culver Lofts DDA 041706 - 62 -(i) Any mortgage, deed or trust or other security mstrument permitted by this
Agreement
(n) Any rights or interests provided in this Agreement for the protection of the
holder of such mortgages, deeds of trust or other security instruments
The Grant Deed shall contain appropriate reference and provision to give effect to
the Agency's right, as set Nth in this Section 713 subject to the foregoing provisions
Upon issuance of a Release of Construction Covenants for the Improvements to
be constructed on any applicable portion of the Site, the Agency's right to reenter, terminate and
revest as to such portion of the Site shall terminate, and the Agency shall only be entitled to
reenter, terminate and revest with respect to the other parcels within the Site for which no
Release of Construction Covenants has been issued.
Upon the revestmg in the Agency of title to the Site as provided in this Section
713, the Agency shall, pursuant to its responsibilities under State law, use its bestefforts to resell
the Site or part thereof as soon and m such manner as the Agency shall find feasible and
consistent with the objectives of such law and of the Redevelopment Plan to a quarified and
responsible party or parties (as determined by the Agency), who will assume the obligation of
making or completing the Improvements, or such improvements in their stead as shall be
satisfactory to the Agency and in accordance with the uses specified for such Site or part thereof
in the Redevelopment Plan. Upon such resale of the Site, the proceeds thereof shall be apphed
(x) First, to reimburse the Agency on its own behalf or on behalf of the City
for all reasonable and necessary costs and expenses incurred by the Agency, including but not
limited to, salaries of personnel employed or utilized in connection with the recapture,
management and resale of the Site or part thereof (but less any income derived by the Agency
from the Site or part thereof in connection with such management), all taxes, assessments and
water and sewer charges with respect to the Site or part thereof (or, in the event the Site is
exempt from taxation or assessment or such charges durmg the period of ownership to such
taxes, assessments or charges (as determined by the City assessing official) as would have been
payable if the Site were not so exempt), any payments made or necessary to be made to
discharge to prevent from attaching or being made any subsequent encumbrances or hens due to
obligations, defaults or acts of the Developer, its successors or transferees, any expenditures
made or obligations incurred with respect to the making or completion of the improvements or
any part thereof on the Site or party thereof, and any amounts otherwise owing the Agency by
the Developer and its successor or transferee, and
(y) Second, to reimburse the Developer, its successor or transferee up to the
amount equal to (1) the sum of the purchase pnce paid to the Agency by the Developer for the
Site, (2) the costs incurred for the development of the site and for the improvements existing on
the site at the time of the re-entry and repossession, less (3) any gains or income withdrawn or
made by the Developer from the Site or the improvements thereon
(z) Finally, any balance remaining after such reimbursements shall be retained
by the Agency as its property
West Culver Lofts DDA 041706
- 63 - 76To the extent that the rights established in this Section involves a forfeiture, the
rights of the Agency hereunder must be strictly interpreted in favor of the Agency, the party for
whose benefit fhb right of reverter is created The right of reverter and other rights established in
this Section are to be interpreted in light of the fact that the Agency will convey the Site to the
Developer for development of the Project as set forth herein and not for speculation.
800 GENERAL PROVISIONS
801 Notices, Demands and Communications Between the Parties
Unless otherwise specified m this Agreement, it shall be sufficient service or
giving of any notice, request, certificate, demand or other communication if the same is sent by
(and all notices required to be given by mail will be given by) first-class registered or certified
mail, postage prepaid, return receipt requested, or by pnvate courier serhce which, provides
evidence of delivery Unless a different address is given by any party as provided in this
Section, all such communications will be addressed as follows
To Agency
Copy to
Culver City Redevelopment Agency
Attn Susan Evans, Assistant Executive Director
9770 Culver Boulevard
Culver City, CA 90232-0507
Leibold, McClendon & Mann, P C
Attu Barbara Zeid Leibold, Esq
23422 Mill Creek Drive, Suite 105
Laguna Hills, California 92653
To Developer West Culver Lofts, LLC
cio Urban Equity Partners, LLC
Attn Robert C Little, Jr
203 Argonne Avenue, B-145
Long Beach, CA 90803
Copy to
The Krasnove Law Firm
838 Carson Street, Suite 210
Torrance, CA 90503
Attention Edward ICrasnove, Esq
Any Notice shall be deemed received as of the date of delivery or rejection as
evidenced by a return receipt or courier evidence
802 Subordination of Indebtedness and Agency and City
Any indebtedness of the Agency and the City to the Developer created by this
Agreement is subordinate to any pledge of tax increments to the bondholders of any tax
increment bonds which have been or may hereafter be issued by the Agency and/or the City
The Parties hereby agree to execute any and all ancillary documents as may reasonably be
requested by any bondholder or other purchaser of bonds, notes or other forms of indebtedness of
West Culver Lofts DDA 041706
- 64 - 7
7the Agency entitled to receive the tax increment revenues for the repayment of any other
indebtedness of the Agency for winch the tax increment revenues have been or may hereafter be
pledged
803 Conflicts of Interest
No member, official or employee of the Agency shall have any direct or mchrect
mterest m this Agreement, nor shall such member, official or employee participate in any
decision relating to the Agreement which is prohibited by law
804 Warranty Against Payment of Consideration for Agreement
The Developer warrants that it has not paid or given, and will not pay or give, any
third person any money or other consideration for obtaining this Agreement, other than normal
costs of conducting business and costs of professional services such as project managers,
architects, engineers, attorneys, and pubhc relations consultants
805 Nonliability of Officials and Employees
No member, official or employee of the Agency or Developer shall be personally
liable to the other party, or any successor in interest, in the event of any default or breach by the
Agency or the Developer, as the case may be, or for any amount which may become -due to the
Developer or the Agency, as the case may be, or successor or on any obligation under the terms
of this Agreement
806 Enforced Delay, Extension of Times of Performance
In addition to specific provisions of this Agreement, performance by either party
hereunder shall not be deemed to be in default where delays or defaults are due to war;
insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the
public enemy; acts of terrorism, epidemics, quarantine restrictions, freight embargoes; lack of
transportation, governmental restrictions or priority; litigation, unusually severe weather,
inability to secure necessary labor, materials or tools, delays of any contractor or supplier, aets of
the other party, acts of failure to act of any public or governmental agency or entity (other than
that acts or failure to act of the Agency or the City shall not excuse performance by the Agency)
or any other causes beyond the control or without the fault of the party clautung an extension of
time to perform An extension of time for any such cause shall only be for the period of the
enforced delay, which period shall commence to run from the time of the commencement of the
cause, if notice by the party claiming such extension is sent to the other party within thirty (30)
days of the commencement of the cause Times of performance under this Agreement may also
be extended in writing by mutual agreement of the Agency and the Developer That
notwithstanding, if said prevention or delay extends for one (I) year, any party, by notice m
writing to the other, may terminate this Agreement. If, however, notice by the party claiming
siich extension is sent to the other party more than thirty (30) days after the commencement of
the cause, the period shall commence to run thirty (30) days pnor to the date of the giving of
each notice Notwithstanding any pro`vision of this Agreement to the contrary, the lack of
funding to complete the development of the Site shall not constitute grounds of enforced delay
West Culver Lofts DDA 041706
- 65 - go
„
,itseiglikra .2,114a. ',pursuant to this Section 806 nor shall this Section 806 operate to delay any payments due on the
Promissory Note
807 Inspection of Books and Records
The Agency or its designee has the nght at the Agency's sole cost and expense,
and at all reasonable times during regular business hours, after not less than seventy two (72)
hours prior notice, to mspect the books and records and other related documents of the Developer
pertaining to the satisfaction of their obligations hereunder as reasonably necessary for purposes
of enforcing the provisions of this Agreement, including, without limitation, the Promissory
Note Such books, records and related documents shall be maintained by the Developer at
locations as agreed by the Parties Throughout the term of this Agreement, the Devektpet shall
submit to the Agency reasonable written progress reports as and when reasonably rerpt ,e0ted by
Agency on all matters pertaining to the Project. Such inspection shall be limittx1 to not mice
than one tune during any calendar quarter and shall be conducted in such a manner as to
minimize interference with the day to day operation of the Developer' business
808 Plans and Data
If this Agreement is terminated by the Developer pursuant to Sectton,V, the
Agency shall have the right but not the obligation to purchase from Deve/operAt lans,
drawings, studies and related documents concerning the Project within Developer ia on
and control, without any representation or warranty whatsoever as to thew tritth, aadititicy or
completeness The purchase price for all or any part of such materials shall be their Opat to
Developer, less amounts already disbursed to the Developer from the Agency Loan ihr l ditch
purposes
If this Agreement is terminated by Agency pursuant to Section 704, thei4piaranant
to the exercise of Agency's rights under the Assignment of Plans, Reports and Data, Developer
shall deliver to Agency any and all plans, drawings, studies and related documents concerning
the Project within Developer's possession and control, without representation or warranty Upon
delivery to the Agency, the Agency shall have the nght to use such materials as it deems
necessary and appropriate to fulfill the purposes of this Agreement without obligation to
Developer
809 Approval by Agency and Developer
Approvals required of the Parties shall be given within the tune set forth in the
Schedule of Performance or, if no time is given, within a reasonable tune Wherever this
Agreement requires the Agency or Developer to approve any contract, document, plan, proposal,
specification, drawing or other matter, such approval shall not be unreasonably withheld,
conditioned or delayed In the event that a Party declines to approve a0 contract, document,
plan, proposal, specification, drawing or other matter, such denial shall be in writing and shall
include the reasons for such denial The Party considering the request for such approval shall use
commercially reasonable efforts to respond to such request for approval iwitlim thirty (30) days
of receipt unless expressly provided to the contrary herein
West Culver Lolls DDA 041706
- 66 - q810 Relationship Between Agency and Developer
The Parties agree that the Developer, in the performance of this Agreement, shall
act as and be an independent contractor and shall not act in the capacity of an agent, employee or
partner of the Agency or of the City It is hereby acknowledged that the relationship between the
Agency and the Developer is not that of a partnership or jomt venture and that the Agency and
the Developer shall not be deemed or construed for any purpose to be the agent of the other
Developer and Agency agree to mdemmfy, hold harmless and defend the other Party from any
claim made against the Agency or the Developer, as the case may be, arising from a claimed
relationship of partnership or joint venture between the Agency and the Developer with respect
to the development, operation, maintenance or management of the Project on the Site, the
improvements developed thereon by Developer, or the sale of the Umts by Developer to thud
party purchasers
811 Real Estate Brokerage Commission
Agency and Developer each represent and warrant to the other that no broker or
finder is entitled to any commission or finder's fee in connection with this transaction, and each
agrees to defend and hold harmless the other from any claim to any such commission or fee
resulting from any action on its part
812 Computation of Time
The time in which any act is to be done under this Agreement is computed by
excluding the first day (such as the day escrow opens), and including the last day, unless the last
day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday"
shall mean all holidays as specified in Section 6700 and 6701 of the California Government
Code If any act is to be done by a particular time during a day, that time shall be Pacific Time
Zone time
813 Legal Advice
Each Party represents and warrants to the other the following they have carefully
read this Agreement, and in signing this Agreement, they do so with full knowledge of any right
which they may have, they have received independent legal advice from their respective legal
counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult
legal counsel as to the matters set forth in this Agreement, and, they have freely signed this
Agreement without any reliance upon any agreement, promise, statement or representation by or
on behalf of the other Party, or their respective agents, employees, or attorneys, except as
specifically set forth in this Agreement, and without duress or coercion, whether economic or
otherwise
814 Tune of Essence
Time is expressly made of the essence with respect to the performance by the
Agency and the Developer of each and every obligation and condition of this Agreement.
West Culver Lofts DDA 041706
- 67 -815 Disclosure Authorization
By executing this Agreement, Developer hereby authorizes, consents and agrees
to the disclosure to the Agency by any public or private entity of any information or data deemed
necessary by Agency in order to implement the provisions of this Agreement including, but not
hmited to, the Purchase Price
816 Administration
This Agreement shall be administered by the Assistant F,xecutive Director
following approval of this Agreement by the Agency Whenever a reference is made in this
Agreement to an action, finding or approval to be undertaken by the Agency, the Assistant
Executive Director is authorized to act on behalf of the Agency unless specifically #10vIcled
otherwise or the context should require otherwise The Assistant Executive Director kali have
the authority to issue interpretations, waive provisions and enter into amendments of this
Agreement on behalf of the Agency so long as such actions do not substantially change the uses
or development permitted for the Project, or add to the costs of the Agency as spectfied herein or
as agreed to by the Agency Board. Notwithstanding the foregoing, the Assistant Executive
Director may in his or her sole and absolute discretion refer any matter to the Agency Beard for
action, direction or approval
817 Mutual Cooperation
Each party agrees to cooperate with the other in this transaction and, in that
regard, to sign any and all documents which may be reasonably necessary, helpful Or appropriate
to carry out the purposes and intent of this Agreement To the extent that any lender to, -or equity
investor in the Project requires modifications to this Agreement or any attachment hereto, the
City and Agency agree to make such modification within a reasonable time on the condition that
such modification does not materially change the rights and obligations of the Parties as set forth
herein
818 Ground Breaking and Grand Openings
To insure proper protocol and recogmtion of the Agency Board and City Council,
the Developer shall reasonably cooperate with Agency/ City staff in the organization of any
Project-related ground breaking, grand openings or any other such inaugural events/ceremonies
sponsored by the Developer and celebrating the development which is the subject of this
Agreement providing Agency/City staff with at least three (3) weeks prior notice of any such
event
819 Estoppel Letters
Each party shall, upon the reasonable request of the other, issue estoppel letters
indicating the absence of any default of the requesting party, if such be the case, and the
effectiveness of this Agreement, if such be the case
West Culver Lofts DDA 041706
-68 - 31820 Counterparts
This Agreement may be signed in counterparts, each of which shall be deemed to
be an original
821 Entire Agreement, Waivers and Amendments
This Agreement is executed in three (3) duplicate ongmals, each of which is
deemed to be an original This Agreement includes pages and Attachment Nos 1 through 14,
which constitute the entire understanding and agreement of the parties
This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto and supersedes all negotiations or previous agreements between the parties with
respect to all or any part of the subject matter hereto
All waivers of the provisions of this Agreement must be in writing and signed by
the appropriate authorities of the Agency or the Developer, and all amendments heretemust be
m writing and signed by the appropriate authonties of the Agency and the Developer
822 Time for Acceptance of Agreement by Agency
This Agreement, when executed by the Developer and delivered to the Agency,
must be authorized and executed by the Agency within forty five (45) days after date of signature
by the Developer or this Agreement shall be void, except to the extent that The Agency and
Developer shall consent in writing to a further extension of time for the authorization, execution
and delivery of this Agreement by Agency The date of this Agreement shall be the date when
the Agreement shall have been signed by the Agency
[Signatures On Next Page]
West Culver Lofts DDA 0417°6 — 69-
32_itzremillIMENEIRIV
GLC EMERPR I SES a 002
04/18/2006 17 36 FAX 5620080772
IN WITNESS WHEREOF, the Agency and Developer have signed this Agreement
"DEVELOPER"
WEST CULVER LOFTS, LLC, a Delaware
limited liability company
By URBAN EQUITY PROPERTIES, LLC, an
Ohio limited liability company, its Managing
Member
By URBAN EQUITY PARTI nIERS, LLC, a
California limited liability company, its
Manager apd sole Member
Name Robert C Little,
Dale — 7 00 By
Title Member
"AGENCY"
CULVER CITY REDEVELOPMENT
AGENCY, a public body corporate and politic
Date
By
Its
ATTEST
Agency Secretary
APPROVED AS TO FORM
LEIBOLD, McCLENDON 8c MANN, P C
By
Barbara Zeid Leibold, Special Counsel
[SIGNATURE PAGE TO DDA) g
West Culver Lofts DM 041706 degATTACHMENT NO 1
SITE MAP
[See Attached]
3 Y
West atIver Lofts DDA 041706ATTACHMENT NO I
51r-
n 12. 41 61:0=4/A, ish ,ATTACHMENT NO 2
LEGAL DESCRIPTION
[See Attacked]
West Culver Las DDA 041706
g(7ATTACHMENT NO 2
LEGAL DESCRIPTION
PARCEL AT2823 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
LOTS 55, 56 AND 57 OF TRACT NO 5951, IN THE CITY OF CULVER crrY, AS
PER MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDED OF SAID COUNTY
PARCEL B428j3 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
LOT 58 AND 59 OF TRACT NO 5951, lN THE CITY OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY
APN 4236-021-008
PARCEL C-17.811 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
Lots 60 and 61 of Tract No 5951, in the city of Culver City, as per map recorded m Book
37, Page 72 of Maps, in the office of the county recorder of said county
APN 4236-021-009
PARCEL D4203 W WASHINGTON
Real property m the City of Culver City, County of Los Angeles, State of California,
described as follows
Lots 62 and 63 of Tract 5951, in the city of Culver City, as per map recorded m Book 77
Page 72 of Maps, in the office of the county recorder of said county
APN 4236-021-010"4" r
1911111111111111111111111PF Fr'""FrINFINIMMIMMTP7'
ATTACHMENT NO 3
PROMISSORY NOTE SECURED
BY DEED OF TRUST
[See Attached]
West Cuiver Las DDA 041706PROMISSORY NOTF( SECURF 4PlY DEED OF TRUST
(WEST CULVER LOFTS)
Loan Amount $2,400,000
Culver City, California
Date FOR VALUE RECEIVED, WEST CULVER LOFTS, LLC, a Delaware
limited
habilitY company, (the "Borrower") promises to pay to the CULVER CITY
REDEVELOPMENT AGENCY, a public body, corporate and politic (the "4sency"),
or order, the principal sum of Two Million Four Hundred Thousand Dollars
($2,400,000 00) Such principal amount has been advanced pursuant to that Certain
Disposition and Development Agreement by and between the Agency andliorrower
dated for identification purposes only as of , 2006 (the "Ammon
1 Agency Loan This Note evidences the obligation of Borrower to Agency
for the repayment of funds m the principal sum of Two Million Four Hundred Thousand
Dollars ($2,400,000 00) (the "Agency Loan") pursuant to the Agreement for thetpiirpose
of paying for a portion of the purchase price for Borrower's acquisition of ir,,:,:w„ est
WashMjiton
Boulevard ("Parcel A"), 12815 West Washington Boulevard C
12811 Wes Washington Boulevard ("Parte' C"), and 12803-07 West W bington
Boulevard ("Parcel D"), County of Los Angeles, State of California (collectively, the
"Sije") in cOnnection with the construction of a mixture of twelve (12) live/work Units
and twelve .(12) residential loft Units, fifty seven (57) above ground parking spaces,
storage, utilities and trash enclosure (collectively, the "Project") All capitalized terms
shall have the same meaning as set forth in the Agreement unless otherwise defined
herein
2 Interest. The Agency Loan shall bear interest at the rate of three and one-
half percent (3 5%) per annum, compounded annually Upon the occurrence of an Event
of Default, all amounts outstanding hereunder shall bear interest at a rate of ten percent
(10%) per annum, compounded annually (the "Default Rate")
3 Disbursement., As of the date of this Note, the entire pnncipal amount of
the loan amount (Two Million Four Hundred Thousand Dollars ($2,400,000)) has been
disbursed by the Agency to the Borrower Borrower shall not be entitled to any additional
disbursements hereunder4 Security For Note The security for this Note includes a Deed of Trust,
Fixture Filmg and Assigmnent of Rents, of even date herewith from Borrower to Agency,
(as the same may from time to time be amended, restated, modified or supplemented the
"Deed of Trust") recorded against the Site and an Assignment of Plans, Reports and Data
(the "Assignega") This Note, the Deed of Trust, the Assignment, the Agreement and
all other documents now or hereafter securing, guaranteeing or executed in connection
with the Agency Loan, as the same may from time to time be amended, restated,
modified or supplemented, are herein sometimes called mdividually a "Loan Document"
and together the "Loan Documents"
5 Selledule of Repayment All payments shall be recorded on Exhibit "A"
hereto, the Payment Record The first principal payment shall be in the amount of Three
Hundred Thousand Dollars ($300,000) (with no payment of accrued and outstanding
mterest reqtdred) and shall be due and payable on such date as building permits are
issued by the City for the Project Thereafter, all payments shall be applied first to
outstanding crued interest, and then to principal Thereafter, principal payments of
Eighty ,Seven Thousand Five Hundred Dollars ($87,500) plus accrued and outstanding
interest (each, a "Unit Sale Note Payment") shall be made to Agency via wire transfer
upon the dose of escrow for the sale of each Unit Such wire transfer shall be made no
later than one business day after the grant deed effecting the sale of the Unit to the
Qualified Buyer is recorded by the in the Official Records of the Los Angeles County
Recorder|109| Intentionally Omitted
7 Maturity Date Notwithstanding the foregoing, the entire principal
balance of this Note then unpaid, together with all accrued and unpaid interest and all
other amounts payable hereunder shall be due and payable In cash in full on September
30, 2009 (the "Maturity Date"), the final maturity date of this Note
Further, the total amount of the outstanding balance of principal and any other
interest and amounts owed under this Note shall become immediately due and payable
with interest accruing thereon as Set forth in Section 2 hereof at the election of the
Agency upon an Event of Default (as defined in Section 10 below) by the Borrower
Failure to declare such amounts due shall not constitute a waiver on the part of the
Agency to declare them due subsequently
8
Terms of Payment. Payment shall be made in lawful money of the
United States The Agency shall provide Borrower with written wire transfer instructions
for the payment of principal and interest due hereunder The bank account into which
payment is directed may be changed from time to time as the Agency may designate in
writing|10 9| Prepayment. Borrower shall have the right to prepay this Note in whole
or in part without penalty or premium
Au No 3 Prom Note West Culver Lofts 041706
2
7010 Event of pefault. Acvelerafiou. The occurrence of any of the followmg
shall constitute an "Event of Default" under this Note (i) Borrower fails to pay any
amount due hereunder withm five (5) days of its due date, (11) any default occurs under
any of the Loan Documents, mcludmg this Note, subject to any cure period set forth in
the applicable document, or (m) any sale, transfer, assignment or other conveyance
(whether voluntary or by operation of law) of all or any part of the Site or any interest in
the Site or in the Project except as permitted by the Agreement
Upon the occurrence of any Event of Default, or at any time thereafter, at the
option of the Agency, the entire amount owing on this Note shall become immediately
due and payable This option may be exercised at any time following qiy such Event of
Default The Agency may exercise any of its other nghts, powers and remedies under the
Loan Documents or available at law or in equity All of the rights and remedies of the
Agency under this Note and the other Loan Documents are cumulative of each other and
of any and all other rights at law or in equity, and the exercise by the Agency of any one
or more of such rights and remedies shall not preclude the simultaneous or later exercise
by the Agency of any or all such other rights and remedies No single or partial exercise
of any right or remedy shall exhaust it or preclude any other or further exercise thereof,
and every nght and remedy may be exercised at any time and from time to time No
failure by the Agency to exercise, nor delay in exercising, any right or remedy shall
operate as a waiver of such right or remedy or as a waiver of any Event of Default
Borrower agrees to pay to the Agency on demand all costs and expenses marred
by Agency in seeking to collect tins Note or to enforce any of the Agency's rights and
remedies under the Loan Documents, including court costs and reasonable attorneys' fees
and expenses, whether or not suit is filed hereon, or whether in connection with
arbitration, judicial reference, bankruptcy, insolvency or appeal
11 Right to Cure. The Agency shall not exercise any right or remedy
provided for herein because of any uncured default of Borrower unless, in the Event of a
Default, either (i) the Agency has complied with the notice provisions and cure period set
forth in the applicable Loan Document under which the default occurred, or (u) the
Agency shall have first given written notice thereof to Borrower and Borrower shall have
failed to cure the default within a period of thirty (30) days after the giving of such notice
of default with respect to a non-monetary default and five (5) days with respect to a
monetary default, provided that if a non-monetary default cannot be cured within thirty
(30) days, Borrower commences to cure such default within a period of thirty (30) days
after the giving of such nonce of default and Borrower proceeds diligently to cure such
default until it shall be fully cured within no more than ninety (90) days after the giving
of such notice, the Agency shall not exercise any right or remedy provided for herein
until such ninety (90) day period shall expire, provided, however, the Agency shall not be
required to give any such nonce or allow any part of the grace period if Borrower shall
have filed a petition in bankruptcy or for reorganization or a bill in equity or otherwise
initiated proceedings for the appointment of a receiver of its assets, or if Borrower shall
have made a general assignment for the benefit of creditors, or if a receiver or trustee is
Att No 3 Prom Note West Culver Lofts 041706
-3- cr1
vilL1110Vadappointed for Borrower and such appointment or such receivership is not terminated
within sixty (60) days
12 Extension The Agency shall grant a request by Borrower to extend the
Maturity Date of this Note to March 31, 2010 (the "Extended Maturity Date"), upon and
subject to the following terms and conditions
a Conditions Unless otherwise agreed by the Agency in writing
(i) Borrower shall request the extension, if at all, by written
notice to the Agency not less than thirty (30) days, and not more than sixty (60) days,
prior to the Maturity Date
(n) At the time of the request, the construction of the
Improvements (as defined in the Loan Agreement) shall have been completed in
accordance with the requirements of the Loan Documents
(in) At the time of the request, and at the time of the extension,
there shall not exist any Event of Default, nor any condition or state of facts which after
notice and/or lapse of time would constitute a monetary Event of Default
(iv) Current financial statements regarding Borrower (dated not
earlier than thirty (30) days prior to the request for extension) and all other financial
statements and other information as may be reasonably requested by the Agency
regarding Borrower and the Project, shall have been submitted promptly to the Agency,
and there shall not have occurred, in the opinion of the Agency, any material adverse
change in the business or fmancial condition of Borrower or in the Site, Project or Units
from that which existed on the date of this Note
(v) Whether or not the extension becomes effective, Borrower
shall pay all out-of-pocket costs and expenses incurred by the Agency in connection with
the proposed extension (pre- closing and post-closing), including appraisal fees,
environmental audit and reasonable attorneys' fees actually incurred by the Agency, all
such costs and expenses incurred up to the time of the Agency's written agreement to the
extension shall be due and payable prior to the Agency's execution of that agreement (or
if the proposed extension does not become effective for any reason other than Agency's
breach, then upon demand by the Agency), and any future failure to pay such amounts
shall constitute a default under the Loan Documents
(vi) All applicable approvals and requirements of the Agency
shall have been satisfied with respect to the extension
(vii) Not later than the Maturity Date, (A) the extension shall
have been consented to and documented to the Agency's reasonable satisfaction in a
writing signed by Borrower, the Agency, and all other parties deemed necessary by the
Agency (such as any setuor or subordinate henholders and permanent lenders (if any)),
AU No 3 Prom Note West Culver Lofts 041706
-4-and (B) the Agency shall have been provided with an updated title report and judgment
and hen searches, and appropriate title insurance endorsements shall have been issued as
required by the Agency
(viii) Borrower shall be in full and timely compliance in all
material respects with the conditions and covenants set forth in Section 600 of the
Agreement, and shall be utilizing commercially reasonable diligent efforts to sell the
Units in a timely manner
Loan Terms All terms and conditions of this Note and the Loan
Documents shall continue to apply to the extended term except to the extent changed in a
writing documentmg the extension signed by the Borrower and the Agency (such changes
to be effective on and after the original Maturity Date, if the extension becomes effective
as provided herein)
13 Waivers Borrower and any endorsers hereof and all others who may
become liable for all or any part of this obligation, severally waive presentment for
payment, demand and protest and notice of protest, and of dishonor and nonpayment of
this Note, and expressly consent to any extension of the time of payment hereof or of any
installment hereof, to the release of any party liable for this obligation, and any such
extension or release may be made without notice to any of said parties and without in any
way affecting or discharging this liability
14 Attorneys' Fees and Costs
a Borrower agrees to pay immediately upon demand all costs and
expenses of the Agency including reasonable attorneys' fees if (i) after an Event of
Default, this Note is placed m the hands of an attorney or attorneys for collection, (n)
after an Event of Default hereunder or under the Deed of Trust, the Agency finds it
necessary or desirable to secure the services or advice of one or more attorneys with
regard to collection of this Note against Borrower, or to the protection of its rights under
this Note, the Agreement, the Declaration, or the Deed of Trust, or (m) the Borrower
seeks to have the Project abandoned by or reclaimed from any estate m bankruptcy or
attempts to have any stay or injunction prohibiting the enforcement or collection of this
Note or prohibiting the enforcement of the Loan Documents or any other agreement
evidencing or securing this Note lifted by any bankruptcy or other court
If the Agency shall be made a party to or shall reasonably
intervene in any action or proceeding, whether m court or before any governmental
agency, materially adversely affecting the Site or the title thereto or the interest of the
Agency under the Deed of Trust, including without limitation, any form of condemnation
or eminent domain proceeding, the Agency shall be reimbursed by Borrower immediately
upon demand for all costs, charges, and reasonable attorneys' fees incurred by the
Agency in any such case, and the same shall be secured by the Deed of Trust as a further
charge and hen upon the Site
Au No 3 ROM Note West Culver Lofts 04170615 ThigAggvalluAzigg The Agency may, at its option, assign its right
to receive payment under this Note without necessity of obtaining the consent of the
Borrower
16. Borrower Assumment IWubited Except for a Permitted Transfer, in
no event shall Borrower assign or trankter any portion of this Note, the Agency Loan
and/or the Agreement except in accordance with Section 206 of the Agreement
17 NotOe Any notices provided for in this Note shall be given by mailing
such notice by certified mail, return receipt requested at the addresses set forth below or
at such address as either party may designate by written notice
Borrower West Culver Lofts, LLC
c/o Urban Equity Partners, LLC
203 Argonne Avenue, B-145
Long Beach, CA 90803
Ami Robert C Little, Jr
To Agency Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, CA 90232-0507
Attn Susan Evans, Assistant Executive Director
Copy to Lebold, McClendon & Mann, P C
23422 Mill Creek Drive, Suite 105
Laguna Hills, CA 92653
Attn Barbara Zeid Leibold, Esq
18 Recourse Obheation Until Conwled9u of Construction. Note Secured
bv Peed 9f Trust. Prior to Borrower's purchase of the Property, Borrower's obligations
under this Note and the Agreement shall be secured by that certain Assignment of Plans,
Reports and Data executed by Borrower pursuant to the Agreement This Note shall
constitute a recourse obligation of Borrower until the completion of the Project and the
recordation of the Release of Construction Covenants Borrower's obligations under this
Note and the Agreement shall, at all times subsequent to the recordation of the Release of
Construction Covenants, during which any amount remains outstanding hereunder, be
secured by that certain deed of trust ("Deed of Trust") of which Agency is the
beneficiary, recorded against Borrower's fee interest in the Property Subsequent to
Borrower's purchase of the Property, Agency must resort only to the Property for
repayment in the Event of Default by Borrower Nothing contained in the foregomg
limitation of liability shall (a) limit or impair the enforcement against all such security for
this Note of all the rights and remedies of the Agency, or (b) be deemed in any way to
impair the right of the Agency to assert the unpaid principal amount of this Note as a
demand for money within the meaning and intendment of Section 431 70 of the
California Code of Civil Procedure or any successor provision thereto The foregoing
limitation of liability is intended to apply only to the obligation for the repayment of the
principal of, and payment of interest on, this Note, nothing contained therem is intended
An No 3 Prom Note West Culver Lofts 041706 - 6-to relieve the Borrower, and any general partner, member, or shareholder of Borrower,
from liability for damages caused to Agency as a result of, and, Borrower and any
genera/ partner, member, or shareholder of Borrower shall be liable for and indemnify
and hold harmless the Agency and its Representative for all Losses and Liabilities
incurred by Agency as a result of (i) fraud or willful misrepresentation of any material
fact, (n) the retention of any rental income or other income arising with respect to the
Project collected by Borrower after the Agency has given any notice that Borrower is in
default to the full extent of the rental income or other income retained and collected by
Borrower after the giving of any such notice, (in) the fair market value as of the time of
the giving of any notice referred to in subparagraph (n) above of any personal property or
fixtures removed or disposed of by Borrower other than in accordance with the Loan
Document& after the giving of any notice referred to above, and (iv) the willful
misapplicatice of any proceeds under any insurance policies or awards resulting from
condemnation or the exercise of the power of eminent domain or by reason of damage,
loss or destruction to any portion of the Project Upon completion of the Project as
evidenced by recordation of the Release of Construction Covenants, this Note shall
become nOnrecourse, and at such time Borrower shall have no personal,„ liability for
repayment and the Agency must resort only to the Site and/or the Umts for repayment in
the Event of Default by Borrower
19 Constructism This Note shall be construed in accordance with and be
governed by the laws of the State of California
20 Amendments This Note may not be modified or amended except by an
mstrument in writing expressing such intention executed by the pasties sought to be
bound thereby, which writing must be so tinny attached to this Note so as to become a
permanent part thereof
21 $uccessors Bound This Note shall be binding upon Borrower and its
permitted successors and assigns
22 Severabdttv If any provision of this Note shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions hereof
shall not m any way be affected or impaired thereby
[Signature On Next Page]
Au No 3 Nom Note West Culver Lofts 041706 - 7 - gs--IN WITNESS WHEREOF, Borrower has executed this Promissory Note
BORROWER
WEST CULVER LOFTS, LLC, a Delaware
limited liability company
By URBAN EQUITY PROPERTIES,
LLC, an Ohio limited liability company,
its Managing Member
By URBAN EQUITY PARTNERS,
LLC, a California limited iability
company, its Manager and sole
Member
By
Name Robert C Little, Jr
Title Member
Mt No 3 Prom Note West Culver Lofts 041706 - 8 - ci 6EXHIBIT "A"
PAYMENT RECORD
Unit Number** Payment Due Princinal Interest Payment
Date &maga
Amount Due
Received Date
N/A Upon the date
building permits
for the Project
are issued by the
City
$300,000
1 * $87,500
2 * $87,500|1010|*
4 * $87,500
5 * $87,500
6 * $87,500|1010|,
* $87,500
8 * $87,500
9 *
$87,500
10 * $87,500
11 * $87,500
12 * $87,500
13 * $87,500
14 * $87,500
15 * $87,500
16 * $87,500
17 * $87,500
18 * $87,500
19 * $87,500
20 * $87,500
21 * $87,500
22 * $87500
23
*
$87,500
24
*
$87,500
Total $2,400,000
* The repayment amount per each Unit is the "Unit Sale Note Payment" which is equal to
a pnncipal payment of $87,500 plus accrued and outstanding interest Payment is due to
Agency on or prior to the close of escrow for the sale of each Unit
** The Unit number refers to the order m which the Units are sold to third party buyers
Mt No 3 Prom Note West Culver Lofts 041706 Exhibit "A" ciATTACHMENT NO 4
GRANT DEED
[See Attached]
West Culver Lofts DDA 041706
1 gRECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, California 90232-0507
Attn Susan Evans, Assistant Executive Director
)
)
)
)
)
)
)
)
(Space above for Recorder a Use Only)
(Exempt from Recording Rea per Govt Code Secdon 6103)
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged,
The CULVER CITY REDEVELOPMENT AGENCY, a pubhc body, corporate and
politic (the "Agency"), acting to carry out the Redevelopment Plan ("Redevelopment Plan") for
the Culver City Redevelopment Project, Component Area 4 (the "Project Area"), under the
Community Redevelopment Law of California, hereby grants to WEST CULVER LOFTS,
LLC, a Delaware limited liability company (the "Developer"), the real property hereinafter
referred to as the "Property," described in Exhibit "A" attached hereto and incorporated herein,
subject to the existing easements, restrictions and covenants of record described there
I Conveyance in Accordance With Redevelopment Plan, Disposition and
Development Agreement. The Property is conveyed in accordance with and subject to the
Redevelopment Plan and the Disposition and Development Agreement entered into between the
Agency and the Developer (the "DDA"), a copy of which is on file with the Agency at its offices
as a public record and which is incorporated herein by reference
2 Permitted Uses The Developer covenants and agrees for itself, its successors, its
assigns, and every successor in interest to the Property or any part thereof, that upon the date of
this Grant Deed and during construction through completion of development and thereafter, the
Developer shall devote the Property to the uses specified m the Redevelopment Plan and this
Grant Deed for the periods of time specified therem All uses conducted on the Property,
including, without limitation, all activities undertaken by the Developer pursuant to the DDA,
shall conform to the DDA, the Redevelopment Plan and all applicable provisions of the City
Municipal Code The foregoing covenants shall run with the land|109| Restrictions on Transfer The Developer further agrees as follows
a For the period commencing upon the date of this Grant Deed, no
voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers
under the DDA or this Grant Deed, nor shall the Developer make any total or partial sale,
transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of
the Property without the prior written approval of the Agency or as otherwise permitted pursuant
to the DDA
ATTACHMENT NO 4 7 7
,The Developer shall not place or suffer to be placed on the
Property any lien or encumbrance other than mortgages, deeds of trust, or any other form of
conveyance required for financing of the construction of the improvements on the Property, and
any other expenditures necessary and appropriate to develop the Property pursuant to the DDA
All of the terms, covenants and conditions of this Grant Deed shall be
binding upon the Developer and the permitted successors and assigns of the Developer
Whenever the term "Developer" is used m this Grant Deed, such term shall include any other
successors' and assigns as herein provided
4 Nondiscrimination The Developer herein covenants by and for itself, its heirs,
executors, administrators and assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of race, Color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the
Developer itself or any person claiming under or through the Developer, 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
land herein conveyed The foregoing covenants shall run with the land
The Developer shall refrain from restricting the rental, sale or lease of the
Property op the basis of race, color, religion, sex, marital status, ancestry or national origin of
any person All such deeds, leases or contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses
(a) In deeds "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or -through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee or any person claiming under or through 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 land herein conveyed The foregoing covenants shall run with the land"
(b) In leases "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions
"That there shall be no discrimination against or segregation of any
person or group of persons, on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry in the
leasing, subleasing, transfemng, use, occupancy, tenure, or
enjoyment of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under or through 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, sublessees,
Att. 4 Grant Deed West Culver Lofts 041706
2 / 0 0subtenants, or vendees in the premises herein leased"
(c) In contracts "There shall be no discnrnmation against or segregation of,
any person, or group of persons on account of race, color, creed, religion, sex, marital status,
national ongin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the transferee himself or herself or any person claiming
under or through 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 of the premises"|109| Reserved.
6 Violations Do Not Impair Liens No violation or breach of the covenants,
conditions, restrictions, provisions or limitations contained in this Grant Deed Shall defeat or
render invalid or in any way impair the hen or charge of any mortgage or deed of trust or
security interest permitted by the DDA, provided, however, that any subsequent owner of the
Property shall be bound by such remaining covenants, conditions, restrictions, limitations and
provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure,
trustee's sale or otherwise
7 Covenants Run With Land All covenants contained in this Grant Deed shall be
covenants running with the land All of the Developer's obligations hereunder except as
provided hereunder shall terminate and shall become null and void upon the expiration of the
Redevelopment Plan Every covenant contained in this Grant Deed against discrimination
contained in paragraph 4 of this Grant Deed shall remain in effect in perpetuity
8 Covenants For Benefit of Agency All covenants without regard to technical
classification or designation shall be binding for the benefit of the Agency, and such covenants
shall run in favor of the Agency for the entire period during which such covenants shall be in
force and effect, without regard to whether the Agency is or remains an owner of any land or
interest therein to which such covenants relate The Agency, in the event of any breach of any
such covenants, shall have the right to exercise all the nghts and remedies and to maintain any
actions at law or suits in equity or other proper proceedings to enforce the curing of such breach
9 Revisions to Grant Deed The Agency its successors and assigns, and the
Developer and the successors and assigns of the Developer in and to all or any part of the fee
title to the Property shall have the nght with the mutual consent of the Developer to consent and
agree to changes m, or to eliminate in whole or in part, any of the covenants, or restrictions
contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee,
mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any
interest less than a fee in the Property However, the Developer is obligated to give written
notice to and obtain the consent of any first mortgagee prior to consent or agreement between the
parties concerning such changes to this Grant Deed The covenants contained in this Grant
Deed, without regard to technical classification, shall not benefit or be enforceable by any owner
of any other real property withm or outside the Project Area, or any person or entity having any
interest in any other such realty No amendment to the Redevelopment Plan shall require the
consent of the Developer
10 Right of Reverter The Agency shall have the nght, at its option, to re-enter and
take possession of the Property conveyed by the Agency to the Developer, with all
Am 4 Grant Deed West Culver Lofts 041706
3Att. 4 Grant Deed West Culver Lofts 041706
improvements thereon, and revest in the Agency the estate theretofore conveyed to the
Developer if, after Conveyance of title and prior to recordation of the Release of Construction
Covenants, the Developer (or its successors in interest)
(a) Fails to proceed with the construction of Improvements as required by the DDA
for a period of three (3) months, plus any extension as may be granted pursuant to Section 806 of
the DDA, after written notice thereof from the Agency
(b) Abandons or substantially suspends construction of improvements for a period of
three (3) months after written notice of such abandonment or suspension from the Agency
(c) Transfers or suffers any involuntary Transfer of the Property, or any part thereof,
or effects a Change of Control in violation of the DDA
Such right to repurchase, re-enter and repossess shall be subject to and be limited by and
shall not defeat, render invalid, or limn
(i) Any mortgage, deed or trust or other secunty instrument permitted by the DDA
(n) Any rights or interests provided in the DDA for the protection of the holder of
such mortgages, deeds of trust or other security instruments
Upon issuance of a Release of Construction Covenants for the Improvements to be
constructed on any applicable portion of the Property, the Agency's nght to reenter, terminate
and revest as to such portion of the Property shall terminate, and the Agency shall only be
entitled to reenter, terminate and revest with respect to the other parcels within the Property for
which no Release of Construction Covenants has been issued
Upon the revestmg in the Agency of title to the Property as provided herein, the Agency
shall, pursuant to its responsibilities under State law, use its best efforts to resell the Property or
part thereof as soon and in such manner as the Agency shall find feasible and consistent with the
objectives of such law and of the Redevelopment Plan to a qualified and responsible party or
parties (as determined by the Agency), who will assume the obligation of making or completing
the Improvements, or such improvements in their stead as shall be satisfactory to the Agency and
in accordance with the uses specified for such Property or part thereof in the Redevelopment
Plan Upon such resale of the Property, the proceeds thereof shall be applied
(x) First to reimburse the Agency on its own behalf or on behalf of the City for all
reasonable and necessary costs and expenses incurred by the Agency, including but not limited
to, salaries of personnel employed or utilized m connection with the recapture, management and
resale of the Property or part thereof (but less any income derived by the Agency from the
Property or part thereof in connection with such management), all taxes, assessments and water
and sewer charges with respect to the Property or part thereof (or, in the event the Property is
exempt from taxation or assessment or such charges during the period of ownership to such
taxes, assessments or charges (as determined by the City assessing official) as would have been
payable if the Property were not so exempt), any payments made or necessary to be made to
discharge to prevent from attaching or being made any subsequent encumbrances or hens due to
obligations, defaults or acts of the Developer, its successors or transferees, any expenditures
made or obligations incurred with respect to the making or completion of the improvements or
any part thereof on the Property or party thereof, and any amounts otherwise owing the Agency
by the Developer and its successor or transferee, and
(y) Second, to reimburse the Developer, its successor or transferee up to the amountequal to (I) the sum of the purchase pnce paid to the Agency by the Developer for the Property,
(2) the costs incurred for the development of the Property and for the improvements existing on
the site at the time of the re-entry and repossession, less (3) any gains or income withdrawn or
made by the Developer from the Property or the improvements thereon
(z) Finally, any balance remaining after such reimbursements shall be retained by the
Agency as its property
To the extent that the nghts estabhshed herein involve a forfeiture, the rights of the
Agency hereunder must be strictly interpreted in favor of the Agency, the party for whose benefit
the right of reverter is created The right of reverter and other rights established herein are to be
interpreted in light of the fact that the Agency will convey the Property to the Developer for
development of the Project as set forth herein and not for speculation
[SIGNATURE PAGE FOLLOWS]
Att. 4 Grant Deed West Culver Lofts 041706
5 /WHEREAS, the undersigned has executed this Grant Deed as of the date set forth
below
"AGENCY"
CULVER CITY REDEVELOPMENT
AGENCY, a public body, corporate and politic
, 20 By Assistant Executive Director
APPROVED AS TO FORM
LEIB OLD, McCLENDON & MANN, P C
Barbara Zeid Leibold, Special Counsel
APPROVED AS TO FORM
City Attorney
Au. 4 Grant Deed West Culver Lofts 041706PARC%
Real property
as follows
EXHIBIT A
LEGAL DESCRIPTION
PARCEL A-I2823 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows
LOTS 55, 56 43s/13 57 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDED OF SAID COUNTY
W WASHINGTON
City of Culver City, County of Los Angeles, State of California, described
LOT 58 ANt>$9- OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED
1
BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER AID COUNTY
APN 4236-021-008
PAKei r nc.1;r41, W WAMINGTON
Real prci*t , y iii the City of Culver City, County of Los Angeles, State of California, described
as follows
LOTS 60 AND 61 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 37, PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236.021-009
PARcFcL D-1,293 W WASHINGTON
Real property in the City of Culver City County of Los Angeles, State of California, described
as follows
LOTS 62 AND 63 OF TRACT 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-010
Mt. 4 Grant Deal West Culver Lofts 041706
7 /ATTACHMENT NO 5
DEED OF TRUST
[See Attached]
West Culver Lofts DDA 041706
I 0 GRECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, California 90232-0507
Attn Susan Evans, Assistant Executive Director
(Space above for Recorder s use )
(Exempt from Recording Fees per Govt Code Section 6103)
SUBORDINATED DEED OF TRUST, FIXTURE FILING AND ASSIGNMENT
OF RENTS
THIS SUBORDINATED DEED OF TRUST, FIXTURE FILING AND
ASSIGNMENT OF RENTS ("Deed of Trust") is made as of , 2,006 by
WEST CULVER LOFTS, LLC, a Delaware limited liability company (`Trustor"),
whose address is 203 Argonne Avenue, Long Beach, Cahforma 90803, to
, whose address is ("Trultee"), for the benefit of
CULVER CITY REDEVELOPMENT AGENCY, a public body, corporate and,polittc,
whose address is 9770 Culver Boulevard, Culver City, California '9024240507
("Beneficiary")
THIS DEED OF TRUST is given, inter aha, for the purpose of securing (1) the
obligation of Tnistor to repay Beneficiary that certain loan in the amount of Two Million
Four Hundred Thousand Dollars ($2,400,000) made by Beneficiary for the benefit of
Trustor (the "Agency Loan"), evidenced by that certain Promissory Note If (Allen date
herewith (the "Promissory Note") and made in accordance with that certain Disposition
and Development Agreement (West Culver Lofts) dated as of 20_,„
by and between Tmstor and Beneficiary, (the "Agreement"), (n) the perfomance of
Trustor's obligations thereunder and under this Deed of Trust and the Mclaratibn of
Conditions, Covenants and Restrictions as hereinafter defined, and (m) payment of
interest and other amounts due and payable pursuant to and in accordance with the terms
and conditions of the Promissory Note The Agency Loan was made in connection with
the acquisition by Borrower of certain real property located in Culver City at 12823,
12813, 12811, and 12803-07 Washington Boulevard and more specifically described m
Exhibit A hereto (collectively, the "Property"), and m connection with the construction of
twelve (12) live/work umts and twelve (12) residential units thereon by the Trustor
accordance with the Agreement (the "Project") All terms not defined herein shall have
the meanmgs set forth in the Agreement The Property is more particularly described in
Exhibit A attached hereto and by this reference incorporated herein
FOR GOOD AND VALUABLE CONSIDERATION, including the financial
assistance herein recited and the trust herein created, the receipt of which is hereby
acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to
Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of
Beneficiary, under and subject to the terms and conditions hereinafter set forth, the
Property,
ATTACHMENT NO 5 0 7AU No 5 Deed of Trust 041706
TOGETHER WITH any and all buildings and improvements now or hereafter
erected on the Property including, without limitation, Trustor' s interest in fixtures
tenements, attachments, appliances, equipment building systems, machinery, and other
articles now or hereafter attached to the buildings and improvements (collectively, the
"Improvements"), all of which shall be deemed and construed to be a part of the real
property,
TOGETHER WITH all earnings, rents, issues, profits, revenue, royalties, income,
proceeds and other benefits, including without limitation prepaid rents and security
deposits (collectively, the "Rents") derived from any lease, sublease, license, franchise or
concession or other agreement (collectively, the "4ases") now or hereafter affecting all
or any portion of the Property or the Improvements or the use or occupancy thereof,
TOGETHER WITH all interests, estates or other claims, both in law and in
equity, which Trustor now has or may hereafter acquire in the Property or the
Improvements, including without limitation, all right, title and interest now owned or
hereafter acquired by Trustor in and to any greater estate m the Property Qr the
Improvements,
TOGETHER WITH all easements, tenements, hereditaments, appurtenances,
rights-of-way and rights now owned or hereafter acquired by Trustor used or useful in
connection with the Property or as a means of access thereto, including, without limiting
the generality of the foregoing, all rights pursuant to any trackage agreement and all
rights to the nonexclusive use of common drive entries, all oil and gas and other
hydrocarbons and all other minerals and water and water rights and shares of stock
evidencing the same,
TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and
to all leases, subleases, subtenancies, licenses, franchises, occupancy agreements and
other agreements covering the Property, the Improvements or any portion thereof now or
hereafter existing or entered mto, and all right, title and interest of Trustor therennder,
including, without limitation, all cash or security deposits, prepaid or advance rentals, and
deposits or payments of sumlar nature,
TOGETHER WITH all right, title and interest of Tnistor, now owned or hereafter
acquired in and to any Property lying within the right-of-way of any street, open or
proposed, adjoining the Property and any and all sidewalks, vaults, alloys and strips and
gores of property adjacent to or used in connection with the Property,
TOGETHER WITH all the estate, interest, right title, other claim or demand,
both in law and m equity, including claims or demands with respect to the proceeds of
insurance in effect with respect to the Property, which Trustor now has or may hereafter
acquire in the Property or the Improvements and any and all awards made for the taking
by eminent domain, or by any proceeding of purchase in lieu thereof, of the whole or any
part of the interests described in this Deed of Trust, including, without limitation, any
awards resulting from a change of grade of sheets and awards for severance damages
The entire estate, property and interest hereby conveyed to Trustee may hereafter
be collectively referred to as the "Trust Estate"
JarFOR THE PURPOSE OF SECURING
(a) the payment of the sum of Two Million Four Hundred Thousand
Dollars ($2,400,000), and any interest due, according to the terms of the Promissory
Note, and any and all additions, modifications or extensions thereof,
(b) performance of every obligation, covenant and agreement of
Trustor contained in the Agreement the Promissory Note, and that certain Declaration of
Conditions, Covenants and Restrictions by and between Trustor and Beneficiary dated
and recorded concurrently herewith (the "Declaration of Conditions, Covenants and
Restrictions") which includes among other covenants and restrictions, covenants of
construction and maintenance of the Project and all modifications, extensions, renewals,
and replacements thereof or any other agreement now or hereafter executed by Trustor
which recites that the obligations thereunder are secured by this Deed of Trust
(collectively, the "Agency Loan Documents"),
(0 payment of all sums advanced by Beneficiary or its successors and
assigns, or Trustee, to enforce the Promissory Note, the Agreement, the Declaration of
Conditions, Covenants and Restrictions or this Deed of Trust to protect the Trust Estate
upon an Event of Default, with interest thereon at the rate of ten percent (10%) per
annum, compounded annually (the "Default Rate") pursuant to the terms of the
Promissory Note,
(d) payment and performance of all other obligations of Trnstor
ansmg from any and all existing and future agreements with Beneficiary, or its
successors or assigns, when such agreement recites that the obligations thereunder are
secured by this Deed of Trust
All initially capitalized terms used herein which are defined in the Agreement
shall have the same meaning herein unless the context otherwise requires
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
HEREBY COVENANTS AND AGREES AS FOLLOWS
ARTICLE 1
COVENANTS AND AGREEMENTS OF TRUSTOR
11 Payment of Secured Obligations Trustor shall immediately pay when due
all amounts secured hereby
1 2 Maintenance, Repair, Alterations Trustor (a) shall keep the Property and
the Improvements thereon in good condition and repair in accordance with the Agency
Loan Documents, including without limitation the Declaration of Conditions, Covenants
and Restrictions, (b) shall not remove, demolish or substantially alter any of the
Improvements except upon the prior written consent of Beneficiary, (c) shall complete
promptly and in a good and workmanlike manner any Improvement which may be now
or hereafter constructed on the Property and promptly restore 111 like manner any portion
of the Improvements which may be damaged or destroyed thereon from any cause
whatsoever (provided that Trustor is in compliance with all insurance requirements set
forth herein, and provided that the damage or destruction of any Improvement is of the
- 3 —
Att No 5 Deed of bust 041706
/ 0
#e. 211._nature covered by the Trustor' s insurance, Trustor' s obligation to restore the
Improvements pursuant to this paragraph shall be limited to the available insurance
proceeds), and pay when due all claims for labor performed and materials furnished
therefor, (d) shall comply in all material respects with all laws, ordinances, regulations,
covenants, conditions and restrictions now or hereafter affecting the Trust Estate or any
part thereof or requiring any alterations or improvements, (e) shall not commit or permit
any waste Or deterioration of the Property or the Improvements, (f) shall not allow
changes in the use for which all or any part of the Property or the Improvements were
intended, and (g) shall not inmate or acquiesce to a change in the zoning classification of
the Property and the Improvements without Beneficiary's prior written consent.
13 Required Insurance
(a) Trustor shall at all times provide, maintain and keep in force or
cause to be provided, maintained and kept in force, at no expense to Trustee or
Beneficiary, policies of insurance m accordance with the terms of the Agency Loan
Documents in form and amounts, providing for deductibles, and issued by companies,
associations or organizations covering such casualties, risks, perils, liabilities and other
hazards as required by the Agency Loan Documents or by Beneficiary pursuant thereto
(b) Trustor shall not obtain separate insurance concurrent in form or
contnbutmg in the event of loss with that required to be maintained hereunder unless
Beneficiary is included thereon under a standard, non-contributory mortgagee clause or
endorsement acceptable to Beneficiary Trustor shall immediately notify Beneficiary
whenever any such separate insurance is obtained and shall promptly deliver to
Beneficiary copies of the ongmal policy or policies of such insurance
(c) Within ninety (90) days following the end of each fiscal year of
Trustor, at the request of Beneficiary, Trustor at Tiustor's expense shall furnish such
evidence of replacement costs as the msurance carrier providing casualty insurance for
the budding(s) and other improvements on the Property may require to determine, or
which such carrier may provide in determining, the then replacement cost of the
building(s) and other improvements on the Property
1 4 Delivery of Policies. Payment of Premiums
(a) At Beneficiary's option Tiustor shall furnish Beneficiary with an
original of all policies of insurance required under Section 1 3 above or evidence of
insurance issued by the applicable insurance company for each required policy setting
forth the coverage, the limns of liability, the name of the earner, the policy number and
the period of coverage, and otherwise in form and substance reasonably satisfactory to
Beneficiary in all respects
(h) In the event Trustor fails to provide, maintain, keep in force or
deliver to Beneficiary the policies of insurance required by this Deed of Trust or by any
Agency Loan Documents, Beneficiary may (but shall have no obligation to) procure such
insurance or single-interest msurance for such risks covering Beneficiary's interest and
Trustor will pay all premiums thereon and reimburse Beneficiary for all amounts paid or
incurred by it in connection therewith promptly upon demand by Beneficiary and, until
Att No 5 Deed of Trust 041706
-4- °such payment and reimbursement is made by Trustor, the amount of all such premiums
and amounts paid or incurred by Beneficiary shall become indebtedness secured by this
Deed of Trust and bear mterest at the Default Rate Following an Event of Default for
failure to maintain insurance in accordance with this Section 1 4 and upon written request
by Beneficiary, Trustor shall deposit with Beneficiary in monthly installments, an amount
equal to 1/12 of the estimated aggregate annual insurance premiums on all policies of
insurance requited by the Agency Loan Documents or this Deed of Trust The foregoing
obligation to deposit monthly installments shall not apply if Trustor is required to escrow
insurance payments with Senior Lender and the Senior Lender maintains insurance in
accordance with this Section 1 4 In such event Trustor further agrees to cause all bills,
statements pr other documents relating to the foregoing insurance premiums to be sent or
mailed directly to Beneficiary Upon receipt of such bills, statements or other documents
evidencing.that a premium for a required policy is then payable, and providing Trustor
has depostted sufficient funds with Beneficiary pursuant to this Section 1 4, Beneficiary
shall timay pay such amounts as may be due thereunder out of the funds so deposited
with Beneficiary If at any time and for any reason the funds deposited with Beneficiary
are or will be insufficient to pay such amounts as may be then or subsequently due,
Bene#ciary shall notify Trustor and Trustor shall immediately deposit an amount equal to
such deficiency with Beneficiary Notwithstanding the foregoing, nothing contained
herein shall cause Beneficiary to be deemed a trustee of the funds or to be obligated to
pay any amounts in excess of the amount of funds deposited with Beneficiary pursuant to
this Section 1 4, nor shall anything contained herein modify the obligation of Trustor set
forth in Section 1 3 hereof to maintain and keep such insurance in force at all times
Trustor shall be entitled to no interest on such funds
1 5 Casualties, Insurance Proceeds Trustor shall give prompt written notice
thereof to Beneficiary after the happening of any casualty to or in connection with the
Property, the Improvements, or any part thereof, whether or not covered by msurance
subject to the provisions of any semor hens, in the event of such casualty, all proceeds of
msurance shall be payable to Beneficiary, whether required by the Agency Loan
Documents or otherwise, and Trustor hereby authorizes and directs any affected
insurance company to make payment of such proceeds directly to Beneficiary If Trustor
receives any proceeds of insurance resulting from such casualty, whether required by the
Agency Loan Documents or otherwise, Tiustor shall promptly pay over such proceeds to
Beneficiary Beneficiary is hereby authorized and is empowered by Trustor to settle,
adjust or compromise any and all claims for loss, damage or destruction under any policy
or policies of insurance In the event of any damage or destruction of the Property or the
Improvements, Beneficiary shall apply all loss proceeds remaining after deduction of all
expenses of collection and settlement thereof, including, without limitation, fees and
expenses of attorneys and adjustors, to the restoration of the Improvements, but only as
repairs or replacements are effected and continuing expenses become due and payable
and provided all applicable conditions specified in the Agency Loan Documents with
respect thereto have been satisfied If an Event of Default has occurred or is contmumg
under any one or more of such conditions in the Agency Loan Documents, Beneficiary
shall not be obligated to make any further disbursements pursuant to the Promissory Note
and Beneficiary shall apply all loss proceeds, after deductions as herein provided, to the
repayment of any indebtedness thereunder, together with all accrued interest thereon,
Att No 5 Deed of Trust 041706
-5-
/1notwithstanding that the outstanding balance may not be due and payable and the
Agreement shall terminate Nothing herein contained shall be deemed to excuse Trustor
from repairing or maintaining the Property and the Improvements as provided in Section
1 2 hereof or restoring all damage or destruction to the Property or the Improvements as
provided in Section 1 2 hereof, regardless of whether or not there are msurance proceeds
available to Motor or whether any such proceeds are sufficient in amount, and the
application or release by Beneficiary of any insurance proceeds shall not cure or waive
any Event of Default nor any notice of default under this Deed of Trust or mvandate any
act done pursuant to such notice
1 6 Assignment of Policies Upon Foreclosure In the event of foreclosure of
this Deed of Trust or other transfer of title or assignment of the Trust Estate in
extinguishment, in whole or in part, of the debt secured hereby, all right, title and interest
of Trust:tin and to all policies of insurance obtained by Trustor, whether required by the
Agency Loan Documents or otherwise, shall inure to the benefit of and pass to the
successor in interest of Trustor or the purchaser or grantee of the Trust Estate
1 7 Identification, Subrogation, Waiver of Offset
(a) If Beneficiary is made a party to any litigation concerning this
Deed of Trust or any of the Agency Loan Documents, the Trust Estate or any part thereof
or interest therein, or the occupancy of the Property or the Improvements by Trustor, then
Trustor shall indemnify, defend and hold Beneficiary harmless from all liability by
reason of that litigation, including reasonable attorneys' fees and expenses incurred by
Beneficiary as a result of any such litigation, whether or not any such litigation
prosecuted to judgment, except to the extent that such liability is caused by the
negligence or willful misconduct of Beneficiary Beneficiary may employ an attorney or
attorneys selected by it to protect its rights hereunder, and Trustor shall pay to
Beneficiary reasonable attorneys' fees and costs incurred by Beneficiary, whether or not
an action is actually commenced against Trustor by reason of its breach
(b) Trustor waives any and all rights to claim or recover against
Trustee, Beneficiary, and their respective officers, employees, agents and representatives,
for loss of or damage to Trustor, the Trust Estate, Trustor's property or the property of
others under Trustor's control from any cause insured against or required to be insured
against by the provisions of this Deed of Trust
(c) All sums payable by Trustor in accordance with the terms of this
Deed of Trust, the Promissory Note or the Agreement shall be paid upon notice and
demand and without counterclaim, setoff, deduction or defense and without abatement,
suspension, deferment, diminution or reduction, and the obligations and liabilities of
Trustor hereunder shall in no way be released, discharged or otherwise affected (except
as expressly provided herein) by reason of (i) any damage to or destruction of or any
condemnation or similar taking of the Trust Estate or any part thereof, (n) any restriction
or prevention of or interference by any third party unrelated to Trustee, Beneficiary, and
their respective officers, employees, agent and representatives with any use of the Trust
Estate or any part thereof, (m) any title defect or encumbrance or any eviction from the
Improvements or any part thereof by title paramount or otherwise, (iv) any bankruptcy,
- 6 —
Att No 5 Deed of Trust 041706
/12_insolvency, reorganization, composition adjustment, dissolution, liquidation or other like
proceeding relating to Beneficiary, or any action taken with respect to this Deed of Trust
by any trustee or receiver of Beneficiary, or by any court, in any such proceeding, (v) any
claim which Trustor has or might have against Beneficiary, which does not relate to the
Agency Loan, or (vi) any other occurrence whatsoever, whether similar or dissimilar to
the thregoing, whether or not Truster shall have notice or knowledge of any of the
foregrimg Except as expressly provided herein and subject to any limitation thereon
provided by law, Truster waives all rights now or hereafter conferred by statute or
otherwise to any abatement, suspension, deferment, diminution or reduction of any sum
secured hereby and payable by Truster
1 8 Taxes and Impositions
(a) As used herein, "Impositions" means all real property taxes and
assessments, general and special, and all other taxes and assessments of any kind or
nature whatsoever, including, without limitation, nongovernmental levies or assessments
such as maintenance charges, levies or charges resulting from covenants, conditions and
restrictions affecting the Trust Estate, which are assessed or imposed upon the Trust
Estate or any portion of it, or become due and payable, and which create, may create or
appear to create a lien upon the Trust Estate, or any part thereof, or upon any person,
property, equipment or other facility used in the operation or maintenance thereof, or any
tax or assessment on the Trust Estate, or any part of it, in lieu thereof or in addition
thereto, or any license fee, tax or assessment imposed on Beneficiary and measured by or
based in whole or in part upon the amount of the outstanding obligations secured hereby
Truster shall pay all Impositions at least ten (10) days prior to delinquency Truster shall
deliver to Beneficiary proof of the payment of the Impositions within thirty (30) days
after such Impositions are paid
(b) Subject to any such obligations which Truster may have to any
senior lender, after an Event of Default by Truster and upon written request by
Beneficiary, Truster shall pay to Beneficiary, unless the Property and Improvements have
received an ad valorem property tax exemption pursuant to subdivision (f) or (g) of
Section 214 of the California Revenue and Taxation Code, an initial cash reserve in an
amount adequate to pay all Impositions for the ensuing tax fiscal year and shall thereafter
continue to deposit with Beneficiary, in monthly installments, an amount equal to 1/12 of
the sum of the annual Impositions reasonably estimated by Beneficiary, for the purpose
of paying the installment of Impositions next due on the Property and the Improvements
(funds deposited for this purpose shall hereinafter be referred to as "Impounds") In such
event Truster further agrees to cause all bills, statements or other documents relating to
Impositions to be sent or mailed directly to Beneficiary Upon receipt of such bills,
statements or other documents, and providing Tnistor has deposited sufficient Impounds
with Beneficiary pursuant to this Section 1 8(b), Beneficiary shall timely pay such
amounts as may be due thereunder out of the Impounds so deposited with Beneficiary If
at any time and for any reason the Impounds deposited with Beneficiary are or will be
insufficient to pay such amounts as may then or subsequently be due, Beneficiary may
notify Truster and upon such notice Trustor shall deposit immediately an amount equal to
such deficiency with Beneficiary If after the payment of the Impositions there shall be
an excess amount held by Beneficiary, such excess amount shall be refunded to Truster|1010|Att No 5 Deed of Trust 041706
13
.61,410." . rin any manner and m such amount as Beneficiary may elect Beneficiary may
commingle Impounds with its own funds and shall not be obligated to pay or allow any
interest on any Impounds held by Beneficiary pending disbursement or application
hereunder Beneficiary may reserve for future payment of Impositions such portion of
the Impounds as Beneficiary may in its absolute discretion deem proper
(c) Upon an Event of Default under any of the Agency Loan
Documents or this Deed of Trust, Beneficiary may apply the balance of the Impounds
upon any indebtedness or obligation secured hereby in such order as Beneficiary may
determine, notwithstanding that the indebtedness or the performance of the obligation
may not yet be due according to the terms thereof Should Trustor fail to deposit with
Beneficiary (exclusive of that portion of the payments which has been applied by
Beneficiary upon any indebtedness or obhgation secured hereby) sums sufficient to fully
pay such Impositions at least fifteen (15) days before delinquency thereof, Beneficiary
may, at Beneficiary's election, but without any obligation so to do, advance any amounts
required to make up the deficiency, which advances, if any, shall bear interest at the
Default Rate, shall be secured hereby and shall be repayable to Beneficiary as herein
elsewhere provided, or at the option of Beneficiary the latter may, without making any
advance whatever, apply any Impounds held by it upon any indebtedness or obligation
secured hereby in such order as Beneficiary may determine, notwithstanCling that the
mdebtedness or the performance of the obligation may not yet be due according to the
terms thereof Should any Event of Default occur or exist on the part of the Tmstor in the
payment or performance of any of Trustor's obligations under the terms of the 4gency
Loan Documents, Beneficiary may, at any time at Beneficiary's option, apply any sums
or amounts in its possession received pursuant to Sections 1 4(b) and 1 8(b) hereof, or as
Rents of the Property or the Improvements, or any portion thereof, or otherwise, to any
indebtedness or obligation of the Trustor secured hereby in such manner and order as
Beneficiary may elect, notwithstanding the indebtedness or the performance of the
obligation may not yet be due according to the terms thereof The receipt, use Or
application of any such Impounds paid by Tiustor to Beneficiary hereunder shall not be
construed to affect the maturity of any indebtedness secured by this Deed of Trust or any
of the rights or powers of Beneficiary or Trustee under the terms of the Agency Loan
Documents or any of the obligations of Tmstor or any guarantor under the Agency Loan
Documents
(d) Trustor shall not suffer, permit or initiate the joint assessment of
any real and personal property which may constitute any portion of the Trust Estate or
suffer, permit or inmate any other procedure whereby the hen of the real property taxes
and the hen of the personal property taxes shall be assessed, levied or charged to the
Trust Estate, or any portion of it, as a single hen
(e) If reasonably requested by Beneficiary, Tmstor shall cause to be
furnished to Beneficiary a tax reporting service covering the Property and the
Improvements of the type, duration and with a company reasonably satisfactory to
Beneficiary
(f) If, by the laws of the United States of America, or of the State of
California or any political subdivision thereof having jurisdiction over Trustor,
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Mt No 5 Deed of Dust 041706Beneficiary or the Trust Estate or any portion thereof, any tax, assessment or other
payment is due or becomes due in respect of the issuance of the Promissory Note or the
recording of this Deed of Trust, Trustor covenants and agrees to pay each such tax,
assessment or other payment in the manner required by any such law Truster further
covenants to defend and hold harmless and agrees to indemnify Beneficiary, its
successors or assigns, against any liability incurred by reason of the imposition of any
tax, assessment or other payment on the issuance of the Promissory Note or the recording
of this Deed of Trust
1 9 Utilities Tmstor shall pay or shall cause to be paid when due all utility
charges which are incurred by Trustor for the benefit of the Property or the Inwrevements
and all other assessments or charges of a swill& nature, whether or not such charges are
or may become hens thereon
110 Actions Affecting Trust Estate Trustor shall promptly give Beneficiary
written notice of and shall appear m and contest any action or proceeding purporting to
affect any portion of the Trust Estate or the security hereof or the rights or powers of
Beneficiary or Trustee, and shall pay all costs and expenses, including the cost of
evidence of title and reasonable attorneys' fees, in any such action or proceeding m
which Beneficiary or Trustee may appear
111 Actions By Trustee or Beneficiary to Preserve Trust Estate If Trustor
fails to make any payment or to do any act as and in the manner provided in any of the
Agency Loan Documents, Beneficiary and/or Trustee, each in its own discretion, without
obligation to to do, without releasing Trustor from any obligation, and without notice to
or demand upon Trustor, may make or do the same in such manner and to such extent as
either may deem necessary to protect the security hereof In connection therewith
(without limiting their general powers, whether conferred herein, in any other Agency
Loan Documents or by law), Beneficiary and Trustee shall have and are hereby given the
right, but not the obligation, (a) to enter upon and take possession of the Property and the
Improvements, (b) to make additions, alterations, repairs and improvements to the
Property and the Improvements which they or either of them may consider necessary or
proper to keep the Property or the Improvements in good condition and repair, (c) to
appear and participate in any action or proceeding affecting or which may affect the
security hereof or the rights or powers of Beneficiary or Trustee, (d) to pay, purchase,
contest or compromise any encumbrance, claim, charge, hen or debt which in the
judgment of either may affect or appears to affect the secunty of this Deed of Trust or be
prior or superior hereto, and (e) in exercising such powers, to pay necessary expenses,
including reasonable attorneys' fees and costs or other necessary or desirable consultants
Trustor shall, immediately upon demand therefor by Beneficiary and Trustee or either of
them, pay to Beneficiary and Trustee an amount equal to all respective costs and
expenses incurred by such party in connection with the exercise of the foregoing rights,
including, without limitation, costs of evidence of title, court costs, appraisals, surveys
and receiver's, reasonable trustee's and attorneys' fees, together with mterest thereon
from the date of such expenditures at the Default Rate
112 Survival of Warranties All representations, warranties and covenants of
Truster contained in the Agency Loan Documents or incorporated by reference therein,
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Au No 5 Deed of Trust 041706
icshall survive the execution and delivery of this Deed of Trust and shall remain continuing
obligations, warranties and representations of Trustor so long as any portion of the
obligations secured by this Deed of Trust remains outstanding
113 Eminent Domain
(a) Subject to the provisions of any senior hens, in the event that any
proceeding or action be commenced for the taking of the Trust Estate, or any part thereof
or interest therein, for public or quasi-public use under the power of eminent domain,
condemnation or otherwise, or if the same be taken or damaged by reason of any public
improvement or condemnation proceeding, or in any other manner, or should Trustor
receive any notice or other information regarding such proceeding, action, taking or
damage, Trustor shall give prompt written notice thereof to Beneficiary Beneficiary
shall also be entitled to reasonably approve any compromise or settlement In connection
with such taking or damage All compensation, awards, damages, rights Of action and
proceeds awarded to Trustor by reason of any such taking or damage (the VegikingatiM
agouti." are hereby assigned to Beneficiary and Trustor agrees to executesuch fiuther
of the Condemnation Proceeds as Beneficiary or Trustee may require. After
deducting therefrom all costs and expenses (regardless of the particular nature thereof and
whether incurred with or without suit), mcluding reasonable attorneys' fees, mcurreti by
it in connection with any such action or proceeding, subject to any applicable terms of the
Agreement, Beneficiary shall apply all such Condemnation Proceeds to the restoration of
the Improvements, provided that (i) the taking or damage will not, in Beneficiary's
reasonable judgment, materially and adversely affect the contemplated use and operation
of Property and the Improvements, and (u) all applicable conditions set forth in the
Agreement are met If all of the above conditions are met, Beneficiary shall disburse the
Condemnation Proceeds only as repairs or replacements are effected and continuing
expenses become due and payable
(b) If any one or more of such conditions is not met, subject to the
provisions of any semor hens, Beneficiary shall apply all of the Condemnation Proceeds,
after deductions as herein provided, to the repayment of the outstanding balance of the
Promissory Note, together with all accrued interest thereon, notwithstanding that the
outstanding balance may not be due and payable, and Beneficiary shall have no further
obligation to make disbursements pursuant to the Agreement or the other Agency Loan
Documents If the Condemnation Proceeds are not sufficient to repay the PromissOry
Note in full, Tmstor shall have no obligation to pay any remaining balance Application
or release of the Condemnation Proceeds as provided herein shall not cure or waive any
Event of Default or notice of default hereunder or under any other Agency Loan or
invalidate any act done pursuant to such notice
114 Additional Security No other security now existing, or hereafter taken, to
secure the obligations secured hereby shall be impaired or affected by the execution of
this Deed of Trust and all additional security shall be taken, considered and held as
cumulative The taking of additional security, execution of partial releases of the
security, or any extension of the time of payment of the indebtedness shall not diminish
the force, effect or hen of this Deed of Trust and shall not affect or impair the liability of
any Borrower, surety or endorser for the payment of the indebtedness In the event
_ 0 —
Att No 5 Deed of Trust 041706Beneficiary at any time holds additional security for any of the obligations secured
hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option
either before, concurrently, or after a sale is made hereunder
115 Successors and Assizia This Deed of Trust applies to, inures to the
benefit of and binds all parties hereto, their heirs, legatees, devisees, administrators,
executors, successors and assigns The term "Beneficiary" means the owner and holder
of the Promissory Note, whether or not named as Beneficiary herein In exercising any
rights hereunder or taking any actions provided for herein, Beneficiary may act through
its employees, agents or independent contractors authorized by Beneficiary
116 ,Inspections Beneficiary, or its agents, representatives or employees, are
authorized to enter upon or in any part of the Property and the Improvements at any
reasonable time following reasonable written notice thereof for the purpose of inspecting
the same and fOr the purpose of performing any of the acts it is authorized to perform
hereunder or under the terms of any of the Agency Loan Documents Without limiting
the generality of the foregoing, Trustor agrees that Beneficiary will have the same right,
power and authority to enter and inspect the Property and the Improvements as is granted
to a secured lender under Section 2929 5 of the California Civil Code, and that
Beneficiary will have the right to appoint a receiver to enforce this right to enter and
inspect the Property and the Improvements to the extent such authority is provided under
California law, including the authority given to a secured lender under Section 564(c) of
the Code of Civil Procedure
117 Liens Trustor shall pay and promptly discharge, at Trustor's cost and
expense, all hens, encumbrances and charges upon the Trust Estate, or any part thereof or
interest therein, subject to Trustor's right to contest in good faith any such hens,
encumbrances and charges The Trustor shall remove or have removed any levy or
attachment made on any of the Property or any part thereof, or assure the satisfaction
thereof within a reasonable time Despite the foregoing, Trustor shall not be required to
prepay any consensual hen or encumbrance against the Trust Estate which has been
consented to in writing by Beneficiary If Trustor shall fail to remove and discharge any
such lien, encumbrance or charge, then, in addition to any other right or remedy of
Beneficiary, Beneficiary may but shall not be obligated to, discharge the same, either by
paying the amount claimed to be due, or by procuring the discharge of such hen,
encumbrance or charge by depositing in a court a bond or the amount claimed or
otherwise giving security for such claim, or by procuring such discharge in such manner
as is or may be prescribed by law Trustor shall, immediately upon demand therefor by
Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by
Beneficiary m connection with the exercise by Beneficiary of the foregoing right to
discharge any such hen, encumbrance or charge, together with interest thereon from the
date of such expenditure at the Default Rate
118 Trustee's Powers At any time, or from time to time, without liability
therefor and without notice, upon written request of Beneficiary and presentation of this
Deed of Trust and the Promissory Note secured hereby for endorsement, and without
affecting the personal liability of any person for payment of the indebtedness secured
hereby or the effect of this Deed of Trust upon the remainder of the Trust Estate, Trustee
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Att No 5 Deed of Trust 041706
7may (a) reconvey any part of the Trust Estate, (b) consent in writing to the making of any
map or plat thereof, (c) join in granting any easement thereon, or (d) join in any extension
agreement or any agreement subordinating the hen or charge hereof
119 Beneficiary's Powers Without affecting the habtlity of any other person
liable for the payment of any obligation herein mentioned, and without affecting the hen
or charge of this Deed of Trust upon any portion of the Trust Estate not then or
theretofore released as security for the full amount of all unpaid obligations, Beneficiary
may, from time to time and without notice (a) release any person so liable, (b) extend the
maturity or alter any of the terms of any such obligation, (c) grant other indulgences,
(d) release or reconvey, or cause to be released or reconveyexl at any time at Beneficiary's
option any parcel, portion or all of the Trust Estate, (e) take or release any other or
additional security for any obligation herein mentioned, or (f) make compositions or
other arrangements with debtors in relation thereto
1 20 Indemnity In addition to any other mdemmties to Beneficiary specifically
provided for in this Deed of Trust and/or in the Agreement, Tmstor hereby indemnifies,
and shall defend and save harmless, Beneficiary and its authorized representativel from
and against any and all losses, habihties, suits, obligations, fines, damages, penalties,
claims, costs, charges and expenses, including, without limitation, architects', dowers'
and reasonable attorneys' fees and all disbursements which may be imposed upon,
incurred by or asserted against Beneficiary and its authorized representative by rens& of
(a) the construction of any improvements on the Property, (b) any capital improvements,
other work or things done in, on or about the Property or any part thereof, (c) any use,
nonuse, misuse, possession, occupation, alteration, operation, maintenance or
management of any portion of the Trust Estate or any part thereof or any street, drive,
sidewalk, curb, passageway or space comprising a part thereof or adjacent thereto,
(d) any negligence or willful act or omission on the part of Trustor and its agents,
contractors, servants, employees, licensees or mvitees, (e) any accident, injury (mcludmg
death) or damage to any person or property occurring in, on or about the Property or any
part thereof, (f) any lien or claim which may be alleged to have arisen on, against, or with
respect to any portion of the Trust Estate under the laws of the local or state government
or any other governmental or quasi-governmental authority or any liability asserted
against Beneficiary with respect thereto, (g) any tax attributable to the execution,
delivery, filing or recording of this Deed of Trust, the Promissory Note or the Agreement,
(h) any contest due to Trustor's actions or failure to act, permitted pursuant to the
provisions of this Deed of Trust, (i) any Event of Default under the Promissory Note, the
Declaration of Conditions, Covenants and Restrictions, this Deed of Trust or the
Agreement, or (t) any claim by or liability to any contractor or subcontractor performing
work or any party supplying materials in connection with the Property or the
Improvements, except to the extent caused by the Beneficiary's negligence or willful
misconduct
ARTICLE 2
ASSIGNMENT OF RENTS, ISSUES AND PROFITS
2 1 Assignment Trustor hereby irrevocably, absolutely, presently and
unconditionally assigns and transfers to Beneficiary all the Rents of or from any portion
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Att No 5 Deed of Trust 041706
?
— ALA,of the Trust Estate, and hereby gives to and confers upon Beneficiary the nght, power
and authority to collect such Rents Trustor irrevocably appoints Beneficiary its true and
lawful attorney-in-fact, at the option of Beneficiary at any time and from time to time, to
demand, receive and enforce payment, to give receipts, releases and satisfactions, and to
sue, in the name of Tiustor, Trustee or Beneficiary, for all such Rents, and apply the same
to the indebtedness secured hereby, provided,however, that so long as an Event of
Default shalrnot have occurred hereunder and be continuing, Trustor shall have the nght
to collect such Rents Upon the request of Beneficiary, Tnistor shall execute and deliver
to Beneficiary, in recordable form, a specific assignment of any leases now or hereafter
affecting the Trust Estate or any portion thereof to evidence further the assignment
hereby made The Assignment of Rents m this Article 2 is intended to be an absolute
assignment from Trustor to Beneficiary and not merely an assignment for security only
2 2 Election of Remedies Subject to Trustor's right to collect the Rents
pursuant to Section 2 1, Beneficiary may, either in person, by agent or by a receiver
appointed by a court, enter upon and take possession of all or any portion of the Property
and the Improvements, enforce all Leases, in its own name sue for or collect all Rents,
including those past due and unpaid, and apply the same to the costs and expenses of
operation and collection, including, without limitation, reasonable attorneys' fees, and to
any indebtedness then secured hereby, in such order as Beneficiary may determine The
collection of such Rents, or the entering upon and taking possession of the Property or the
Improvements, or the application thereof as provided above, shall not cure or waive any
Event of Default or notice of default hereunder or under any of the Agency Loan
Documents or invalidate any act done in response to such Event of Default or pursuant to
such notice of default
ARTICLE 3
REMEDIES UPON DEFAULT
3 1 Events ofDefault For all purposes hereof, the term "Event of Default"
means (a) at Beneficiary's option, the failure of Trustor to pay any amount due hereunder
or under the Promissory Note within five (5) days of the date the same is due and
payable, whether by acceleration or otherwise, (b) the failure of Trustor to perform any
non-monetary obligation hereunder, or the failure to be true in any material respect when
made of any representation or warranty of Trustor contained herein, and the continuance
of such failure for thirty (30) days after notice, or within any longer grace period, if any
allowed in the Agreement or the Promissory Note for such failure, or (c) the existence of
any other Event of Default under any of the Agency Loan Documents or under any other
agreement secured by an interest in the Property
32 Acceleration Unon Default, Additional Remedies Upon the occurrence of
an Event of Default, Beneficiary may, at its option, declare all indebtedness secured
hereby to be immediately due and payable upon notice and demand Thereafter
Beneficiary may
(a) Either in person or by agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court and without regard to the adequacy of
its security, enter upon and take possession of the Property and the Improvements, or any
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Att No 5 Deed of Trust 041706part thereof, in its own name or in the name of Trustee, and do any acts which it deems
necessary or desirable to preserve the value, marketability or rentabihty of any portion of
the Trust Estate, including, without limitation (i) taking possession of Trustor' s books
and records with respect to the Property and Improvements, (n) completing the
construction of the Improvements, (iu) maintaining or repairing the Improvements or any
other portion of the Trust Estate, (iv) increasing the income from the Trust Estate, with or
without taking possession of the Property or the Improvements, (v) entenng into,
modifying, or enforcing Leases, (vi) suing for or otherwise collecting the Rents or other
amounts owing to Trustor, including those past due and unpaid, and (vii) applying the
same, less costs and expenses of operation and collection including, without limitation,
attorneys' fees, upon any indebtedness secured hereby, all in such order as Beneficiary
may determine The entering upon and taking possession of the Property or the
Improvements, the collection of such Rents and the application thereof as provided
above, shall not cure or waive any Event of Default under the Agency Loan Documents
or this Deed of Trust or notice of default hereunder,
(b) Commence an action to foreclose this Deed of Trust as a mortgage,
appoint a receiver, or specifically enforce any of the covenants hereof,
(c) Deliver to Trustee a written declaration of default and demand for
sale and a written notice of default and election to cause Trustor's interest in the Trust
Estate to be sold, which notice Trustee or Beneficiary shall cause to be duly filed of
record in the Official Records of the county in which the Property is located, or
(d) Exercise all other rights and remedies provided herein, in any of
the Agency Loan Documents or other documents now or hereafter securing all or any
portion of the obligations secured hereby, or by law
3 3 Foreclosure by Power of Sale Should Beneficiary elect to foreclose by
exercise of the power of sale herein contained, Beneficiary shall notify Trustee and shall
deposit with Trustee this Deed of Trust and the Promissory Note and such receipts and
evidence of expenditures made and secured hereby as Trustee may require
(a) Beneficiary or Trustee shall give such notice of default and
election to sell as is then required by applicable law Trustee shall, without demand on
Trustor, after lapse of such time as may then be required by law and after recordation of
such nonce of default and after notice of sale having been given as required by law, sell
the Trust Estate at the time and place of sale fixed by it in the notice of sale, either as a
whole, or in separate lots or parcels or items as Beneficiary shall deem expedient and in
such order as it may determine, at public auction to the highest bidder for cash in lawful
money of the United States payable at the tune of sale Trustee shall deliver to such
purchaser or purchasers thereof a trustee's deed conveying the property so sold, which
shall not contain any covenant or warranty, express or implied The recitals in such deed
of any matters or facts shall be conclusive proof of the truthfulness thereof Any person,
including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale
and Beneficiary shall be entitled to pay the purchase price by crediting the purchase price
of the property against the obligations secured hereby Trustor hereby covenants to
warrant and defend the title of such purchaser or purchasers
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Att No 5 Deed of Trust 041706
2--Art No 5 Deed of Trust 041706
(b) After deducting all costs, fees and expenses of Trustee and of this
Deed of Trust, mcluding costs of evidence of title m connection with sale, Trustee shall
apply the proceeds of sale in the following priority, to payment of (i) first, all sums
expended under the terms hereof not then repaid, with accrued interest at the Default
Rate, (u) second, all other sums then secured hereby, and (m) the remainder, if any, to
the person or persons legally entitled thereto
(c) Subject to Civil Code Section 2924g, Trustee may postpone sale of
all or any portion of the Trust Estate by public announcement at such time and place of
sale, and from time to time thereafter may postpone such sale by public announcement or
subsequently noticed sale, and without further notice make such sale at the time fixed by
the last postponement, or may, in its discretion, give a new notice of sale
34 Appointment of Receiver Upon the occurrence of an Event of Default
hereunder, Beneficiary, as a matter of right and without notice to Tnistor or anyone
claiming under Trustor, and without regard to the then value of the Trust Estate or the
adequacy for any secunty for the obligations then secured hereby, shall have the right to
apply to any court havmg jurisdiction to appoint a receiver or receivers of the Trust
Estate, and Trustor hereby irrevocably consents to such appomtrnent and waives notice of
any application therefor Any such receiver or receivers shall have all the usual powers
and duties of receivers in like or similar cases and all the powers and duties of
Beneficiary m case of entry as provided herein
35 Remedies Not Exclusive Trustee and Beneficiary, and each of them, shall
be entitled to enforce payment and performance of any indebtedness or obligations
secured hereby and to exercise all rights and powers under this Deed of Trust or under
any Agency Loan Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the indebtedness and obligations secured hereby may now
or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, hen,
assignment or otherwise Neither the acceptance of this Deed of Trust nor its
enforcement, whether by court action or pursuant to the power of sale or other powers
herein contained, shall prejudice or in any manner affect Trustee's or Beneficiary's right
to realize upon or enforce any other security now or hereafter held by Trustee or
Beneficiary it being agreed that Trustee and Beneficiary and each of them, shall be
entitled to enforce this Deed of Trust and any other security now or hereafter held by
Beneficiary or Trustee in such order and manner as they or either of them may in their
absolute discretion determine No remedy herein conferred upon or reserved to Trustee
or Beneficiary is intended to be exclusive of any other remedy herein or by law provided
or permitted, but each shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute Every
power or remedy given by any of the Agency Loan Documents to Trustee or Beneficiary
or to which either of them may be otherwise entitled, may be exercised, concurrently or
independently, from time to tune and as often as may be deemed expedient by Trustee or
Beneficiary and either of them may pursue inconsistent remedies
3 6 Reouest for Notice Trustor hereby requests a copy of any nonce of
default and that any notice of sale hereunder be mailed to it at the address set forth in
Section 43 of this Deed of Trust3 7 Forbearance by Lender Not a Waiver Any forbearance by Beneficiary m
exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall
not be a waiver of or preclude the exercise of any right or remedy The acceptance by
Beneficiary of payment of any sum secured by this Deed of Trust after the due date of
such payment shall not be a waiver of Beneficiary's right either to require prompt
payment when due of all other sums so secured or to declare an Event of Default for
failure to make prompt payment The procurement of insurance or this payment of taxes
or other hens or charges by Beneficiary shall not be a waiver of Beneficiary's right to
accelerate the maturity of the indebtedness secured by this Deed of Trust nor shall
Beneficiary's receipt of any awards, proceeds or damages under this Deed of Trust
operate to cure or waive any Event of Default with respect to any payment secured by
this Deed of Trust
ARTICLE 4
MISCELLANEOUS
4 1 Affigginznq This instrument cannot be waived, changed, discharged or
terminated orally, but only by an instrument in wntmg signed by the party against whom
enforcement of any waiver, change, discharge or termination is sought
42 Trustor Waiver of Rights Tiustor waives to the extent pemutteci by law,
(a) the benefit of all laws now existing or that may hereafter be enacted providing for any
appraisernent before sale of any portion of the Trust Estate, (b) all rights of redemption,
valuation, appraisement, stay of execution, notice of election to mature or declare due the
whole of the secured indebtedness and marshalling in the event of foreclosure of the hens
hereby created, (c) all rights and remedies which Trnstor may have or be able to assert by
reason of the laws of the State of California pertaining to the rights and remedies of
sureties, (d) the right to assert any statute of limitations as a bar to the enforcement of the
hen of this Deed of Trust or to any action brought to enforce the Agreement or any other
obligation secured by this Deed of Trust, and (e) any rights, legal or equitable, to require
marshalling of assets or to require upon foreclosure sales in a particular order, including
any rights under Civil Code Sections 2899 and 3433 Beneficiary shall have the right to
determine the order in which any or all of the Trust Estate shall be subjected to the
remedies provided herein Beneficiary shall have the right to determine the order in
which any or all portions of the mdebtedness secured hereby are satisfied from the
proceeds realized upon the exercise of the remedies provided herein Nothing contained
herein shall be deemed to be a waiver of Trustor's rights under Section 2924c of the Civil
Code
43 Notices Any approval, disapproval, demand, document or other notice
("Notice") required or permitted under this Deed of Trust must be in writing and may be
given by any commercially acceptable means to the party to whom the Notice is directed
at the address of the party as set forth below, or at any other address as that party may
later designate by Notice
- 16 —
Att No 5 Deed of Trust 041706
/ 2 2-Borrower West Culver Lofts, LLC
cio Urban Equity Partners, LLC
203 Argonne Avenue, B-145
Long Beach, CA 90803
Attn Robert C Little, Jr
To Agency Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, CA 90232-0507
Attn Susan Evans, Assistant Executive Director
Copy to Leibold, McClendon & Mann, P C
23422 Mill Creek Drive, Suite 105
Laguna Hills, CA 92653
Attn Barbara Zeid Letold, Esq
Any Notice shall be deemed received immediately if delivered by hand and shall
be deemed received on the third day from the date it is postmarked if delivered by
registered or certified mail
44 Acceptance by Trustee Trustee accepts this Trust when this Deed of
Trust, duly executed and acknowledged, is made a public record as provided by law
45 Captions The captions or headings at the beginning of each Section
hereof are for the convenience of the parties and are not a part of this Deed of Trust
46 Invalidity of Certain Provisions Every provision of this Deed of Trust is
intended to be severable In the event any term or provision hereof is declared to be
illegal, invalid or unenforceable for any reason whatsoever by a court of competent
jurisdiction, such illegality or invalidity shall not affect the balance of the terms and
provisions hereof, which terms and provisions shall remain binding and enforceable
47 Subrogation To the extent that proceeds of the Promissory Note are used
to pay any outstanding hen, charge or prior encumbrance against the Trust Estate, such
proceeds have been or will be advanced by Beneficiary at Trustor's request and
Beneficiary shall be subrogated to any and all rights and hens held by any owner or
holder of such outstanding hens, charges and prior encumbrances, irrespective of whether
the hens, charges or encumbrances are released
4 8 Attorneys' Fees In the event that either party hereto brings any action or
files any proceeding in connection with the enforcement of its respective rights under this
Deed of Trust or the Promissory Note, as a consequence of any breach by the other party
of its obligations thereunder, the prevailing party in such action or proceeding shall be
entitled to have its reasonable attorneys' fees and out-of-pocket expenditures paid by the
losing party The attorneys' fees so recovered shall include fees for prosecuting or
defending any appeal and shall be awarded for any supplemental proceedings until the
final judgment is satisfied in full In addition to the foregoing award of attorneys' fees,
the prevailing party in any lawsuit with respect to the Promissory Note or this Deed of
Trust shall also be entitled to its reasonable attorneys' fees incurred in any post-judgment
- 17 —
Att No 5 Deed of Trust 041706
/ 3proceedings to collect or enforce the judgment In addition to the foregoing, Trustor
agrees to pay or reimburse Beneficiary, upon demand by Beneficiary for all costs
incurred by Beneficiary in connection with enforcement of this Deed of Trust or the
Promissory Note, including without limitation, reasonable attorneys' fees and costs, if
there shall be filed by or against Trustor any proceedings under any federal or state
bankruptcy or insolvency laws, whether Beneficiary is a creditor in such proceedings or
otherwise
As used herein, the terms "attorneys' fees" or "attorneys' fees and caste means
the fees and expenses of counsel to the parties hereto (including, without limitation, m-
house c,; I sel employed by Beneficiary) which may include pnnting, duplicating and
other ex . s, air freight charges, and fees billed for law clerks, paralegals and others
not admitted to the bar but performing services under the supervision of an attorney The
terms "attorneys' fees" or "attorneys' fees and costs" shall also include, without
limitation, all such fees and expenses incurred with respect to appeals, arbitrations and
bankruptcy proceedings, and whether or not any action or proceeding is brought with
respect to the matter for which said fees and expenses were incurred
4 9 No Merger of Lease If both the lessor's and lessee's estate under any
lease or any portion thereof which now or hereafter constitutes a part of the Trust Estate
shall at any time become vested in one owner, this Deed of Trust and the hen created
hereby shall not be destroyed or terminated by application of the doctrme of merger
unless Beneficiary so elects as evidenced by recording a written declaration so stating,
and, unless and until Beneficiary so elects, Beneficiary shall continue to have and enjoy
all of the rights and privileges of Beneficiary as to the separate estates In addition, upon
the foreclosure of the hen created by this Deed of Trust on the Trust Estate pursuant to
the provisions hereof, any leases or subleases then existing and affecting all or any
portion of the Trust Estate shall not be destroyed or terminated by application of the law
of merger or as a matter of law or as a result of such foreclosure unless Beneficiary or
any purchaser at such foreclosure sale shall so elect No act by or on behalf of
Beneficiary or any such purchaser shall constitute a termination of any lease or sublease
unless Beneficiary or such purchaser shall give written notice thereof to such tenant or
subtenant
4 10 Governing Law This Deed of Trust shall be governed by and construed
in accordance with the laws of the State of California
4 11 Joint and Several Obligations Should this Deed of Trust be signed by
more than one party, all obligations herem contained shall be deemed to be the joint and
several obligations of each party executing this Deed of Trust Any mamed person
sigiung this Deed of Trust agrees that recourse may be had against community assets and
against his or her separate property for the satisfaction of all obligations contained herein
4 12 Interpretation In this Deed of Trust the singular shall include the plural
and the masculine shall include the feminine and neuter and vice versa, if the context so
requires
4 13 Completion of Construction This Deed of Trust is a construction deed of
trust within the meaning of Commercial Code Section 9313 For purposes of subdivision
-18-
Au No 5 Deed of Trust 041706
2 L((6) of that statute, "completion of construction" shall not be deemed to occur pnor to
substantial completion of all work, and installation or incorporation into the
Improvements of substantially all matenals, for which sums secured hereby are disbursed
by Beneficiary
414 Reconve,yance by Trustee Upon written request of Beneficiary stating
that all sums secured hereby have been paid and all obligations under the Declaration of
Conditions, Covenants and Restnctions have been satisfied, and upon surrender of this
Deed of Trust and the Promissory Note to Trustee for cancellation and retention and upon
payment by Trustor of Trustee's fees, Trustee shall promptly reconvey to Trustor, or to
the person or persons legally entitled thereto, without warranty, any portion of the Trust
Estate then held hereunder Notwithstanding the foregoing, provided no Event of Default
is ongoing, individual Umts shall be reconveyed from the hen of this Deed of Trust upon
payment by Trustor of the Unit Sale Note Payment for the particular Unit in accoribnce
with the Promissory Note, and recordation of the appropriate Declaration executOby the
buyer of the Unit and satisfaction of the other conditions set forth in Section , &X Of the
Agreement. The recitals in such reconvermce of any matters or facts shall be conalusive
proof of the truthfulness thereof The grantee in any reconveyance may be dempiibed as
"the petton or persons legally entitled thereto" Such grantee shall pay Trustee a
reasonable fee and Trustee's costs incurred in so reconveymg the Trust Estate.
4 15 Counterparts This doctnnent may be executed and acknowledged in
counterparts, all of winch executed and acknowledged counterparts Oa together
constant , * a smgle document. Signature and acknowledgment pages May be detached
from the counterparts and attached to a single copy of this document to physically form
one document, which may be recorded
4 16 Nonforeign Entity Section 1445 of the Internal Revenue Code of 1986, as
amended (the "Code") and Sections 18805, 18815 and 26131, as applicable, of the
Revenue and Taxation Code ("RTC") provide that a transferee of a U S real property
Interest must withhold tax, in the case of the Code, if the transferor is a foreign person, or
if, in the case of the CRTC, the transferor is not a California resident To inform
Beneficiary that the withholding of tax will not be required in the event of the disposition
of the Property or the Improvements, or any portion thereof or interest therein, pursuant
to the terms of this Deed of Trust, Trustor hereby certifies, under penalty of perjury, that
(a)Trustor is not a foreign corporation, foreign partnership, foreign trust or foreign estate,
as those terms are defined in the Code and the regulations promulgated thereunder, and
(b) Trustor's U S employer identification number is 14-1947745, and (c) Trustor's
principal place of business is 203 Argonne Avenue, B-145, Long Beach, California
90803 It is understood that Beneficiary may disclose the contents of this certification to
the Internal Revenue Service and the California Franchise Tax Board, and that any false
statement contained herein could be pumshed by fine, imprisonment or both Motor
covenants and agrees to execute such further certificates, which shall be signed under
penalty of perjury, as Beneficiary shall reasonably require The covenant set forth herein
shall survive the foreclosure of the hen of this Deed of Trust or acceptance of a deed in
lieu thereof
Att No 5 Deed of Trust 041706
- 19 — 2.3--
Akk.,4 17 Substitute Trustee Beneficiary at any time and from time to time, by
-instrument in wilting, may substitute and appomt a successor Trustee (either corporate or
individual) to any Trustee named herem or previously substituted hereunder which
instrument when executed, acknowledged, and recorded in the Official Records of the
Office of the Recorder of the county or counties where the Property is located shall be
conclusive proof of the proper substitution and appomtment of each successor trustee or
trustees, who shall then have all the title, powers, duties and nghts of the predecessor
Trustee, without the necessity of any conveyance from such predecessor Trustee shall
not be obligated to notify any party hereto of pending sale under any other Dead of Trust,
or, unless brought by Trustee, or any action or proceeding in which Trustor, Beneficiary
or Trustee shall be a party
4.18 Fixture Filmg This Deed of Trust constitutes a financing statement filed
as a fixture filing in the Official Records of the County Recorder m the county m which
the Progeny is located with respect to any and all fixtures mcluded within the term "Trust
&to" as used herein and with respect to any goods or other personal property that may
now be Or hereafter become such fixtures
419 Acknowledgement TRUSTOR ACKNOWLEDGES RECEIPT OF A
TRUE COPY OF THIS DEED OF TRUST WITHOUT CHARGE
TRUSTOR PLEASE NOTE UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, CALIFORNIA PROCEDURE PERMITS TRUSTEE TO SELL THE
TRUST ESTATE AT A SALE HELD WITHOUT SUPERVISION BY ANY COURT
AFTER EXPIRATION OF A PERIOD PRESCRIBED BY LAW UNLESS YOU
PROVIDE, AN ADDRESS FOR THE GIVING OF NOTICE, YOU MAY NOT BE
ENTITLED TO NOTICE OF THE COMMENCEMENT OF ANY SALE
PROCEEDINGS BY EXECUTION OF THIS DEED OF TRUST, YOU CONSENT TO
SUCH PROCEDURE BENEFICIARY URGES YOU TO GIVE PROMPT NOTICE
OF ANY CHANGE IN YOUR ADDRESS SO THAT YOU MAY RECEIVE
PROMPTLY ANY NOTICE GIVEN PURSUANT TO THIS DEED OF TRUST
4 20 Request For Notice Pursuant to Government Code Section 27321 4(b)
Trustor hereby requests that a copy of any notice of default or notice of sale given under
this Deed of Trust be mailed to Trustor at the address for Trustor set forth herein
421 Subordination This Deed of Trust and the provisions contained herein
shall be subordinate to the Declaration of Conditions, Covenants and Restrictions and to
the hen of any Construction Loan as provided in the Agreement
[Signature On Next Page]
-20-
Att No 5 Deed of Trust 041706
n-n4IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the
day and year first above written
TRUSTOR
WEST CULVER LOFTS, LLC, a Delaware
limited liability company
By URBAN EQUITY PROPERTIES,
LLC, an Ohio limited liability company,
its Managing Member
By URBAN EQUITY PARTNERS,
LLC, a California limited liability
company, its Manager and sole
Member
By
Name Robert C Little, Jr
Title Member
AU N0 S Deed of Trust 041706
- 21 — ) 02_ 7
tEXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
PARCEL A-1287,3 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of Califonna,
described as follows
LOTS 55, % AND 57 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDED OF SAID COUNTY
plutcrao.00.,3 W. WASHINGTON
Real property In the City of Culver City, County of Los Angeles, State of California,
described as follows
LOT 58 AND 59 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDP IN ROOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236.021-008
ptutc*-m1 w WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
LOTS 60 AND 61 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 37, PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY
APN 4236-021-009
PARmp-2o3 W. wAstuNGToN
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
LOTS 62 AND 63 OF TRACT 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-010
-22- sv
AU N0 5 Deed of Trust 041706STATE OF CALIFORNIA
) s s
COUNTY OF On before me a Notary Pubhc in and
for said County and State, personally appeared , personally known to me
(or 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
S4
me in Qusiberitheir) authonzed capacit(-y/es), 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
WITNESS my hand and official seal
Signature of Notary Public
[SEAL]
-23—
Mt No 5 Deed of Trust 041706STATE OF CALIFORNIA
) ss
COUNTY OF On before me, a Notary Pubhc in and
for said County and State, personally appeared , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) (is/are)
subscribed to the withm instrument, and acknowledged to me that (he/she/they) execOted the
same in (his/her/they) audionzed capacit(-y/-ies), and that by (lus/her/their) signatftre(s)on the
instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the
instrument
WITNESS my hand and official seal
Signature of Notary Pubhc
[SEAL]
Ali, No 5 Deed of Trust 041706
-24—
13'ATTACHMENT NO 6
SCHEDULE OF PERFORMANCE
[See Attached]
West Culver Lolls DDA 041706
3 I
let 4,104,1tSCHEDULE OF PERFORMANCE|109| Entitlements
Developer shall obtain all necessary
entitlements to construct the Project,
mcludmg a site plan, tentative tract
map and any other items determined
to be necessary by the City|109| City Council/Agency Consideration
of DDA
City and Agency hold joint public
hearing to consider DDA
3 Execution of Agreement By
Agency
4 Qinng of Escrow for Transfer of
Property per Section 302 1 of DDA|109| Agency Deposits into Escrow the
Grant Deed
6 Developer Deposits into Escrow the
Developer Down Payment per
Section 301 2 of DDA|109| Parties Order Title Report for
Property|109| Parties Approve Title Report for
Eq.2gAy
9 Developer submits design
development and building permit
drawings to Agency per DDA
Section 402 1
Prior to execution by Developer of DDA
May 2006
Within 15 days after approval by City
and Agency at noticed public hearing
Not later than 30 days after the Effective
Date
Within 15 days of the opemng of escrow
Within 15 days of the opening of escrow
Within 15 days of the opening of escrow,
and in no event later than the date set
forth in Section 306 of the DDA
Within 15 days of the receipt of the Title
Report (as such time frame may be
extended in accordance with Section 306)
and at least 15 days prior to the close of
escrow
Not later than 60 days from the Effective
Date
ATTACHMENT NO 6
Etra:1.,Withm 10 business days of submittal by
Developer
JO Agency Approval of design
development and building permit
drawings per DDA Section 402 2
11 Submission of Evidence of
Financing
Developer shall submit a draft
Construction Loan, construction
budget, Construction Contract and
other financial information to
Agency as required by Section 314
of the DDA
12 Approval of Evidence of Financing
The Assistant Executive Director
shall approve, conditionally approve
or disapprove the Evidence of
Fmancmg as required by Section
314 of the DDA
13 Developer's request for revisions, if
any, per DDA Section 402 4
14 City approvals Developer shall
have obtained all City approvals,
entitlements and permits required
for the development of the Site,
including, without limitation, the
completion of plan check by City
Building and Safety Division and
the issuance of building permits
15 Close of Escrow for Transfer of
Property Title to Property is
conveyed to Developer
16 Commence Construction
Developer shall commence the
construction of the Project
17 Completion of Construction
Developer shall complete
construction of the Project,
Not later than 60 days from the Effective
Date
Within 10 business days of submittal by
Developer
Prior to issuance of a building permit by
City to construct proposed project
Not later than 90 days from the Effective
Date
Ninety days after the opening of escrow
and upon satisfaction of Agency's
Conditions Precedent to Conveyance per
Section 303 1 of DDA and Developer's
Conditions Precedent to Closmg per
Section 303 2 of DDA, but in no event
later than the Outside Closing Date
Within 15 days of the close of escrow,
but not later than 12 months from the
Effective Date
Within 18 months from the
commencement of construction, but in
any event not later than December 31,
Att No 6 Schedule of Performance 041706 - 2 —
33mcludmg, without limitation, the
Improvements
18 Final Inspection
Agency shall conduct a final
inspection of the Project
19 Rglease of Construction Covenants
Agency shall issue a Release of
Construction Covenants
20 Release for Silo of First Phase
Developer shall release for sale the 6
units constituting the first phase
21 Close of Escrow for Sale of Units
by Devekver
22 Release for Sale of Second Phase
Developer shall release for sale the 6
units constituting this phase
23 Release for Sale of Third Phase
Developer shall release for sale the 6
units constituting this phase
24 Release for Sale of Fourth Phase
Developer shall release for sale the 6
units constituting this phase
2008
Within 10 days of wntten notice of
completion by Developer
Upon satisfactory completion of the
Project in accordance with the
Agreement and conditions set forth in
Section 415 of the DDA, within 10
busmess days of receipt wntten request
from Developer (as such date May be
extended under the terms of Section 415
of the DDA)
Within 18 months from the
commencement of construction, but in
any event not later than December 31,
2008
Upon satisfaction of the conditions
precedent to the sale of the units pqr
Section 604 of the DDA, and as soon as
possible after Developer receipt of a
Certificate of Occupancy and Release of
Construction Covenants
Not later than 30 days after the execution
of a sale contract for the last unit m the
previous phase
Not later than 30 days after the execution
of a sale contract for the last unit in the
previous phase
Not later than days after the execution of
a sale contract for the last unit m the
previous phase
Att No 6 Schedule of Performance 041706ATTACHMENT NO 7
SCOPE OF DEVELOPMENT
[See Attached]ATTACHMENT NO 7
WEST CULVER LOFTS — LIVE/WORK & RESIDENTIAL PROJECT
SCOPE OF DEVELOPMENT
I INTRODUCTION
The West Culver Lofts project is consistent with the General Plan General Corridor
land-use designation and meets the development standards of the project overlay zone
and mixed-use (Municipal Code Chapter 17 400 065) and live/work standards
(Municipal Code Chapter 17 400 060) The proposed project is m the best interest of
the public health, safety and general welfare
The project site is located on the North side of Washington Blvd and is bound by
Meier Street to the east, Moore Street to the west and a public alley to the Not* The
site is approximately 24,043 gross square feet
LEGAL DESCRIPTION
Street Addresses
12803 W Washington Blvd,
12813 W Washington Blvd
Culver City, Ca 90066
12811 W Washington Blvd,
12823 W Washington Blvd,
Tract Map (existing)
Lots 55,56,57,58,59,60,61,62,63 of Tract No 5951 in Book 77, Page 72 of Maps
Assessors Parcels
Book 4236, Page 021 and Lots 007, 008, 009, and 010
Per Los Angeles County Recorder's Office
DEFINITIONS
"Live/Work " Lave/work is defined in the Culver City Municipal Code Live/work
generally means residential and nonresidential uses coexisting within one contiguous
dwelhng unit The occupant(s) of a Lave/Woit unit both live and work within the
same premises
"Residential" Residential is where an occupant(s) lives without coexisting uses as
defined above
Au No 7 Scope of Developmean 041706
-1_ 3 6,II DESCRIPTION OF DEVELOPMENT
The West Culver Lofts is a Live-Work and residential project featunng "loft-style"
condominium dwelling units The proposed project includes a total of 24 units of
residential condominiums Of the 24 units, 12 include a ground floor suite allocated
as work-space facing Washington Blvd, these 12 units constitute the live/work units
as defined above The estimated gross building area is approximately 38,000 square
feet constructed in three levels up to 35 feet above grade Fifty-seven (57) off-street
parking spaces are located within the building's enclosed first floor parlang area
The project does not materially increase demand for city services The building will
be fully equipped with fire sprinklers, therefore reducing the demand for fire services
Demand for police services in private mixed-income projects such as this (with
secured entries and parking) is minimal and will be a significant improvement over
prior uses Municipal utilities, such as water, power, and sewage are in place prior to
the development of the building, elumnatmg the need for costly additional pnbbc
infrastructure, developer pays for hook-up and tap fees
HI DEVELOPMENT STANDARDS
A GENERAL
The residential and live-work development on the site are based upon the Live/Work
Development Standards Section 17 400 060 of the project overlay zone and mixed-
use — bye/work ordinance (17 400 065)
The Site Plan Review, SPR P-2005012, concluded that the layout of the development,
including orientation and location of the building, open space, vehicular and
pedestrian access, circulation, parking and loading facilities, building set-backs and
heights, and other improvements are consistent with the requirements of the zoning
district and applicable development and design guidelines of the district
In addition to the on-site improvements the project also includes new curb, gutter,
sidewalk, street trees, parking meters and reconstruction of the public alley and partial
side streets
B USE REGULATIONS
Per the Live/Work Development Standards (Section 17 400 060) the following
uses/occupations shall be permitted in the Live/Work units
a Accountant
b Architect
c Artist and artisan
Att No 7 Scope of Development 041706
-2-
'37d Attorney
e. Couiputer software and multimedia related professional
f Engineer
g Fashion, graphic, interior and other designer
h Insurance, real estate and travel agent
Photographer
j Psychologist/Psychiatrist
k Other similar uses/occupations as determined by the Director may be permitted
provided that the allowed uses/occupations are permitted by the underlying zone
C OCCUPANCY & EMPLOYEES
At least one of the full-time employees of the live work unit must be a full-time
resident of the Live/Work unit and shall possess a valid Business Tax Certificate
Only one residential area per Live/Work unit shall be allowed Residential units are
one residential area by deflmtion
The residential area of Live/Work units shall not be rented separately from the
working space
D BUSINESS ACTIVITY
None of the uses permitted shall be operated in an objectionable manner due to
fumes, odor, dust, smoke, gas, noise or vibrations, which are or may be detrimental to
properties and occupants in the neighborhood and/or to any other uses and occupants
on the same property
E SPECIAL & TEMPORARY EVENTS
Special and/or temporary events in live/work units shall be required to follow the
permit process for special and/or temporary events
F COVENANTS
A covenant shall be executed by the owner of each Live/Work unit, and shall include
statements that the occupant(s) understand(s) and accept(s) he/she is hvmg m a
live/work unit and must operate a busmess from said unit The covenant shall also set
forth the required use conditions as descnbed in this Section
1 The residential component shall be contiguous with and integral to the working
space with direct access between the two areas and not as a separate stand-alone
dwelling unit
2 Only one residential component per unit shall be allowed The residential
component space and the business component space shall only be used as one
-3-
Alt No 7 Scope of Development 041706
/38contiguous habitable space and, if rented, shall only be rented together as one tenant
space
3 Normal business operating hours for Live/Work residents shall be observed to
control parking demand Therefore, the parking spaces designated as Live/Work
spaces in excess of two per unit for units over 900 gsf shall be shared as Live/Work
and residential Guest spaces 24 hours a day
5 A resident in any live/work unit shall operate a business from the unit and shall
possess a Culver City Business Tax Certificate m good standing for business
activities conducted within the umt
G UNIT SIZES
The minimum square footage of a Live/Work or Residential unit shall be seven
hundred square feet (700 sq ft )
H BUILDING SETBACKS
As approved by Culver City Planning Commission in SPR 2005012
L BUILDING HEIGHTS
As approved by Culver City Planning Commission in SPR 2005012
J DENSITY
The density and intensity of a live/work project is limited by the parking, setbacks,
heights, minimum unit size, and other applicable development standards and
requirements
K OPEN SPACE
Private and Common Open Space Each unit shall have a minimum of forty eight
square feet (48 sq ft ) of common and/or private open space
Common open space areas should be a minimum of fifteen linear feet (15') in any
direction
Private open space areas should be at least thirty square feet (30 sq ft ) and five linear
feet (5') in any direction
The following amenities can be applied toward the open space requirement
a Atriums
Att No 7 Scope of Development 0417'06
-4- i37b Balconies
c Courtyards
d Decks
e Gardens
I Patios
Or similar amenities not listed above approved on a case-by-case basis
L ACCESS
Where more than one live/work unit is proposed within a single structure, each unit
shall be separated from other umts and other uses in the structure
Access to individual units shall be from common access areas, comdors, hallways,
courtyards or directly from the outside of the building
Access to each unit shall be clearly identified to provide for emergency sea-vices
All life and fire safety issues, such as stairs, comdors, and doors, shall comply with
the California Building Code regulations in effect at the time of conversion or
construction
M SIGNAGE
Signage for live/work units shall be limited to the following
Window Signs A glass door sign shall be considered a window sign
One window sign with a maximum dimension of one foot by two feet shall be
permitted
No sign permit shall be required for the one permitted window sign
Window signs shall be limited to individual letters and logos placed on the surface of
the wmdow or glass door
No window sign on the outside of the window shall extend onto or over the perimeter
window frames, mullions or building façade divisions of the window on which it is
displayed The text of the window sign shall be hunted to the business name and a
bnef message identifying the type of product or service and contact information
Projecting/hanging signs
One projectmg/hangmg sign with a maximum dimension of one foot by two feet shall
be permitted
A sign permit shall be required for one permitted projecting/hanging sign
-5-
Au No 7 Scope of Development 041706
ti 0Projecting/hanging signs shall not be internally illuminated
Projecting/hanging signs shall be displayed perpendicular to the wall to which it is
affixed
The maximum distance between the wall and the outer edge of the sign shall be three
feet (3'), or if a paved sidewalk is below, fifty percent (50%) of the width of the
sidewalk, whichever is less
The minimum vertical clearance from the bottom of the sign to grade or to the
sidewalk below, if applicable, shall be eight feet (8') unless a greater clearance is
required by the Building Official
The maximum height of the sign shall be fifteen feet (15') above grade or from the
sidewalk below, if applicable
N PERFORMANCE STANDARDS
Light and Ventilation Adequate light and ventilation shall be provided for and meet
the California Building Code regulations in effect at the time of construction
Sound Transmission Common walls and ceilings of b ye/work units shall be
constructed or upgraded using techniques to limit sound transmission as specified for
residential uses by the California Building Code for new construction or equivalent m
effect at the time of construction, and pursuant to Condition 69 of PlEunung
Commission Resolution No 2006-P005
Minimum Facilities Each Live/Work unit shall have adequate kitchen facilities
(sink, stove, and refrigerator hook-ups) and bathroom facilities (shower or bathtub,
sink, and toilet) that would be commercially acceptable for a Residential unit
Title 24 energy requirements shall be met or exceeded
0 LIVE/WORK OFF-STREET PARKING REQUIREMENTS
Table LW-1 LlvetWork Parking Requirements
Gross square feet, including loft space Parking Spaces
Up to MO gst ' 2
WO cisf to 1499 gsf 3
Greater than 1500 psi 4
lspare shared as guest parking
2 spaces shared as guest parking
P RESIDENTIAL OFF-STREET PARKING REQUIREMENTS
1 When commingled with Live/Work parking that share common points of ingress
& egress Live/Work Parking spaces in excess of two per unit for units over 900
gsf shall be designated and applicable to the residential guest parking
Art No 7 Scope of Development 041706requirement Demand for these spaces is controlled through Covenants,
Conditions and Restrictions (CC&R's) executed by Live/Work residents
2 Residential guest parking will be accessible twenty four (24 lirs) hours per day
3 Residential guest parking will be free of charge
Q COMMINGLED PARKING
The project may have a commingled parking area for residential and Live/Work uses,
subject to the following conditions
a Residential, Live/Work and Guest parking spaces shall be designated with signs
b Residential and Live/Work uses share common points of ingress & egress
c The parking layout shall be designed so that residents are not inconvenienced by
Live/Work parking demand
d Live/Work Parking spaces in excess of two per umt for units over 900 gsf shall be
designated and applicable to the residential Guest parking requirement
R ADDITIONAL PARKING REQUIRMENTS
All required parking stalls shall be at least eight feet and four inches (8'-4") wide and
eighteen feet (18') long per Culver City Parking Design and Layout Guidelines
Tandem parking may be allowed to satisfy the parking requirement for Live/Work
uses
R ADA ACCESSIBILITY
The development shall be accessible to the handicapped as required by State
regulations for new construction
TV SITE PLAN REVIEW (SPR P-2005012)
The Site Plan Review including but not limited to site plan drawings, parking plans,
colored elevations, sections, roof plan and matenal board were submitted to Culver
City Planning Commission for review and recommendation to the City Council and
Redevelopment Agency The Planning Commission approved the Site Plan Review
and staff report on February 22, 2006 subject to the Conditions of Approval and
Resolution No 2006-P005, which shall be incorporated herein by reference The
Project shall be constructed substantially in accordance with the approved Site Plan
Review (SPR P-2005012)
An No 7 Scope of Development 041106V TENTATIVE TRACT MAP (No 65473, TTM P-2005014)
The proposed Tentative Tract Map for condominium purposes that comprises 24 air
space units was submitted to Culver City Planning Commission for review and
recommendation to the City Council and Redevelopment Agency The Planning
Ccktrumssion approved the Tentative Tract Map on February 22, 2006 subject to the
Conditions of Approval and Resolution No 2006-P005 The proposed Tentative
Tract Map must be approved by the City Council and Redevelopment Agency The
Project shall be constructed substantially in accordance with the Tentative Tract Map
approved by the City Council and Redevelopment Agency
VI CEQA REVIEW
Based upon the Initial Study the Lead Agency determined and recommended to the
Planning Commission on February 22, 2006 that the project will not have a
significant adverse impact on the environment given certain mitigations and
recomniended adoption of a Mitigated Negative Declaration
VII. DEMOLITION, SITE PREPARATION AND CONSTRUCTION
The Redevelopment Agency shall demolish all structures on the Site The Agency
shall perform all demolition and containment activities in accordance with
Environmental Laws Agency shall demolish all structures on the Site, including,
without limitation, the removal of all organic debris and substandard fill
In addition, Agency shall complete all itmediation required by the Environmental
Reports In connection with the demolition of the structures on the Site, Agency shall
use reasonable care to locate and remove any of the following which may be attached
to any of the structures being demolished (i) septic tanks and cess pools, (10 grease
receptors, and (iii) sumps and similar items
All of the cost of planning, designing, developing, financing and constructing all of
the improvements in conformance with the approved drawings shall be borne by
Developer Certain obligations of this Section are outlined in the Schedule or
Performance, Attachment #6
VIII MAINTENANCE OF COMMON AREAS
Common Areas include all pedestrian walkways, perimeter walls and fences,
landscaped areas and parking facility located within the project boundary documented
by the Survey and Tentative Tract Map Such Common Areas shall be privately
owned and maintained by the Homeowners Association (HOA) created by the
Developer for the project The Covenants Conditions and Restrictions (CC&R's)
shall be provided to the City for review and approval per the Schedule or
Performance, Attachment #6
-8-
Mt No 7 Scope of Development 041706
Li3
_ .-A2e.16.4iristAlL2ai.duIX DRAWINGS
The attached drawings dated October 26, 2005 (as to the Building Section (1 page))
and December 8, 2005 (as to the Building Elevation (2 pages) and Street Level Plan
(1 page)), comprised of four (4) pages are made a part of this Scope of Development
The Project shall be constructed substantially m accordance with the attached
drawings
)
Au No 7 Scope of Development 041706
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1 'I S'ATTACHMENT NO 8
RELEASE OF CONSTRUCTION COVENANTS
[See Attached]
West Culver Lofts DDA 041706
—RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver Qty, California 90232-0507
Attn Susan Evans, Assistant Executive Director
(Space above for Recorder s Use Only)
(Exempt from Recording Fees per Govt Code Section 6103)
RELEASE OF CONSTRUCTION COVENANTS
THIS RELEASE OF CONSTRUCTION COVENANTS ("Release") is hereby
made as of this day of , 200_, by the CULVER CITY
REDEVEL9PMENT AGENCY, a public body corporate and politic (the "Agency") in
favor of WEST CULVER LOfTS, LLC, a Delaware limited liability company (the
"Developer")
RECITALS
A The Agency and the Developer entered into that certain Disposition and
Development Agreement dated for identification purposes only as of 200_ (the "Agreement")
• Pursuant to the Agreement, the Agency and the Developer entered into
that certain Declaration of Covenants, Conditions and Restrictions dated 200_ The Agreement provides for the completion of certain improvements (the
"Project") to certain real property (the "ke) situated in Culver City, California, and
more particularly described on Exhibit A attached hereto and made a part hereof by this
reference Capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Declaration of Covenants, Conditions and Restrictions
• As required in the Agreement and the Declaration of Covenants,
Conditions and Restrictions, the Agency shall furnish the Developer with a Release of
Construction Covenants upon completion of the Project, which Certificate shall be m
such form as to permit it to be recorded in the Los Angeles County Recorder's Office
• The Agency has conclusively determined that the construction of the
Project on the Site as required by the Agreement and the Declaration of Covenants,
Conditions and Restrictions has been satisfactorily completed
NOW, THEREFORE, Agency hereby certifies as follows
1 As provided in the Declaration of Covenants, Conditions and Restrictions,
the Agency does hereby certify that the construction of the Project on the Site has been
fully and satisfactorily performed and completed in accordance with the Agreement and
the Declaration of Covenants, Conditions and Restrictions2 After the recordation of this Release, any person or entity then owning or
thereafter purehasmg, or otherwise acquiring any interest m the Site will not (because of
such ownership, purchase, or acquisition) incur any obligation or liability under the
Agreement, or the Declaration of Covenants, Conditions and Restnctions, to construct the
Project, however, such party shall be bound by any and all of the covenants, conditions,
and restrictions concerning the use, maintenance and operation of the Site which survive
the recordation of tins Release|109| This Release is not a notice of completion as referred to in Section 3093 of
the California Civil Code
IN WITNESS WHEREOF, the Agency has executed this Release as of the date
set forth above
"AGENCY"
CULVER CITY REDEVELOPMENT
AGENCY, a public body, corporate and
politic
By Its ATTEST
Agency Secretary
APPROVED AS TO FORM
LEIBOLD, MCCLENDON & MANN,
PC
By
Barbara Zeid Leibold,
Special Counsel
Att. No 8 Release of Constr Covenants 041706 - 2 -
/57EXHIBIT A
LEGAL DESCRIPTION
PAIKTIL *42423 W. WASHINGTON
ftai propitt• in the City of Culver City, County of Los Angeles, State of California,
desciibed as fctilows
LOTS 55,56 AND 57 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS
PER MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDED OF SAID COUNTY
ly, WASHINGTON
Real prtliertyin the City of Culver City, County of Los Angeles, State of California,
descnbed as follows
LOT 58 AND 59 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER
MAP RDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY
APN 4±36-021-008
PARC4p W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of Cahforma,
described as follows
LOTS 60 AND 61 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 37, PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY
APN 4236-021-009
PAIWEL D-1293 W WASHINGTON
Real property m the City of Culver City, County of Los Angeles, State of California,
de,scnbed as follows
LOTS 62 AND 63 OF TRACT 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-010
Att. No 8 Release of Constr Covenants 041706
Exhibit "A"
/5- 2--State of California
) ss
County of On , before me,
(name, title of officer, e g, Jane Doe,
Notary Public") personally appeared
(name(s) of signer(s))
O personally known to me CORC
0 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 capacityhes, and that by
his/her/their signature(s) on the mstrument the person(s), or the entity upon behalf
of which person(s) acted, executed the mstrument
Witness my hand and official seal
(Signature of Notary)
Capacity clamed by signer (This section is OPTIONAL)|10 9| Individual
O Corporate Officer(s)|10 9| Partner(s)
O
General 0 Limited|10 9| Attorney-in-fact
O
Trustee(s)
Guardian/Conservator
Other
Signer is representing
(name of person(s) or entity(ies))
Attention Notary Although the information requested below is OPTIONAL, it could
prevent fraudulent attachment of this certificate to an unauthorized document
THIS CERTIFICATE Title or Type of Document
MUST BE ATTACHED
TO THE DOCUMENT Number of Pages Date of Document
DESCRIBED AT RIGHT Signer(s) Other than Named Above
Att. No 8 Release of Constr Covenants 041706State of California
) ss
County of On , before me,
(name, title of officer, e g, Jane Doe,
Notary Public") personally appeared
(name(s) of signer(s))
personally known to me CORC
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscnbed to the within instrument and acknowledged to me that
he/she/they executed the same m his/her/their authorized capacityhes, and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which person(s) acted, executed the instrument
Witness my hand and official seal
(Signature of Notary)
Capacity claimed by signer (This section is OPTIONAL.)|10 9| Individual
O Corporate Officer(s)
O
Partner(s)
O General 0 Limited
O Attorney-in-fact
O
Trustee(s)
Guardian/ConServator
O
Other
Signer is representing
(name of person(s) or entity(zes))
Attention Notary Although the information requested below is OPTIONAL, it could
prevent fraudulent attachment of this certificate to an unauthorized document
THIS CERTIFICATE Title or Type of Document
MUST BE ATTACHED
TO THE DOCUMENT Number of Pages Date of Document
DESCRIBED AT RIGHT Signer(s) Other than Jslained Above
Au. No 8 Release of Constr Covenants 041706
/CY
16,)
A 1116 13 47.ArTACHIVIENT NO 9
DECLARATION OF OF COVENANTS, CONDITIONS, AND RESTRICTIONS
(RESIDENTIAL UNITS)
[See Attached]
West Cuhrer Lofts DDA 041706
,x146,t4
1.14. 44- +I&RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, Cahfonua 90232-0507
Attn Susan Evans, Assistant Executive Director
(Space Above Por Recorder s Else Only)
(Exempt from Recording Fees Per Gov Code Secdon 6103)
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
(RESIDENTIAL UNITS)
This DECLARATION OF COVENANTS, CONDITIONS AND RESTRCITIONS
(RESIDENTIAL UNITS) ("Declarattpn") is dated as of , and is made
by and between the CULVER CITY REDEVELOPMENT AGENCY, a public body,
corporate and politic (the "Agency") and (the "Owneol As
used herein, the term "Owner" shall be deemed to include (i) the foregoing hated individual or
individuals, and (n) the successors and assigns of such individual or mdividuals, during the time
the successors and/or assigns own or hold an interest in Unit No of the real property
commonly known as , Culver City, California (the
"Emigne),
which Property is legally described in Exhibit "A" attached hereto and incorporated
herein by this reference Where Owner consists of more than one individual, the term shall be
deemed to mclude any one or more of the individuals comprising Owner The Agency and
Owner are sometimes hereinafter referred to severally as a "Party" and collectively as the
"Parties" This Declaration is made with reference to the following facts
RECITALS
A WHEREAS, prior to the execution of this Declaration, West Culver Lofts, LLC, a
Delaware limited hability company (the "Developer") has executed and entered into a certain
Disposition and Development Agreement (West Culver Lofts) (the "Agreement"), which entitles
Developer, subject to the terms and conditions thereof, to develop and sell the Property to
Owner The Agreement enables Developer to acquire, develop and sell the Property in
furtherance of the California Community Redevelopment Law, Health and Safety Code Section
33000, et seq , by providing for the improvement and development of property with construction
of a mixed use retail/commercial and residential complex Furthermore, the Agreement fosters
the Agency's implementation of the Redevelopment Plan approved and adopted by the City
Council of the City of Culver City on November 23, 1998 by Ordinance No 98-015 and
amended on January 12, 2004 (the "Redevelopment Plan")
WHEREAS, pursuant to the Agreement, the Developer has constructed or
promises to construct twenty four (24) tovvnhomekomdomimum units (collectively, the
"Proiect"), which Project shall consist of the following (i) twelve (12) townhome/comdormmum
units with street level retail/commercial space, which shall be sold, occupied and used as
Live/Work Units (collectively, the "Live/Work Uiuts") in accordance with Chapter 17 400 060
of the Culver City Municipal Code, entitled "Live/Work Development Standards", and (n)
twelve (12) residential townhomekomdommium units, which shall be sold and occupied as
ATTACHMENT NO 9
/C-Gresidential units (collectively, the "Residential Units") in accordance with Chapter 17 400 065 of
the Culver City Municipal Code entitled "Mixed Use Development Standards" The subject
Property hereof is designated as a Residential Unit
WHEREAS, the Property is subject to use restrictions as contained herein because
the purpose of the Agreement is to effectuate the California Redevelopment Law and the
restrictions on use are necessary to achieve this purpose and to maximize the housing which the
Agency can offer with its limited funds
D WHEREAS, the Agency desires to insure, for the benefit of the residents of the
City of Culver City, all future residents of the Project, and the community at large, that the
Property remains a Residential Unit for the life of the Redevelopment Plan pursuant to the terms
and conditions of this Declaration
DECLARATION AND AGREEMENT
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, the Parties hereby declare and agree as follows
ARTICLE I
GENERAL DUTIES OF OWNER
101 Property DesianalAon Owner understands and accepts that the Property bound
by this Declaration is a unit which has been designated and reserved as one (1) of twelve (12)
Residential Units within the Project Owner further understands and accepts that the Property is
located in a mixed use development and that commercial activities are permitted and required to
be engaged in the Live/Work Units in accordance with Section 17 400 060 of the Culver City
Municipal Code, entitled "Live/Work Development Standards" Notwithstanding the foregoing,
the Property shall be used solely for residential purposes
102 Property Use Restriction Owner agrees and covenants on behalf of itself and
its successors and assigns that during the term of this Declaration (as set forth in Section 6
below) the Property shall be used solely as a personal residence and shall not change character or
lose its designation as a Residential Unit by virtue of any sale, transfer, development, or any
other act which would affect the Property by Owner or any of Owner's successors or assigns
The Property shall not be used as a Live/Work Unit during the term of this Declaration
103 Covenant of Maintenance
A Maintenance by Owner Owner shall, at Owner's sole cost and expense,
maintain and repair the Property and the improvements thereon keeping the same in good
condition and making all repairs as may be required by this Declaration and the Culver
City Municipal Code (the "Code") Owner shall maintain the improvements and the
landscaping on the Property, including keeping the Property and any balcony or patio
adjacent to the Property free from an accumulation of debris or waste materials consistent
with community standards All exterior, painted surfaces of any structures located on the
Property shall be maintained at all times m a clean, safe and presentable manner
-2-
Mt No 9 CCRs for Residential Units West Culver Lofts 041706• Graffiti Removal by Owner All graffiti, and defacement of any type,
including marks, words and pictures must be removed within forty eight (48) hours from
the Property and any necessary painting or repair completed within one (1) week of
creation or within one (1) week after notice to Owner from the Agency, whichever is less
Damage and Destruction Affecting Property-Duty to Rebuild If all or
any portion of the Property and the improvements thereon is damaged or destroyed by
fire or other casualty, it shall be the duty of Owner to rebuild, repair or reconstruct the
Property in a timely manner to restore it to Code compliance condition
D Variance in Exterior Appearance and Design If the Property is
damaged or destroyed by casualty, Owner may apply to the Agency and the City of
Culver City for approval to reconstruct, rebuild or repair the Property in a manner which
will provide different exterior appearance and lot design from that which existed prior to
the date of the casualty Notwithstanding any reconstruction permitted under this
subsection, such reconstruction shall be completed so as to restore the Unit to its original
character as a Residential Unit
• Time Limitation In the event of damage or destruction due to casualty,
Owner shall be obligated to proceed with all due diligence and commence reconstruction
within two (2) months after the damage occurs and complete reconstruction within sax (6)
months after damage occurs or demolition and vacate within two (2) months, unless
prevented by causes beyond the reasonable control of Owner
• Structural Modifications In order to protect and maintain the
architectural and structural integrity of the Property, no structural modification shall be
made to the Property without a validly issued building permit in accordance with the
requirements of the Code Any application for a building permit pursuant to this section
and m connection with a proposed exterior modification to the Property shall be
accompanied by elevations and plans depicting the proposed modifications
104 Covenant of Nondiscrimination Owner covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the Property or any part thereof that
Owner, and its successors and assignees, shall devote the Property to the uses specified in the
Redevelopment Plan, this Declaration, and the Agreement for the periods of time specified
therein The foregoing covenants shall run with the land
A Nondiscrimination Owner covenants by and for itself and any
successors m interest that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, marital status,
national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Property or any part thereof, including without limitation the Units, nor
shall Owner itself or any person clamung under or through them 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
of the Property or the Units The foregoing covenants shall run with the land
-3-
An. No 9 CCRs for Residential Units West Culver Lofts 041706
sr--1
_Nondiscrimination Clauses Owner shall refrain from restricting the
rental, sale or lease of the Property or any part thereof, including without limitation the
Units, on the basis of race, color, religion, sex, marital status, ancestry or national origin
of any person All such deeds, leases or contracts shall contain or be subject to
substantially the followmg nondiscrimination or nonsegregation clauses
1 In deeds "The grantee herein covenants by and for himself or
herself, his or her heirs, execitors, administrators and assigns, and all persons
clatmmg under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin or ancestry m the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor
shall the grantee or any person claiming under or through 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 land herein conveyed The foregoing
covenants shall run with the land"
2 In leases "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons
claiming under or through him or her, and this lease is made and accepted upon
and subject to the following conditions
'That there shall be no discrimination against or segregation of any
person or group of persons, on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry in the
leasing, subleasing, transferring, use, occupancy, tenure, or
enjoyment of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under or through 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, sublessees,
subtenants, or vendees in the premises herein leased '"
3 In contracts "There shall be no discrimination against or
segregation of, any person, or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall
the transferee himself or herself or any person claiming under or through 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 of the premises"
105 No Nplsance. No Drues Owner shall not maintain, cause to be maintained, or
allow to be maintained on or about the Property any public or private nuisance, including without
limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the
Uniform Controlled Substances Act (Health & Safety Code Sections 11570, et seq ) or the Street|1010|An No 9 Cats for Resideattal Units West Culver Lefts 041706Terrorism Enforcement and Prevention Act (Penal Code Sections 186 22 et seq ) or any
successor statute or law Owner represents to the Agency that Owner shall maintain a drug free
environment on the Property Owner covenants to the Agency that Owner and all persons
residing on the Property shall not unlawfully manufacture, distribute, dispense, possess or use
controlled substances, as said term is defined in 21 United States Code Section 812 and
California Health and Safety Code Section 11007, mcludmg marijuana, heroin, cocaine, and
amphetamines on the Property If Owner or any person residing on the Property is convicted,
pleads guilty or nobo contendere to a charge of unlawfully manufacturing, distributing,
dispensing, possessmg or using controlled substances on the Property, then such event shall
constitute a hpeach of this Declaration, which shall entitle the Agency to exercise all remedies
permitted by law as a result of such breach
ARTICLE II
ENFORCBMENT
201 Term of Covenants Except for the nondiscrimination covenants set forth in
Section 104 above, which shall run in perpetuity, the covenants, the conditions and restrictions
set forth herein, including those relating to the use of the Property as a Residential Unit, shall run
with the Property for the life of the Redevelopment Plan, as presently exists and as amended
from time to time
202. Covenants to Run with the Land All conditions, covenants, and restrictions
contained in this Agreement shall be covenants running with the land, and shall, in any event,
and without regard to techmcal classification or designation, legal or otherwise, be, to the fullest
extent permitted by law and equity, bmdmg for the benefit and in favor of, and enforceable by,
the Agency and its successors and assigns, against Owner, its successors and assigns, to or of the
Property or any portion thereof or any interest therein, and any party in possession or occupancy
of said Property or portion thereof
203 Covenants For Benefit of City and the Redevcloomeag Aeencv All covenants
without regard to technical classification or designation shall be binding for the benefit of the
City of Culver City (the "gibf), and the Agency, and such covenants shall run in favor of the
Agency and the City without regard to whether the Agency or the City is or remains an owner of
any land or interest therein to which such covenants relate The Agency and the City, m the
event of any breach of any such covenants, shall have the right to exercise all the rights and
remedies and to maintain any actions at law or suits m equity or other proper legal proceedings
to enforce and to cure such breach to which it or any other beneficiaries of these covenants may
be entitled during the terms specified for such covenants
204 Remedies, Attorneys' Fees and Costs Breach of the covenants contained in
this Declaration may be enjoined, abated or remedied by appropriate legal proceeding In the
event that the Agency incurs any attorneys' fees, court costs, or any other costs or expenses m
investigating comphance with or enforcing this Declaration, or mvestigatmg or defending claims
brought by Owner under this Declaration, the Agency shall be entitled to recover any such fees,
costs and expenses from Owner
- 5 -
Mt No 9 OCRs for Residential Units West Culver Lofts 1141706
/60205 Remedies Cumulative The remedies herein provided for breach of the
covenants contained in this Declaration shall be deemed cumulative, and none of such remedies
shall be deemed exclusive The Parties acknowledge that the Agency's rights under this
Declaration are in addition to, rather than m lieu of, other rights and remedies of the Agency
provided for in the Agreement and all documents executed and delivered in connection with the
Agreement including, but not limited to, the Note and Deed of Trust
206 ,Vialtire to Enforce The failure to enforce any of the covenants contained in this
Declaration ghell not constitute a waiver of the right to enforce the same thereafter
207 plo Waiver Failure by the Agency to enforce, or delay by the Agency m
enforcing, any right or remedy with respect to this Declaration shall not bar or limit any
subsequent enforcement of the same or any other right or remedy with respect to the same
subject matter or a different subject matter Rights and remedies of the Agency under this
Declaration may be waived or modified only by a written instrument signed by the Agency
which states an express intention to waive or modify such rights and remedies
ARTICLE III
GENERAL PROVISIONS
301 Severabilitv In the event that any provision or clause of this Declaration
conflicts with applicable law, or is otherwise rendered unenforceable or ineffectual, the validity
of the rernaimrig parts, terms, portions or provisions, or the application thereof to other persons
or circumstances, shall be deemed severable and the same shall remain enforceable and valid to
the fullest extent permitted by law
302 gmamno, The provisions of this Declaration shall be liberally construed for
the purpose of developing and maintaining the Project in accordance with this Declaration and
the Agreement The article and section headings have been inserted for convemence only, and
shall not be considered or referred to in resolving questions of interpretation or construction
303 Amendments This Declaration may be amended only by the written agreement
of Owner and the Agency
304. Notices Notices and other written communications given pursuant to this
Declaration, unless otherwise specified herein, shall be sent by certified U S mail (postage
prepaid, return receipt requested) or reputable same-day or overnight delivery service Any
Notice shall be deemed received as of the date of delivery Notices shall be addressed as appears
below for the respective parties
- 6 -
Mt No 9 CCRs for Residential Units West Culver Lofts 041706
/ 6 1
,If to Owner
If to Agency Culver City Redevelopment Agency
Attention Susan Evans, Assistant Executive Director
9770 Culver Boulevard
Culver City, CA 90232-0507
With a copy to Leibold, McClendon & Mann, P C
Attention Barbara Zeid LeiboId, Esq
23422 Mill Creek Dave, Suite 105
Laguna Hills, CA 92653
305 Wawa. Owner must ensure that homeowners' association obtains special
perils property insurance on the common elements and the Property, including the limited
common elements, covering at least the bare walls, floors and ceilings of the Property This
insurance must be for not less than the full insurable replacement cost of the Property, less
deductibles, including coverage for mumcipal building code requirements at the time the
insurance is purchased and at each renewal date If not purchased by homeowners' association,
Owner must obtain special perils property insurance covering personal property, improvements
and betterments to the Property installed by or on behalf Owner Improvements or betterments
are defined as all decorating, fixtures, furnishings, including electncal fixtures, appliances, air
conchnomng and heating equipment, water heaters, or built-in cabinets installed by or on behalf
of Owner In addition, the policy shall contain a provision that obligates the insurer to notify the
Culver City Redevelopment Agency, 9770 Culver Boulevard, Culver City, Cahfonua 90232-
0507, Attention Susan Evans, Assistant Executive Director at least thirty (30) calendar days m
advance of the effective date of a material change (other than diminution of policy limits due to a
claim), cancellation or termination of the policy
Issuance pursuant to this Section must be in a form and content acceptable to and
underwritten by insurers financially acceptable to the Agency
306 Notice of Insvection Owner agrees and acknowledges that the Agency and its
employees and agents shall have the right to enter upon the Property during normal business
hours to ensure compliance with this Declaration and other applicable federal, state and local
laws and regulations The Agency agrees to notify Owner not less than twenty four (24) hours
prior to the Agency's proposed time of inspection of the Property, and agrees to attempt to obtain
Owner's consent to the tuning of such inspection Upon receipt of such notice, Owner agrees to
cooperate with the Agency in making the Property available for inspection by the Agency
Owner acknowledges and agrees that in the event that if for any reason Owner fails to consent to
such inspection, the Agency may obtain an admimstrative mspection warrant or take such other
legal actions as may be necessary to gain entry to and inspect the Property
307 Recordation The Parties shall cause this Declaration to be recorded in the
Official Records of Los Angeles County, California
- 7 -
/4 2--
Au. No 9 CCRs for Residential Units West Culver Lofts 041706308 ,Further Assnrances Owner shall from time to time provide the Agency with
such further information and shall execute such further documentation and agreements as may be
reasonably necessary or appropriate to carry out the purposes of this Declaration
309 joint and c.verall Obheations If at any time the Property is owned by more
than one individual, all of the Owners shall be jointly and severally liable for the obligations
imposed by this Declaration
[Signature Page Follows]
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Mt No 9 OCRs for Residential Units West Culver Lofts 041706IN WITNESS WHEREOF, the Parties have duly executed this Declaration as of the
date mdicated above
"OWNER(S)"
Name Name Name THE CULVER CITY REDEVELOPMENT AGENCY
By
Its
ATTEST
Agency Secretary
APPROVED AS TO FORM
LElBOLD, MCCLENDON & MANN, P C
Barbara Zeid Leibold, Special Counsel
Att. No 9 CCRs for Residential Units West Culvea- Lofts 041706
I fic.JA ' CabAlia;XISt.iiafSTATE OF CALIFORNIA
)
)ss
COUNTY OF LOS ANGELES
)
On , , before me, Notary Public personally appeared , personally known
to me (or 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 m 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
WITNESS my hand and official seal
Signature
STATE OF CALIFORNIA )
)s s
COUNTY OF LOS ANGELES )
On , , before me, Notary Public personally appeared , personally known
to me (or 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 be/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
WITNESS my hand and official seal
Signature
AU No 9 CCRs for Residential Units West Culver Lofts 041706
/6§—
=41 4
iEXIID3IT "A"
LEGAL DESCRIPTION OF THE PROPERTY
[TO BE INSERTED]
EXHIBIT "A" i 6 6
AU No 9 CCRs for Residential Units West Culver Lofts 041706
f MSATTACHMENT NO 10
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
(LIVE/WORK UNITS)
[See Attached]
"7
7
West Culver Lofts DDA 04'706RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, California 90232-0507
Attn Susan Evans, Assistant Executive Director
(Space Above For Recorder s Use Only)
(Exempt from Recording Fees Per Gov Code Section 6103)
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
(LIVE/WORK UNITS)
This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
(LIVE/WORKAINITS) ("Declaration") is dated as of , and is made by
and between thq CULVER CITY REDEVELOPMENT AGENCY, a public body, corporate
and politic (the PAgencv") and (the "Owner") As used
herein, the tenn "Owner" shall be deemed to include (i) the foregoing listed mdtvidual or
individuals, and (ii) the successors and assigns of such individual or individuals, during the time
the suctessorS and/or assigns own or hold an interest in Unit No of the real property
commonly known as , Culver City, California (the
"away") which Property is legally descnbed in Exhibit "A" attached hereto and incorporated
herein by this reference Where Owner consists of more than one individual, the ten shall be
deemed to include any one or more of the individuals comprising Owner The Agency and
Owner are sometimes hereinafter referred to severally as a "Party" and collectively as the
"Parties" This Declaration is made with reference to the following facts
RECITALS
A WHEREAS, prior to o the execution of this Declaration, West Culver Lofts, LLC,
a Delaware limited liability company (the "Developer") has executed and entered into a certain
Disposition and Development Agreement (West Culver Lofts) (the "Agreement"), which entitles
Developer, subject to the terms and conditions thereof, to develop and sell the Property to
Owner The Agreement enables Developer to acquire, develop and sell the Property in
furtherance of the California Community Redevelopment Law, Health and Safety Code Section
33000, et seq , by providing for the improvement and development of property with construction
of a mixed use retailkommercial and residential complex Furthermore, the Agreement fosters
the Agency's implementation of the Redevelopment Plan approved and adopted by the City
Council of the City of Culver City on November 23, 1998 by Ordinance No 98-015 and
amended on January 12, 2004 (the "Redevelopment Plan")
B WHEREAS, pursuant to the Agreement, the Developer has constructed or
promises to construct twenty four (24) townhornekondomunum units (collectively, the
"Project"), winch Project shall consist of the following (i) twelve (12) townhomekondommium
units with street level retail/commercial space, which shall be sold, occupied and used as
live/work units (collectively, the "Live/Work Units") in accordance with Chapter 17 400 060 of
the Culver City Municipal Code, entitled "Live/Work Development Standards", and (n) the
rernammg twelve (12) townhomekondommium umts shall be SW& and occupied resideiitiul
ATTACHMENT NO 10
1cg
6units (collectively, the "Residential Units") in accordance with Chapter 17 400 065 of the Culver
City Municipal Code entitled "Mixed Use Development Standards" The subject Property hereof
is designated as a Live/Work Unit
WHEREAS, the Property is subject to use restrictions as contained herein because
the purpose of the Agreement is to effectuate the California Redevelopment Law and the
restrictions on use are necessary to achieve this purpose and to maximize the housing which the
Agency can offer with its limited funds
D WHEREAS, the Agency desires to insure, for the benefit of the residents of the
City of Culver City, all future residents of the Project, and the community at large, that the
Property remains a Live/Work Unit for the life of the Redevelopment Plan pursuant to the terms
and conditions of this Declaration
DECLARATION AND AGREEMENT
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, the Parties hereby declare and agree as follows
ARTICLE I
GENERAL DUTIES OF OWNER
101 Unit Desi nation Owner understands and accepts that the Property bound by
this Declaration is a unit which has been designated and reserved as one (1) of twelve (12)
Live/Work Units within the Project Owner further understands and accepts that Owner must
operate a business from the Property and comply with the use conditions described in Section
17 400 060 of the Culver City Municipal Code, entitled "Live/Work Development Standards,"
including, without limitation the following
A Permitted Uses/Occupations The followmg uses/occupations are
permitted in the Property|109| Accountant|109| Architect|109| Artist and artisan|109| Attorney|109| Computer software and multimedia related professional|109| Engineer|109| Fashion, graphic, interior and other designer|109| Insurance, real estate and travel agent
Au No 10 CCIts for Live Work Units West Culver Lofts 041706
-2-
6 79 Photographer
10 Psychologist/Psychiatrist
11 Other similar uses/occupations as determined by the Director may
be permitted provided that the allowed uses/occupations are permitted by the
underlying zone
B Occupancy and Employees
1 At least one of the full-time employees of the business occupying
the Property must be a full-time resident of the Property and shall possess a valid
Business Tax Certificate|109| Only one residential area per Property is allowed|109| The residential area shall not be rented separately from the
working space
4 No more than one employee, other than the resident(s) of the
Property shall be permitted on site at any given time in units that are less than or
equal to 1,499 square feet
5 No more than 2 employees, other than the resident(s) of the
Property, shall be permitted on site at any given time in units that are greater than
or equal to 1,500 square feet
Business activity None of the uses permitted shall be operated in an
objectionable manner due to fumes, odor, dust, smoke, gas, noise or vibrations, which are
or may be detn.mental to properties and occupants in the neighborhood and/or to any
other uses and occupants on the same property
D Special and/or temporary events Special and/or temporary events in
the Property are required to follow the permit process for special and/or temporary events
contained in Chapter 17 520 (Temporary Use and Special Event Permits) of the Culver
City Municipal Code
E Conditions
1 The residential component shall be contiguous with and tntegral to
the working space with direct access between the two areas and not as a separate
stand-alone dwelling unit
2 Only one residential component per unit is allowed The
residential component space and the business component space shall only be used
as one contiguous habitable space and, if rented, shall only be rented together as
one tenant space
- 3 —
Au No 10 a:Rs for Live.Work Units West Culver Lofts 041706
703 Any lease between the Owner and a tenant, or between a tenant
and a subtenant, shall refer to the fact that the unit is subject to this Declaration
4 A resident in the Live/Work Unit shall operate a business from the
unit and shall possess a Culver City Business Tax Certificate in good standing for
business activities conducted within the unit
102 Pr9uctv Use Restriction Upon Transfer Owner agrees and covenants on
behalf of itself and its successors and assigns that during the term of this Declaration (as set forth
in Section 6 below) the Property shall be used as a Live/Work Unit in accordance herewith and
shall not change character or lose its designation as a Live/Work Unit by virtue of any sale,
transfer, deitelopment, or any other act which would affect the Property by Owner or any of
Owners successors or assigns
103. Covenant of Maintenance
A. Maintenance by Owner Owner shall, at Owner's sole cost and expense,
maintain and repair the Property and the improvements thereon keeping the same in good
condition and making all repairs as may be required by this Declaration and the Culver
City Municipal Code (the "Code") Owner shall maintain the improvements and the
landscaping on the Property, including keepmg the Property and any balcony or patio
adjacent to the Property free from an accumulation of debns or waste matenals consistent
with community standards All exterior, painted surfaces of any structures located on the
Property shall be maintained at all times m a clean, safe and presentable manner
• Graffiti Removal by Owner All graffiti, and defacement of any type,
including marks, words and pictures must be removed within forty eight (48) hours from
the Property and any necessary painting or repair completed within one (1) week of
creation or withm one (1) week after notice to Owner from the Agency, whichever is less
Damage and Destruction Affecting Property-Duty to Rebuild If all or
any portion of the Property and the improvements thereon is damaged or destroyed by
fire or other casualty, it shall be the duty of Owner to rebuild, repair or reconstruct the
Property in a timely manner to restore it to Code compliance condition
• Variance in Exterior Appearance and Design If the Property is
damaged or destroyed by casualty, Owner may apply to the Agency and the City of
Culver City for approval to reconstruct, rebuild or repair the Property in a manner which
will provide different exterior appearance and lot design from that which existed prior to
the date of the casualty Notwithstanding any reconstruction permitted under this
subsection, such reconstruction shall be completed so as to restore the Unit to its original
character as a Live/Work Unit
• Tune Limitation In the event of damage or destruction due to casualty,
Owner shall be obligated to proceed with all due diligence and commence reconstruction
within two (2) months after the damage occurs and complete reconstruction within six (6)
months after damage occurs or demolition and vacate within two (2) months, unless
prevented by causes beyond the reasonable control of Owner
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Au No 10 CCRs for Live.Work Units West Culver Lofts 041706
71Structural Modifications In order to protect and maintain the
architectural and structural mtegnty of the Property, no structural modification shall be
made to-the Property without a validly issued building permit in accordance with the
requirements of the Code Any application for a building permit pursuant to this section
and in connection with a proposed exterior modification to the Property shall be
accompanied by elevations and plans depicting the proposed modifications
104 Commit of Nondiscrimmation Owner covenants and agrees for itself, its
successors, its 'iissigns, and every successor in interest to the Property or any part thereof that
Owner, and its successors and assignees, shall devote the Property to the uses specified m the
Redevelopment Plan, this Declaration, and the Agreement for the periods of time specified
therein The foregoing covenants shall run with the land
A Nondiscrimination Owner covenants by and for itself and any
successors in interest that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, =Total status,
national origin or ancestry in the sale, lease, sublease, transfer, use, occuparicy, tenure or
enjoyment of the Property or any part thereof, including without limitation the Units, nor
shall Owner itself or any person claiming under or through them 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
of the Property or the Units The foregoing covenants shall run with the land.
Nondiscrimmation Clauses Owner shall refrain from restricting the
rental, sale or lease of the Property or any part thereof, including without limitation the
Umts, on the basis of race, color, religion, sex, marital status, ancestry or national origin
of any person All such deeds, leases or contracts shall contain or be subject to
substantially the followmg nondiscrimination or nonsegregation clauses
1 In deeds "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and assigns, and all persons
claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed,
religion, sex, marital status, national ongin or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor
shall the grantee or any person claiming under or through 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 land herein conveyed The foregoing
covenants shall run with the land"
2 In leases "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons
claiming under or through him or her, and this lease is made and accepted upon
and subject to the following conditions
'That there shall be no discrimination against or segregation of any
person or group of persons, on account of race, color, creed,
- 5 —
Att. No 10 CCRs for Live Work Units West Culver Lofts 041706
/ 7 2-
At.5,1;religion, sex marital status, national origin, or ancestry in the
leasing, subleasing, trarisfemng, use, occupancy, tenure, or
enjoyment of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under or through 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, sublessees,
subtenants, or vendees m the premises herein leased
3 In contracts "There shall be no discrimination against or
segregation of, any person, or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall
the transferee himself or herself or any person claiming under or through 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 of the premises"
105 No Nuisance. No, Drugs Owner shall not maintain, cause to be maintained, or
allow to be nvintamed on or about the Property any public or private nuisance, including without
limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the
Uniform Controlled Substances Act (Health & Safety Code Sections 11570, et seq ) or the Street
Terrorism Enforcement and Prevention Act (Penal Code Sections 186 22 et seq ) or any
successor statute or law Owner represents to the Agency that Owner shall maintain a drug free
environment on the Property Owner covenants to the Agency that Owner and all persons
residing on the Property shall not unlawfully manufacture, distribute, dispense, possess or use
controlled substances, as said term is defined in 21 United States Code Section 812 and
California Health and Safety Code Section 11007, including marijuana, heroin, cocaine, and
amphetamines on the Property If Owner or any person residing on the Property is convicted,
pleads guilty or nobo contendere to a charge of unlawfully manufacturing, distributing,
dispensing, possessing or using controlled substances on the Property, then such event shall
constitute a breach of this Declaration, which shall entitle the Agency to exercise all remedies
permitted by law as a result of such breach
ARTICLE .11
ENFORCEMENT
201 Term of Covenants Except for the nondiscrumnation covenants set forth in
Section 104 above, which shall run in perpetuity, the covenants, conditions and restnctions set
forth herein, including those relating to the use of the Property as a Live/Work Umt, shall run
with the Property for the life of the Redevelopment Plan, as presently exists and as amended
from time to time
202 Covenauttto Rukly4h the Lam! All conditions, covenants, and restrictions
contained in this Agreement shall be covenants running with the land, and shall, in any event,
and without regard to technical classification or designation, legal or otherwise, be, to the fullest
extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by,
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Mt No 10 CCRs for Ltve.Work Units West Culver Lofts 041706
/73the Agency and its successors and assigns, against Owner, its successors and assigns, to or of the
Property or any portion thereof or any interest therein, and any party in possession or occupancy
of said Property or portion thereof
203 Covenants For Benefit of City and the Redeyelonment Aeencv All covenants
without regard to technical classification or designation shall be binding for the benefit of the
City of Culver City (the "City"), and the Agency, and such covenants shall run in favor of the
Agency and the City without regard to whether the Agency or the City is or remains an owner of
any land or interest therein to which such covenants relate The Agency and the City, in the
event of any breach of any such covenants, shall have the right to exercise all the rights and
remedies and to maintain any actions at law or suits in equity or other proper legal proceedings
to enforce and to cure such breach to which it or any other beneficiaries of these covenants may
be entitled during the terms specified for such covenants
204. Remcdies. Attorneys' Fees and Costs Breach of the covenants contained in
this Declaration may be enjoined, abated or remedied by appropriate legal proceeding In the
event that the „Agency incurs any attorneys' fees, court costs, or any other costs or expenses in
investigating compliance with or enforcing this Declaration, or investigating or defending claims
brought by Owner under this Declaration, the Agency shall be entitled to recover any such fees,
costs and expenses from Owner
205 genledips Cumulative The re,medies herein provided for breach of the
covenants contained in this Declaration shall be deemed cumulative, and none of such remedies
shall be deemed exclusive The Parties acknowledge that the Agency's rights under this
Declaration are m addition to, rather than in lieu of, other rights and remedies of the Agency
provided for in the Agreement and all documents executed and delivered in connection with the
Agreement including, but not limited to, the Note and Deed of Trust
206 Failure to Enforce The failure to enforce any of the covenants contained in this
Declaration shall not constitute a waiver of the right to enforce the same thereafter
207 No Waiver Failure by the Agency to enforce, or delay by the Agency in
enforcing, any right or remedy with respect to this Declaration shall not bar or limit any
subsequent enforcement of the same or any other nght or remedy with respect to the same
subject matter or a different subject matter Rights and remedies of the Agency under this
Declaration may be waived or modified only by a written instrument signed by the Agency
which states an express intention to waive or modify such rights and remedies
ARTICLE HI
GENERAL PROVISIONS
301 Severabilitv In the event that any provision or clause of this Declaration
conflicts with applicable law, or is otherwise rendered unenforceable or ineffectual, the validity
of the remaining parts, terms, portions or provisions, or the application thereof to other persons
or circumstances, shall be deemed severable and the same shall remain enforceable and valid to
the fullest extent permitted by law
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Mt No 10 Cats for Ltve.Work Units West Culver Lofts 041706
17Y302 Construction The provisions of this Declaration shall be liberally construed for
the purpose of developing and maintaining the Project in accordance with this Declaration and
the Agreement The article and section headings have been mserted for convenience only, and
shall not be considered or referred to in retolving questions of interpretation or construction
303 Amendments This Declaration may be amended only by the wntten agreement
of Owner and the Agency
304 kklaL es Notices and other written communications given pursuant to this
Declaration, unless otherwise specified herein, shall be sent by certified U S mail (postage
prepaid, return receipt requested) or reputable same-day or overmght delivery service Any
Notice shall be deemed received as of the date of delivery Notices shall be addressed as appears
below for the respective parties
If to Owner
If to Agency Culver City Redevelopment Agency
Attention Susan Evans, Assistant Executive Director
9770 Culver Boulevard
Culver City, CA 90232-0507
with a copy to
Leibold, McClendon & Mann, P C
Attn Barbara Zeid Leibold, Esq
23422 Mill Creek Drive, Suite 105
Laguna Hills, CA 92653
305 Insurance Owner must ensure that homeowners' association obtains special
perils property insurance on the common elements and the Property, including the limited
common elements, covering at least the bare walls, floors and ceilings of the Property This
insurance must be for not less than the full insurable replacement cost of the Property, less
deductibles, including coverage for municipal building code requirements at the time the
insurance is purchased and at each renewal date If not purchased by homeowners' association,
Owner must obtain special perils property insurance covering personal property, improvements
and betterments to the Property installed by or on behalf Owner Improvements or betterments
are defined as all decorating, fixtures, fumishmgs, including electrical fixtures, appliances, air
conditioning and heating equipment, water heaters, or built-in cabinets installed by or on behalf
of Owner In addition, the policy shall contain a provision that obligates the insurer to notify the
Culver City Redevelopment Agency, 9770 Culver Boulevard, Culver City, California 90232-
0507, Attention Susan Evans, Assistant Executive Director at least thirty (30) calendar days in
advance of the effective date of a material change (other than diminution of policy limits due to a
claim), cancellation or termination of the policy
Insurance pursuant to this Section must be m a form and content acceptable to and
underwritten by insurers financially acceptable to the Agency
- 8 —
Mt No 10 CCRs for Live Work Units West Culver Lofts 041706
/ 7s-306 Notice of Inspection Owner agrees and acknowledges that the Agency and its
employees and agents shall have the nght to enter upon the Property during normal business
hours to ensure compliance with this Declaration and other applicable federal, state and local
laws and regulations The Agency agrees to notify Owner not less than twenty four (24) hours
prior to the Agency's proposed time of inspection of the Property, and agrees to attempt to obtain
Owner's consent to the timing of such inspection Upon receipt of such notice, Owner agrees to
cooperate with the Agency in making the Property available for inspection by the Agency
Owner acknowledges and agrees that m the event that if for any reason Owner fails to consent to
such inspection, the Agency may obtain an administrative inspection warrant or take such other
legal actions as may be necessary to gain entry to and mspect the Property
307 Esstata The Parties shall cause this Declaration to be recorded in the
Official Records of Los Angeles County, Califonua
308 purpier Assurances Owner shall from time to time provide the Agency with
such further information and shall execute such further documentation and agreements as may be
reasonably necessary or appropriate to carry out the purposes of this Declaration
309 Joint and SeveralObligations If at any time the Property is owned by more
than one individual, all of the Owners shall be jointly and severally liable for the obligations
imposed by this Declaration
[Signature Page Follows]
- 9 --
Att No 10 Cats for live.Work Units West Culver Lofts 041706
17IN WITNESS WHEREOF, the Parties have duly executed this Declaration as of the
date mdicated above
"OWNER(S)"
Name Name
Name THE CULVER CITY REDEVELOPMENT AGENCY
By
Its
ATI tST
Agency Secretary
APPROVED AS TO FORM
LEIBOLD, MCCLENDON & MANN, P C
Barbara Zeid Leibold, Special Counsel
Att No 10 CCRs for Live.Work Units West Culver Lofts 041706
177STATE OF CALIFORNIA
)ss
COUNTY OF LOS ANGELES )
On , before me, Notary Public personally appeared personally known
to me (or 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/shelthey 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
WITNESS my hand and official seal
Signature
STATE OF CALIFORNIA
)ss
COUNTY OF LOS ANGELES
On , before me, Notary Public personally appeared personally known
to me (or 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
WITNESS my hand and official seal
Signature
Au No 10 CCRs for Live Work Units West Culver lofts 041706
7EXHIBIT "A"
Att. No 10 OCRs for Ltve.Work Units West Culver Lofts 041706
I 7 7
---4,-4-.--la-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
[to be inserted]ATTACHMENT NO II
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
(DEVELOPER)
[See Attached]
West Oliver Letts DDA 041706
l 30RECORDING REQUESTED BY
AND WHEN RECORDED 1VIAIL TO
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, California 90232-0507
Attn Susan Evans, Assistant Executive Director
(Space above for Recorder s use only)
(Exempt from Recording Fees Per Govt Code §6103)
DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS
(DEVELOPER)
THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS
(DEVP,I4OPER) (this "Declaration") is made as of day of , 200_
("Effective Date") by and between WEST CULVER LOFTS, LLC, a Delaware limited
liability company (together with its permitted successors and assigns, the "Qombird') and the
CULVER CITY REDEVELOPMENT AGENCY, a public body, corporate and politic (the
"Agency")
RECITALS
A WHEREAS, prior to or concurrently with the execution of this Declaration,
Developer and the Agency have entered into that certain Development and Disposition
Agreement (the "Agreement"), which requires the Agency to sell and the Developer to buy that
certain real property (the "$ite) which is legally described in Exhibit "A" attached hereto and
incorporated herein All terms not defined herein shall have the meaning set forth in the
Agreement The Agreement is a public record on file at the offices of the Agency
WHEREAS, the purpose of the Agreement is to enable the Developer to purchase
and thereafter develop the Site m furtherance of the California Community Redevelopment Law,
Health and Safety Code Section 33000, et seq , by providing for the improvement and
development of the Site with construction of a mixed retail/commercial and residential use
complex Furthermore, the Agreement fosters the Agency's implementation of the
Redevelopment Plan approved and adopted by the City Council of the City of Culver City on
November 23, 1998 by Ordinance No 98-015 and amended on January 12, 2004 (the
'Redevelopment Plan")
WHEREAS, pursuant to the Agreement, the Developer has agreed to construct
twenty four (24) townhoire/condommium units on the Site and fifty seven (57) parking spaces
(collectively, the "Project"), which Project shall Consist of the following (i) twelve (12)
townhome/condomimum units with street level retail/commercial space, which shall be sold,
occupied and used as live/work units (collectively, the "Live/Work Units") in accordance with
Chapter 17 400 060 of the Culver City Municipal Code, entitled "Live/Work Development
Standards", and (n) the remaining twelve (12) townhomekondornimum units, which shall be
sold and occupied as residential units (collectively, the "Residential Units") in accordance with
ATTACHMENT NO 11 / gChapter 17 400 065 of the Culver City Municipal Code entitled "Mixed Use Development
Standards" The Live/Work Units and the Residential Units shall be collectively referred to
herein as the "Units"
D WHEREAS, the purpose of the Agreement is to effectuate the Cahfomia
Redevelopment Law and the restrictions on use of the Property are necessary to achieve this
purpose and to maximize the housing which the Agency can assist with its limited funds
E WHEREAS, the Agency desires to insure, for the benefit of the residents of the
Cry of Culver City, all future residents of the Project, and the community at large, that the
Project be constricted as and remain a mixture of Live/Work and Residential Units (twelve (12)
Live/Work Units and twelve (12) Residential Units) for the hfe of the RedevelOpment Plan and
pursuant to the terms and conditions of this Declaration
DECLARATION AND AGREEMENT
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, receipt of which is
hereby acknowledged, the Parties hereto agree and covenant as follows
ARTICLE I
GENERAL DUTIES OF DEVELOPER
101 Covenant to Construct and Sell Developer shall commence and complete the
construction of the Project in a timely manner and in accordance with the schedule and other
terms and conditions set forth in the Agreement and all applicable laws, regulations and
entitlements No demolition or construction activities shall be undertaken on the Site without a
validly issued buildmg permit in accordance with the requirements of the City of Culver City
Municipal Code Developer covenants and agrees for itself, and its successors, assigns, and
every successor in interest to Developer's interest in the Site or any part thereof, that Developer
shall use the Site only to construct the Project Developer shall be relieved of such covenant and
agreement upon the recordation of the Release of Construction Covenants
Developer covenants and agrees for itself, its successors, assigns, and every
successor in interest to Developer's interest in the Site or any part thereof, that upon the Closing
and during the period of the Developer's ownership of the Site and upon completion of
construction of the twenty four (24) Units in the Project, (i) the twelve (12) Live/Work Units
shall be held for sale or occupancy, sold, occupied and used if at all, as Live/Work Units, and
(u) the remaining twelve (12) Residential Umts shall be held for sale or occupancy, sold,
occupied, and used, if at all, as Residential Units
All uses conducted on the Site, including, without limitation, all activities
undertaken by the Developer pursuant to this Agreement, shall conform to all applicable
provisions of the Redevelopment Plan, the Culver City Municipal Code and any other applicable
Governmental Requirements
Att. No 11 CCRs for Developer 041706
-2-102 Maintenance
A Maintenance by Developer/HOA Developer shall maintain the Site and
all Improvements thereon, including lighting and signage, in good condition, reasonable
wear and tear excepted, and in compliance with the terms of the Redevelopment Plan and
with all applicable provisions of the Culver City Mumcipal Code Upon the recordation
of the Release of Construction Covenants, Developer shall cause / the Home Owners'
Association ("HOA") to covenant to maintain the common area portion of the
Improvements and landscaping on the Site in accordance with the "Maintenance
Standards" as hereinafter defined Such Maintenance Standards shall apply to all
buildings, signage, lighting, landscaping, irrigation of landscapmg, architectural elements
identifying the Project and any and all other common area of the Improvements on the
Project To accomplish the maintenance, Developer and/or the HOA shall covenant to
either staff or contract with and hire licensed and qualified personnel to perform the
maintenance work, including the provision of labor, equipment, matedals, a rt
facilities, and any and all other items reasonably necessary to coMply WI the
requirements of this Agreement
B, Maintenance Standards The Developer and/or the MA and its
maintenance staff, contractors or subcontractors shall covenant to comply with the
following standards (the "Maintenance Standards")
1 The Project shall be maintained in conformance and in compliance
with the approved building permit drawings, and reasonable miuritenatiee
standards for similar, neighboring structures, including but not limited to paintft
and cleaning of all exterior surfaces, as necessary, and other exterior facades
comprising all private improvements and public improvements to the cuiblme
The Project shall be maintained in good condition and in accordance with die
custom and practice generally applicable to comparable developments
2 Landscape maintenance shall include, but not be limited to
watenng/imgation, fertilization, mowmg, edging, trimming of grass, tree and
shrub pruning, trimming and shaping of trees and shrubs to maintain a hptilthy,
natural appearance and safe road conditions and visibility, and litigation
coverage, replacement, as needed, of all plant materials, control of wee& in all
planters, shrubs, lawns, ground covers, or other planted areas, maintenance of
slopes, and staking for support of trees
3 Clean up maintenance shall include, but not be limited to
maintenance of all sidewalks, paths and other paved areas in clean and weed free
condition, maintenance of all such areas clear of dirt, mud, trash, debris or other
matter which is unsafe or unsightly; removal of all trash, litter and other debris
from improvements and landscaping, as necessary, prior to mowing, clearance
and cleamng of all areas maintained prior to the end of the day on which the
maintenance operations are performed to ensure that all cuttings, weeds, leaves
and other debris are properly disposed of by maintenance workers
AU. No 11 CCRs for Developer 04/706Notice Agency agrees to notify Developer or the HOA, as successor in
interest to the Developer, in writing if the condition of the Site does not meet with the
Maintenance Standards specified herein and to specify the deficiencies and the actions
required to be taken by Developer and/or the HOA to cure the deficiencies Upon
notification of any maintenance deficiency, Developer and/or the HOA shall have thirty
(30) days within which to correct, remedy or cure the deficiency, unless such deficiency
cannot be reasonably corrected, remedied or cured within such period, in which case,
such period shall be extended for such time as is necessary to accomplish the same
provided that Developer and/or the HOA is diligently pursuing such correction, remedy
or mire If the written notification states the problem is urgent relating to the public
health and safety of the City or Agency, then Developer and/or the HOA shall have forty
eight (48) hours to commence curing the problem In the event Developer and/or the
HOA does not maintain the Site in the manner set forth herein and in accordance with the
Maintenance Standards specified herein, Agency shall have, in addition to any other
rights, and remedies hereunder, the right to maintain the Site, or to contract for the
correction of such deficiencies, after written notice to Developer and/or the HOA, and
Developer and/or the HOA shall be responsible for the payment of all such reasonable
out of pocket third party costs incurred by Agency Any notice given by the Agency
under this Declaration must specify in bold and conspicuous type that Agency is
delivering the notice pursuant to this Declaration, and Developer's and/or H0A's failure
to act withm the required time period will entitle the Agency to exercise the self.lielp
rights granted under the Agreement
103 No Hazardous Materials 4ctivity Developer shall not engage m any Hazardous
Materials Activity m violation of Environmental Laws and shall comply with all Governmental
Requirements in connection with the development and operation of the Project
In addition, Developer shall take all necessary precautions to prevent the release
into the environment of any Hazardous Materials which are located in, on or under the Site in
violation of Environmental Laws Such precautions shall include compliance with all
Governmental Regulations with respect to any Hazardous Materials In addition, Developer
shall install and utilize such equipment and implement and adhere to such procedures as are
consistent with commercially reasonable standards with respect to the disclosure, storage, use,
removal and disposal of Hazardous Materials Notwithstanding the foregoing, this Declaration
shall not prohibit the use of such products in quantities as are customarily used in the
construction, maintenance, rehabilitation or management of residential developments or
associated buildings and grounds, or used in residential activities in a manner typical of other
comparable residential developments, or legal substances commonly mgested by a significant
population living within the Project including without limitation alcohol, aspirin, tobacco and
saccharine
104 Covenant of Non-Discrimination Developer covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the Site or any part thereof that
Developer, and its successors and assignees, shall devote the Site to the uses specified in the
Redevelopment Plan, this Declaration, and this Agreement for the periods of time specified
therein The foregoing covenants shall run with the land
Att. No 11 CCRs for Developer 041706- 7,
147--TorIffpWErwalvtIrTzel
A Non-Diseriminalaon Developer covenants by and for itself and any
successors in interest that there shall be no discnmination against or segregation of any
person or group of persons on account of race, color, creed, religion sex, marital status,
national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Site or any part thereof, including without mutation the Units, nor shall
Developer itself or any person claiming under or through them 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
of TheSite or the Units The foregoing covenants shall run with the land
Non-Discrimination Clauses Developer shall refrain from restricting the
rental, sale or lease of the Site or any part thereof, mcludmg without lunitatioue Units,
on the basis of race, color, religion, sex, marital status, ancestry or national °Agin of any
person All such deeds, leases or contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses
1 In deeds "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and assigns, and all persons
claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed,
religion, sex, marital status national origin or ancestry m the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor
shall the grantee or any person claiming under or through him or her, establish or
permit any such practice or practices of discrunmation or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the land herein conveyed The foregoing
covenants shall run with the land"
2 In leases "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons
claiming under or through him or her, and this lease is made and accepted upon
and subject to the following conditions
That there shall be no discrumnation against or segregation of any
person or group of persons, on account of race, color, creed, religion, sex, marital
status, national origin, or ancestry in the leasing, subleasing, transfemng, use,
occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under or through 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,
sublessees, subtenants, or vendees in the premises herein leased"
3 In contracts "There shall be no discrimination against or
segregation of, any person, or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall
the transferee himself or herself or any person claiming under or through him or
An. No 11 Cats for Developer 041706
-5-her, estabhsh 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 of the premises"
ARTICLE II
ENFORCEMENT
201 Term of Covenants
Except for the nondiscrimination covenants set forth in
Section 3 above, which shall run in perpetuity, the covenants, conditions and restrictions set forth
herein shall run with the Property for the life of the Redevelopment Plan, as presently exists and
as amended from time to time The characterization of a Umt as either a
Live/Work Unit or a
Residential Unit shall not change by virtue of a sale or transfer of that Unit froni Developer to a
third party purchaser
202 &wag Breach of the covenants contained in this Declaration may be
enjoined, abated or remedied by any appropriate legal proceedmg
203 Rights of the Agency As a party to this Declaration, the Agency is entitled to
the following rights
A The Agency has the right, but not the obligation, to enforce all of the
provisions of this Declaration
B Any amendment to the Declaration shall require the written consent of the
Agency
C This Declaration does not m any way infringe on the nght or duties of the
City of Culver City to enforce any of the provisions of the City of Culver City Municipal
Code including, but not limited to, the abatement of dangerous buildings
204 Cumulative Remedies The remedies herein provided for breach of the
covenants contained in this Declaration shall be deemed cumulative, and none of such remedies
shall be deemed exclusive
205 Failure to Enforce The failure to enforce any of the covenants contained in this
Declaration shall not constitute a waiver of the right to enforce the same thereafter
ARTICLE III
GENERAL PROVISIONS
301 peverablhtv Invalidation of any one of these covenants or restrictions by
judgment or court order shall m no way affect any other provisions which shall remain in all
force and effect
Art No 11 CCRs for Developer 041706302 Constrpction The provisions of this Declaration shall be liberally construed for
the purpose of developing and maintaining the Project in accordance with this Declaration and
the Agreement The article and section headings have been inserted for convenience only, and
shall not be considered or referred to in resolving questions of interpretation or construction
303 Amendments This Declaration may be amended only by the written agreement
of Developer and the Agency
304 Notices Any notice permitted or required to be delivered as provided herein
from one party to another shall be in writing anti may be delivered either personally or by first-
class or registered mail If delivery is made by mail, it shall be deemed to have been delivered
seventy-two (72) hours after a copy of same has been deposited in the United States Mail,
postage prepaid Notices shall be sent to the following addresses
If to Agency
Culver City Redevelopment Agency
Attention Susan Evans, Assistant Executive Director
9770 Culver Boulevard
Culver City, CA 90232-0507
with a copy to Leibold, McClendon & Mann, P C
Attention Barbara Zeid Leibold, Esq
23422 Mill Creek Drive, Suite 105
Laguna Hills, CA 92653
If to Developer West Culver Lofts, LLC
Attention Robert C Little, Jr
203 Argonne Avenue, B-145
Long Beach, CA 90803
with a copy to The ICrasnove Law Firm
Attention Edward Krasnove
3838 Carson Street, Suite 210
Torrance, CA 90503
Such addresses may be changed from time to time by notice in writing, which shall be made by
certified mail to the other party in accordance with this Section 12 Any Notice shall be deemed
received as of the date of delivery
305 Recordation The Parties shall cause this Declaration to be recorded in the
Official Records of Los Angeles County, California
[Signatures on Next Page]
Att. No 11 CUs fcc Developer 041706
-7-IN WITNESS WHEREOF, LBIIDC and Developer have executed this Declaration as
of the date set forth above
CULVER CITY REDEVELOPMENT
AGENCY, a pubhc body, corporate and politic
By
Its
APPROVED AS TO FORM
LEIB OLD, McCLENDON & MANN, P C
Barbara Zeid Leibold, Special Counsel
AITEST
Agency Secretary
DEVELOPER
WEST CULVER LOFTS, LLC, a Delaware
limited liability company
By URBAN EQUITY PROPERTIES,
LLC, an Ohio limited liability company, its
Managing Member
By URBAN EQUITY PARTNERS, LLC,
a California limited liability company,
its Manager and sole Member
By Name Robert C Little, Jr
Title Member
Au. No 11 CCRs for Developer 041706
/ 8 IEXHIBIT "A"
LEGAL DESCRIPTIQN OF PROPERTY
PARCET, A.12823 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California,
descnbed as follows
LOTS 55,16,AND 57 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS
PER MAP., PECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDED OF SAID COUNTY
PARCEL*rg W. WASHINGTON
Real property in die City of Culver City, County of Los Angeles, State of California,
described as follows
LOT 58 AND 59 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY
APN 4236-021-008
PARCEL C-12811 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
LOTS 60 AND 61 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 37, PAGE 72 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY
APN 4236-021-009
PARCEL D-1203 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
LOTS 62 AND 63 OF TRACT 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-010
ML N0 11 CCRs for Developer 041706
Exhibit "A" g'
STATE OF CALIFORNIA
) ss
COUNTY OF
On before me, , a Notary Public m and for said
County and State, personally appeared personally known to me (or 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 m (his/her/their)
authonzed cap/mg-y/-1es), and that by (Ins/her/their) signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal
Signature of Notary Public
[SEAL]
Aa. No 11 Cats for Developer 041706
w-wsSTATE OF CALIFORNIA
) ss
COUNTY OF On before me a Notary Public in and for said
County and State, personally appeared personally known to me (or proved to
me on the bests 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 atigher/the0
authorized capacit(-y/-ies), and that by (his/her/their) signature(s) on the mstrument the person(s), or the
entity upon behalf of winch the person(s) acted, executed the mstmment
WITNESS my hand and official seal
4-t
Signature of Notary Public
[SEAL]
Au No 11 CCRs for Developer 041706
17/ATTACHMENT NO 12
ASSIGNMENT OF PLANS, REPORTS AND DATA
[See Attached]
West Culver Lefts DDA 041706
1ASSIGNMENT OF PLANS, REPORTS AND DATA
FOR VALUE RECEIVED, WEST CULVER LOFTS, LLC, a Delaware limited
liability company ("Borrower"), does hereby assign, pledge, transfer and set over to the
CULVER CITY REDEVELOPMENT AGENCY, a public body, corporate and politic (the
"Agency"), all of its fights, title and interest in and to the following (collectively, the "Plans,
Reports arid po") any and all plans, drawings, studies, reports and related documents
concenung ,'the Site, and all amendments, modifications, supplements, general conditions and
adden e daro, including, without limitation, Environmental Reports, all architectural and
engmer plans, any architect's agreement entered into hereafter ("Architect's Agreement") by
and between Borrower and any architect ("Architect") engaged to perform services with respect
to the property located in Culver City, California at 12823 West Washington Boulevard, 12813
West Washington Boulevard, 12811 West Washington Boulevard, and 12803-07 West
Washington Boulevard (collectively, the "Site") and those certain plans and specifications
referred to 'therein, and all amendments, modifications, supplements, general conditions and
addenda thereto (collectively, "Architectural Plans") prepared by Architect for the account of
Borrower M connection with the development of certain real property located in the City of
Culver City, County of Los Angeles, State of California more particularly described on Exhibit
"A" attached hereto The Plans, Reports and Data including, without limitation, the Architect's
Agreement and the Architectural Plans, are hereby assigned as collateral secunty for certain
indebtedness of Borrower to the Agency evidenced by that certain Agency Promissory Note
("Note") of even date herewith in the pnncipal amount of $2,400,000 (the "Loan") The Loan is
made pursuant to that certain Disposition and Development Agreement (Weat Culver Lofts)
dated for identification purposes only as of , 2006 entered into between
Borrower and the Agency (the "Agreement") All capitalized terms not defined herein shall have
the meaning set forth in the Agreement For purposes hereof, "Environmental Reports" means
any "Phase r and/or "Phase H" investigations of the Property, and all final reports and test
results (not including drafts) provided by Developer's environmental consultant
Upon the occurrence and during the continuance of a default under the Agreement, the
Note or any other document evidencing the Loan (collectively, the "Loan Documents"), beyond
any applicable notice and cure periods, the Agency shall have the right, but not the obligation at
any time, in its own name or in the name of Borrower, or otherwise, to take such lawful action as
the Agency may at any time or from time to time reasonably determine to be necessary in order
to protect its rights hereunder and under the Loan Documents Further, in the event Borrower
defaults under the Architect's Agreement, Agency may take action to cure such default,
including, without limitation, the protection of Borrower's rights thereunder and with respect to
the Architectural Plans The Agency shall not incur any liability if any action taken by the
Agency or on its behalf in good faith, pursuant to the foregoing sentence, shall prove to be, in
whole or in part inadequate or invalid, and Borrower hereby mdemmfies and agrees to hold the
Agency harmless from and against any and all loss, claim, demand, cost, liability, damage or
expense, including, without limitation, reasonable attorneys' fees and expenses in connection
with any such action or actions, provided that such loss, claim, demand, cost, liability, damage or
expense was not caused by the negligence or willful misconduct of Agency or its employees,
ATTACHMENT NO 12 / 9$agents or representatives Borrower agrees to have each architect engaged to perform services in
connection with the Site execute a Consent in the form attached hereto
Upon a termination of the Agreement resulting from Borrower's default thereunder, prior
to the recording of a Release of Construction Covenants, the Agency may exercise its rights
hereunder and take possession of and title to the Plans, Reports and Data Borrower shall deliver
possession of and title to the Plans, Reports and Data to the Agency within three (3) business
clays following the Agency's request
Borrower and Architect, by executing the Consent to this Assignment, agree that the
Agency does not assume any of Borrower's obligations or duties concerning the Architect's
Agreement and the Architectural Plans, including, but not limited to, the obligation to pay for the
preparation of the Architect's Agreement and the Architectural Plans, until and unless the
Agency shall exercise its nghts hereunder
Borrower hereby represents and warrants to the Agency that no previous assignment of
its interest in the Plans, Reports and Data, including, without limitation, the Architect's
Agreement =lithe Architectural Plans, has been made by Borrower Except for any assignment
to a construction lender for the Project, Borrower agrees not to assign, sell, pledge, transfer,
mortgage or otherwise encumber its interest in the Plans, Reports and Data, including, without
hmitation, the Architect's Agreement and the Architectural Plans, so long as this Assignment is
in effect Agency agrees that in the event a construction lender for the Project requires an
assignment of the rights assigned to Agency herein, Agency will subordinate its rights hereunder
to the construction lender
This Assignment shall be binding upon and inure to the benefit of the heirs, legal
representatives, assigns, or successors in interest of the Borrower and the Agency
[SIGNATURE PAGE FOLLOWS)
An No 12 Assgnmt of Plans, Reports and Data 041706IN WITNESS WHEREOF Borrower has caused this Assignment of Plans, Reports and
Data to be executed as of , 2006
BORROWER
WEST CULVER LOFTS, LLC, a Delaware
limited liability company
By URBAN EQUITY PROPERTIES, LLC, an
Ohio limited liability company, its Managing
Member
By URBAN EQUITY PARTNERS, LLC, a
California hmited liability company, its
Manager and sole Member
By
Name Robert C Little, Jr
Title Member
-3- i 7$—
Art No 12 Assgnmt of Plans Reports and Data 041706CONSENT
The undersigned has prepared the Architectural Plans, and hereby consents to the above
Assignment The undersigned also agrees that in the event of a breach by Borrower of any of the
terms and conditions of the Architect's Agreement or any other agreement entered into with the
undersigned in connection with the Architectural Plans, that so long as Borrower's interest in the
Plans is assigned to the Agency it will give written notice to the Agency of such breach The
Agency shall have sixty (60) days from the receipt of such notice of default to remedy or cure
said default, however, nothing herein shall require the Agency to cure said default, but only
gives it the option to do so
The undersigned also agrees that in the event of default by Borrower under any of the
documents or instruments entered into in connection with said Note, the undersigned, at the
Agency 4 request, shall continue performance under the Architect's Agreement in accordance
with the terms hereof, provided that the undersigned shall be reimbursed m accordance with the
Architedt's Agreement for all services rendered on the Agency's behalf
Dated
ARCHITECT
By Name Title Att No 12 Assgomt of Plans Repons and Data 041706
/EXHIBIT "A"
DESCRIPTION OF THE PROPERTY
PARCEL. A-12 493 W WASELINCETON
Real property in the City of Culver City, County of Los Angeles, State of California, described
as folldvis
LOTS 55,56 AND 57 OF TRACT NO 5951, lN THE CITY OF CUL'VER CITY, AS PER
MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDED OF SAID COUNTY
PAKR*Opy. WASIBINQTON
Real prOpirty Ni the City of Culver City, County of Los Angeles, State of California, described
as follows
LOT 58 AND 59 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED . IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OP SAID COUNTY
APN 4236-021-008
PARI ' pr E pT ki V itt ;$11 W WMIIINGTON ix
Real the City of Culver City, County of Los Angeles, State of California, described
as follows
LOTS 60 AND 61 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 37, PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNT
APN 4236-021-009
PARCEL 1)4203 We WAWINGTON
Real property m the City of Culver City, County of Los Angeles, State of Cahfornia, described
as follows
LOTS 62 AND 63 OF TRACT 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-010
Mt No 12 Assgnmt of Plans, Reports and Data 041706
Exhibit "A" 77ATTACHMENT NO 13
INTERCREDITOR AGREEMENT
[See Attachedl
West Culver Lofts DDA 041706INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT ("Agreement ), dated as this day of
, 2006 is entered into by and between BUILDERS BANK, a banking
corporation ("Bank") and CULVER CITY REDEVELOPMENT AGENCY, a public body,
corporate and politic ("Agency"), with the acknowledgment and consent of WEST CULVER
LOFTS, LLC, a Delaware limited liability company ("Borrower")
RECITALS
A Borrower intends to construct improvements constituting a twenty-four (24) unit
mixed retail/commercial and residential development project with twelve (12) units serving as
Live/Work Units and the remaining twelve (12) serving as Residential Units (the "jaamilou")
located on the real property at 12823, 12813, 12811, and 12803-07 West Washington Boulevard,
Culver City, CA (the " .12=L") The Property and Improvements and the construction thereof are
collectively referred to in this Agreement as the 'Project"
• Bank is making a loan (the "Spnk Loan") to Borrower in an amount not to exceed
Dollars ($ 00) to finance the development and construction of the Project,
pursuant to a Construction Loan Agreement dated as of the date hereof among Bank and Borrower
(the "Bank Loan Agreement") The Bank Loan is secured by, among other things, that certain
Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of the date hereof recorded in the Official Records of Los Angeles County (the "Bank Deed
of Trust") and a security agreement dated as of the date hereof (the "Bank Secunty Agreement")
The Bank Deed of Trust, Bank Security Agreement, and any other instruments or documents which
are recorded in connection with the Bank Loan shall be referred to collectively as the "Bank
Encumbrances" The Bank Encumbrances and any and all notes, loan agreements, and other
documents and instruments executed by Borrower in connection with the Bank Loan, as they shall be
amended from time to time, shall be collectively referred to as the "Bank Loan Documents"
• Agency is making or has made a loan (the "Agency Loan") to Borrower m the amount
of Two Million Four Hundred Thousand Dollars ($2,400 000) The Agency Loan is seemed by,
among other things, a Subordinated Deed of Trust, Fixture Filing and Assignment of Rents (the
"Agency Deed of Trust"), an Assignment of Plans, Reports and Data (the "Assignment") and a
Promissory Note Secured by Deed of Trust (the "Agency Promissory Note") The Agency Deed of
Trust, the Assignment and the Agency Promissory Note, and all documents evidencing or securing or
executed in connection with the Agency Loan, as they shall be amended from time to time with the
Bank's consent (the "Agency Loan Documents"), are at all times to be and remain junior in priority
to the Bank Loan Documents
• Bank and Agency are each relying on the financing provided by the other and by
Borrower to ensure that sufficient funds are available to complete the construction of the Project
Therefore, Agency and Bank agree as follows
ATTACHMENT NO 13 / ?AGREEMENT|109| Recitals The foregoing Recitals are true and correct and are incorporated herein by
this reference as agreements of the parties
2 $ubordmation Agency has subordinated the Agency Loan Documents to the Bank
Loan Documents puzsuant to a Subordination Agreement dated as of the date hereof Agency agrees
to execute, acknowledge (if required) and deliver to Bank such other and further documents as Bank
may reasonably request to effect this subordination Bank consents to Borrower's encumbrance of
the Project by the Agency Loan Documents, mcludmg, without limitation the Agency Deed of Trust
and Declarattoh of Covenants, Conditions and Restrictions ("CC&Rs")
3 Pisbursement Requests by Borrower Prior to the disbursement of any proceeds of
the Bank Loan, Borrower shall simultaneously submit to both Agency and Bank identical copies of a
request for disbursement (the "Draw Begga"), as well as (i) waivers and hen releases for work or
services perfoitned and releases of stop notices and mechanic's hens if applicable, and (n) any items
required by Agency to clear any deficiencies from the previous month's compliance review Each
Draw Request shall be submitted to the Agency for informational purposes only, and not for
Agency's approval Item (n) shall be referred to herein as the "Compliance and should be
forwarded to both the Agency and the Bank The Draw Request shall specify the line item m the cost
breakdown attached to the Bank Loan Documents and attached hereto as Exhibit "A", as it may be
amended from time to time (the "Cost Breakdown"), for which the requested funds will be used and
shall also specify whether the source of such funds is the Agency Loan or the &mit Loan
4 Disbursement of Bank Loan and Agency Loan Bank will disburse the proceeds of
the Bank Loan and other sources held by Bank in accordance with, and subject to the terms and
conditions of, the Bank Loan Documents and this Agreement, and Agency will disburse the proceeds
of the Agency Loan in accordance with, and subject to the terms and conditions of, the Agency Loan
Documents The provisions of this Agreement shall supersede any conflicting provision of the Bank
Loan Documents and the Agency Loan Documents|109| Retention Notwithstanding the foregoing, Bank (as to the Bank Loan) shall retain
percent (___%) of the Bank Loan as more fully set forth in the Bank Loan Agreement
(individually or collectively, the "Retention Funds") which funds are intended to be utilized
pnmanly for the payment of hard construction costs as set forth in the Cost Breakdown Amounts so
retained by Bank shall be disbursed m accordance with the Bank Loan Documents and Section 7
below
6 Funding of Draw Requests Bank shall disburse the proceeds of the Bank Loan in
accordance with the Cost Breakdown attached as Exhibit "A" hereto ("Cost Breakdown") as the
same may be amended from time to tune in accordance with the Agency Loan Documents and the
Bank Loan Documents Bank shall notify Agency and Borrower of approval or disapproval in
writing of each Draw Request within ten ( 10) days after receipt of the Draw Request, using the
"Disbursement/Change Order Approval Notice" attached as Exhibit "B" hereto|109| Change Orders Borrower shall obtain Bank's and Agency's prior written approval of
Att No 13 Int:coxed Agmt 041706 -2-
2 0any construction change order in the individual amount of Twenty Thousand Dollars ($20,000) or
more (or, once the cumulative amount of all Change Orders equals or is greater than Five Percent
(5%) of the construction budget approved by the Bank and the Agency in connection with the
conveyance of the Property to Developer, all Change Orders, regardless of amount), change in the
plans and specifications for the Project or any other item which would require Bank's pnor written
approval pursuant to the Bank Loan Agreement or Agency's prior written approval pursuant to the
Agency Loan Documents (each, a "Change Order" and collectively, "Change Orders") At each
Monthly Meeting (as defined below), Agency and Bank shall cooperate in good faith to agree upon
proposed Change Orders Agency shall have the right, but not the obligation, to cause a
representative to attend each Monthly Meeting If a representative of Agency or Bank attends a
Monthly M g and fails to approve a Change Order proposed at such meeting, or if Borrower
submits ge Order to Agency or Bank other than at a Monthly Meeting, Agency or Bank, as the
case may bp, shall have ten (10) days from receipt of the Change Order to provide the other party
with Agency's or Bank's, as the case may be, approval or disapproval of the Change Order
Approval or disapproval of a Change Order by Agency or Bank shall be made on a
DisbursChige Order Approval Notice If Agency or Bank has not provided its approval or
disapprV1 within the ten (10) days stated above, the Change Order may be deemed by the other
party to be approved by Agency or Bar*, as the case may be, for the purposes of this Agreement
Any deeniedapproval as set forth above shall be for the purposes of this Agreement only, and shall
not satisfy any other approval requuement contained in the Agency Loan Documents or the Bank
Loan Documents If either Agency or Bank, but not both, has provided a written disapproval of a
Change Order within the allotted tune frame and the Agency and Bank cannot resolve such dispute
within two (2) business days of the receipt of the written disapproval, then the dispute resolution
mechanism detailed below shall be employed to resolve the dispute with respect to the proposed
Change Order
8 Resolution of Change Order Disputes If the Bank and Agency cannot resolve a
dispute with respect to the approval or disapproval of all or a portion of a Change Order within the
time frames specified above, then such portion of the Change Order shall not be approved until the
Change Order has been approved by both Bank and Agency or by a consultant/engineer or
construction management firm approved by the Bank and the Agency (the "Acceptable Engineer")
The initial Acceptable Engineer shall be If the Acceptable Engineer approves the
Change Order (or a portion of a Change Order), then the Change Order (or applicable portion) shall
be deemed approved by both the Bank and the Agency and shall be implemented and funded in
accordance with the terms of the applicable loan documents If the Acceptable Engineer fails to
either approve in writing or disapprove in writing any Change Order within ten (10) business days
after the Acceptable Engineer's receipt of such Change Order, together with a complete set of all
supporting materials, then such Acceptable Engineer shall, for the purposes of resolving the dispute
referred to herein, be replaced with a new consultant/engineer or construction management firm
approved by the Bank and the Agency (the "Replacement Engineer") If the Replacement Engineer
approves such Change Order (or a portion of such Change Order), then the Change Order (or the
applicable portion) shall be deemed approved by the Bank and the Agency and shall be implemented
and funded in accordance with the applicable loan documents If the Replacement Engineer fails to
either approve in wnting or disapprove in writing any Change Order within ten (10) business days
after Replacement Engineer's receipt of such Change Order, together with a complete set of all
Att No 13 Intercred Agmt 041706
-3-
2.0 (supporting materials, then such Change Order shall be deemed approved by the Replacement
Engineer and the Bank and Agency and shall be implemented and fiinded in accordance with the
applicable loan documents In considering whether or not to approve a Change Order, the
Acceptable Engineer and the Replacement Engineer, as applicable, shall consider Developer's
agreement to construct the Project in accordance with the plans submitted to the Agency, permits
approved by the City, and the construction budget approved by the Agency If the Acceptable
Engineer or the Replacement Engineer, as applicable, disapproves in writing any portion of any
Change Order within ten (10) business days after its receipt of the same, together with a complete set
of all supporting materials, then the Bank and Agency shall give notice to the Borrower, within five
(5) days of such disapproval, of the items that need to be addressed and the means by which revisions
can pe made to the Change Order (or disapproved portion) in order to obtain the approval of the
same by Bank and/or Agency, as applicable
a) If the Agency approves (or is deemed to have approved) a portion of any
change requested in a Change Order, that portion of the requested change shall be implemented if
and to the extent that the Bank has also approved the disbursement and all other conditions to such
disbursement have been satisfied (or waived by the Bank)
b) The Bank and the Agency need not select the same Acceptable Engineer each
time a Change Order is disapproved by either the Bank or the Agency The selection of an
Acceptable Engineer or a Replacement Engineer by the Bank and the Agency from time to time shall
be binding on the Borrower for all purposes
c) The Borrower shall pay, within ten (10) days after written demand by the Bank
or the Agency, all fees, costs, and expenses charged or incurred by each Acceptable Engineer or
Replacement Engineer selected by the Bank and the Agency|10 9| Special Condition to Disbursement
a) Bank may condition any approval of a Change Order under this Agreement
upon Bank's prior receipt, m a form reasonably acceptable to Bank, of a statement from Agency that
Agency has no knowledge of any condition, event, act or omission which constitutes (or which, upon
notice or the passage of time, would constitute) a breach violation or default of or under any of the
Agency Loan Documents, or that any such breach, violation or default has been unconditionally
waived by Agency At Bank's request, Agency shall use good faith efforts to provide, m writing,
within five (5) business days after Bank's written request, such a statement or the facts constituting
Agency's cause for withholding such a statement
b) Agency may condition any under this Agreement upon Agency's pnor receipt,
in a form reasonably acceptable to Agency, of a statement from Bank that Bank has no knowledge of
any condition, event, act or omission which constitutes (or which, upon notice or the passage of time,
would constitute) a breach, violation or default of or under any of the Bank Loan Documents, or that
any such breach, violation or default has been unconditionally waived by Bank At Agency's
request, Bank shall used good faith efforts to provide, in writing, within five (5) business days after
Agency's written request, such a statement or the facts constituting Bank's cause for withholding
such a statement
Att No 13 Iniercred Agmt 041706
-4-10 Mutual Inspecnqn Unless mutually waived, Agency and Bank will do the following,
until completion of the construction of the Improvements
a) Agency and Bank shall each have the right but not the obligation to inspect the
Project independently of the other and solely in accordance with their respective inspection
requirements, however, upon request of either Agency or Bank, they will both attempt in good faith
to schedule joint inspections
b) The designated construction inspectors acting for Bank and Agency,
respectively, will have the right, but not the obligation, to meet at least monthly on a mutually
schedu n.' s regularly recurring date (the "Monthly Meeting") Agency and Bank may each have
Ins • a the Project during the period between the previous Monthly Meeting and the current
Monthly Meeting There is no intent or obhgation, express or implied, that the findings of Agency's
inspector will accord with the findings of Bank's inspector, or vice-versa
c) The meetings between the inspectors and any other exchange of inspection or
construction information between or among the inspectors, Bank, Agency or any other cOnSultant for
Bank or Agency shall be solely for the benefit of Bank and Agency and not frit the benefit of
Borrower or any third party and shall be solely for information purposes None of the parties hereto
shall be entitled to rely, nor will they in fact rely, upon any site visit, inspection, examination or
construction information provided by the other party or any of the other party's respectiVermspectors
or other consultants, and neither Borrower nor any third party shall be entitled to rely thereon for any
purpose Neither Bank nor Agency is under any duty to visit the Project, or supervise Of observe
construction or examine any books or records Any site visit, observation or exammatien by Bank or
Agency or their respective inspectors shall be solely for the purpose of protecting the respective
security of Bank and Agency Except as expressly provided in this Agreement, neither Bank nor
Agency shall be obligated to disclose to Borrower or any other party or person any report or findings
made as a result of, or in connection with, any site visit, observation or examination
11 Notices All notices, demands, approvals and other communications which are
required to or may be given pursuant to this Agreement shall be m writing and shall be delivered by
personal delivery, overnight courier or registered or certified U S mail, with return receipt requested,
to the appropriate party at its address as follows
If to Agency Culver City Redevelopment Agency
Attention Susan Evans, Assistant Executive Director
9770 Culver Boulevard
Culver City, CA 90232-0507
with a copy to
Leibold, McClendon & Mann, P C
Attention Barbara Zeid Leibold
23422 Miii Creek Dnve, Suite 105
Laguna Hills, CA 92653
Au No 13 Warred As= 041706
-5-
0 3If to Bank
with a copy to
If to Borrower West Culver Lofts, LLC
do Urban Equity Partners, LLC
Attention Robert C Little, Jr
203 Argonne Avenue, B-145
Long Beach, CA 90803
with a copy to
The ICrasnove Law Firm
Attention Edward Krasnove
3838 Carson Street, Suite 210
Torrance, CA 90503
12 Any party may change its address for notice from time to time by written notice to all
other parties If any communication is given by mail it will be deemed to be effective for all
purposes upon the earlier of (a) three (3) days after deposit in the U S Mail postage prepaid, or
(13)
actual receipt, as indicated by the return receipt, or if given by personal delivery or by overnight air
courier, when delivered
13 Assignment This Agreement may be assigned by Agency or Bank, respectively, in
connection with its assignment of its rights in and to its respective Loan Documents and shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns
14 Integration and Amendment This Agreement supersedes all prior discussions,
negotiations, representations and agreements concerning the subject matter hereof and may be
amended only by a writing signed by Bank and Agency
15 Counterparts This Agreement may be signed in counterparts, each of which shall be
deemed an original, and all of which taken together, shall constitute one and the same instrument
16 Intent and Liabibty The Agency and the Bank each acknowledge that the other is
executing this Agreement to facilitate the construction of the Project and each agrees to act in good
faith in connection with the administration of the Agency Loan and the Bank Loan, as applicable
However, neither the Agency nor the Bank shall have any liability whatsoever to Borrower hereunder
and shall have no liability to each other in connection with this Agreement and the performance of
any obligations set forth hereunder unless such party acted m bad faith and in intentional disregard of
the rights of the other party
[SIGNATURE PAGE FOLLOWS]
Att No 13 'rimmed AgEnt 041706
-6-
2.0 Li
,Bank and Agency have executed this Agreement as of the date first set forth above
BANK
BUILDER S BANK
a banking corporation
By
Its
AGENCY
CULVER CITY REDEVELOPMENT AGENCY, a
public body, corporate and politic
By
Its
ATTEST
Agency Secretary
APPROVED AS TO FORM
LEIBOLD, McCLENDON & MANN, P C
Barbara Zeid LeiboId, Special Counsel
(Signature page of Intercreditor Agreement)
Att No 13 Intercred Agmt 0.*1706
2. 05-Borrower's Acknowledgement and Consent
BORROWER
WEST CULVER LOFTS, LLC, a Delaware
limited habihty company
By URBAN EQUITY PROPERTIES, LLC, an
Ohio limited liability company, its Managing
Member
By URBAN EQUITY PARTNERS, LLC, a
California limited liability company, its
Manager and sole Member
Date By
Name Robert C Little, Jr
Title Member
(Signature page of Intercreditor Agreement)
Au No 13 1ntercred Agmt 0111706
2 0 c,Att No 13 Intercred Agmt 041706EXHIBIT "B"
DISBURSEMENT/CHANGE ORDER APPROVAL NOTICE
TO All Interested Parties
FROM
RE Borrower
Project Name
Property Address
This shall serve as the undersigned's notice of (strike one)
O APPROVAL of Disbursement/Change Order No O DISAPPROVAL of Disbursement/Change Order No for the following reasons
By
Name
Title
Dated
An No 13 Intercred A,gmt 041706
Exhibit "Er
20 5EXHIBIT "C"
Contract Compliance Notice
TO All Interested Parties
FROM Culver City Redevelopment Agency (the "Agency")
Re West Culver Lofts
This shall serve as the Agency's notice in accordance with the INTERCREDITOR AGREEMENT
dated as of , 200 between BUILDER'S BANK, a banking corporation
("Bank") and CULVER CITY REDEVELOPMENY AGENCY (the "Agency"), with the
acknow1ec1i t and consent of WEST CULVER LOFTS, LLC, a Delaware himted hability
company (' orrower")
APPROVAL of the Compliance Package submitted with Change Order Request No
made by Borrower
DISAPPROVAL of the Compliance Package submitted with Change Order Request No
Made by Borrower for the following reasons
OUTSTANDING DEFICIENCY ITEMS (to be cleared by the next Change Order Request)
Dated Completed By Name Title
An No 13 Intercred Apra 041706
Exhibit "C"
•
2o 1ATTACHMENT NO 14
SUBORDINATION AGREEMENT
[See Attached]
West Culver Lofts DDA 041706
2/0WHEN RECORDED MAlL TO
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, California 90232-0507
Attn Susan Evans, Assistant Executive Director
(Space Above for Recorder s Use Only)
SUBORDINATION AND INTERCREDITOR AGREEMENT
NOTICE THIS SUBORDINATION AGREEMENT RESULTS IN THE ESTATES IN 'THE
PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF
SOME OTHER OR LATER SECURITY INSTRUMENT
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement")
is executed this day of , 2006, by WEST CUL'VER LOFTS, LLC, a Delaware
limited habihty company ("Borrower"), BUILDERS BANK ("Senior Lender") and CULVER
CITY REDEVELOPMENT AGENCY, a public body, corporate and politic ("Junior Lender")
RECITALS
A Senior Lender is the holder of a Deed of Trust Note in the pnncipal amount of
(the "Senior Note") secured by, among other things, a Deed of Trust,
Assignment of Rents and Lessor's Interest in Leases, Security Agreement., Fmancmg Statement
and Fixture Filing and recorded in the office of the Los Angeles County Recorder as Instrument
No on , 2006, an Assignment of Rents and Lessor's Interest in Leases and
recorded in the office of the Los Angeles County Recorder as Instrument No On
, 2006, various assignment documents and UCC-1 Financing Statements of even date
herewith and related documents (collectively the "Semor Loan Documents"), executed by
Borrower as security for the Semor Note
Junior Lender is the holder of a Note in the principal amount of $2,400,000 (the
"Junior Note") secured by a Deed of Trust, Fixture Filing and Assignment of Rents dated as of
2006 and recorded in the office of the Los Angeles County Recorder as
Instrument No on , 2006 and related documents, including, without
limitation, the Assignment of Plans, Reports and Data (collectively, the "Junior Loan
Documents"), executed by Borrower as security for such Junior Note
C Junior Lender has transferred its interest in certain real property located in Culver
City, California at 12823, 12813, 12811, and 12803-07 Washington Boulevard, as more fully
described on Exhibit A attached hereto and made a part hereof for all purposes, together with all
buildings and improvements located or to be located thereon and other collateral therein
descnbed (all hereinafter collectively referred to as the "Mortgaged Property"), to Borrower
Borrower intends to construct improvements on the Mortgaged Property
constituting a twenty-four (24) unit mixed retail/commercial and residential development project
with twelve (12) units serving as Live/Work Units and the remaining twelve (12) serving as
ATTACHMENT NO 14
/Residential Units (the "Improvements") The Mortgaged Property, the Improvements and the
construction thereof are collectively referred to In this Agreement as the "Project"
Semor Lender and Jumor Lender are each relying on the financing provided by
the other and by Borrower to ensure that sufficient funds are available to complete the
construction of the Project
The Junior Loan Documents are subject and inferior to the Senior Loan
Documents
NOW THEREFORE, in consideration of the mutual consents contained herein and
Senior Lender's approval of the placement of the hen of the Junior Loan Documents on the
Mortgaged Property, Senior Lender, Jumor Lender and Borrower agree as follows
AGREEMENT|109| The foregoing Recitals are true and correct and are incorporated herein by this
reference as agreements of the parties|109| The indebtedness secured by the junior Loan Documents shall be limited to the
sum of the following
(i) The principal amount of the Junior Note in the aggregate amount of
$2,400,000, plus interest
(11) Advances to protect, perfect, preserve or defend the hen of the Junior
Loan Documents, and any other advances consented to by Senior Lender
No other mdebtedness of Borrower and no advances, if made, shall be secured by the hen
of the Junior Loan Documents, unless consented to in advance in writing by Senior Lender
3 Without the reasonable consent of Junior Lender, the Senior Loan Documents will
not be modified (1) to increase the maximum principal amount of the Senior Note by more than
five percent (5%) of the original principal amount of the Senior Note (other than advances made
pursuant to the Senior Note to protect the hens on the Mortgaged Property including advances
for unpaid taxes, insurance premiums or emergency repairs), (n) to increase the interest rate from
the rate included in the Senior Loan Documents, or (m) to decrease the term of the Semor Loan
(except as otherwise set forth in the Senior Loan Documents)
No other indebtedness of Borrower and no advances, if made, shall be secured by the lien
of the Senior Loan Documents, unless consented to in advance in writing by Junior Lender, such
consent not to be unreasonably withheld For purposes of this Section, a change order approved
by Junior Lender pursuant to the Intercreditor Agreement (as hereinafter defined) shall constitute
a consent by Junior Lender|109| Senior Lender consents to Borrower's encumbrance of the Project by the Junior
than Documents, and the Declaration of Covenants, Conditions and Restrictions recorded in the
office of the Los Angeles County Recorder as Instrument No on , 2006 (the|1010|Au No 14 Subordination Agt 041706
/
tootoo t o „,"CC&Rs") Junior Lender may not amend, modify, consolidate, extend or alter the Junior Loan
Documents without the prior written consent of Senior Lender
5 Concurrently herewith, Senior Lender and Junior Lender are entering into that
certain Intercreditor Agreement of even date herewith ("Intererechtor Agreement' ), which
governs certain disbursement and other matters as between the Senior Lender and Junior Lender
with respect to the Senior Loan Documents and Junior Loan Documents, respectively
6 Junior Lender shall send true copies of all default or acceleration notices, or of
notices of the commencement of any enforcement action or proceeding under the Junior Loan
Documents, and of all papers served or entered in any such action or proceeding, to Senior
Lender in the manner for notices specified in Section 18 below, contemporaneously with sending
or serving the same to or on Borrower or entering the same in such action or proceeding,
provided, however, the Junior Lender's failure to deliver such a notice to Senior Lender shall not
in any manner prevent the Junior Lender from exercising any rights or remedies under the Junior
Loan Documents, including, but not limited to, pursuing a judicial or nonjudicial foreclosure
upon the Mortgaged Property If a default shall occur beyond applicable grace penods under the
Junior Loan Documents, Senior Lender shall have the ability, but not the obligation, to cure such
default within applicable cure periods together with an additional ten (10) day penod following
the expiration of such cure periods to prepay the outstanding amount of the Junior Note If
Junior Lender effects a judicial or nonjudicial foreclosure or otherwise acquires the Mortgaged
Property, upon the cure of any default under the Senior Loan Documents (if any) and the
payment of all of Senior Lender's related fees, costs and expenses, Junior Lender may assume
the Senior Loan Documents under the same terms and conditions without acceleration of any
amounts outstanding
7 Senior Lender shall send true copies of all default or acceleration notices, or of
notices of the commencement of any enforcement action or proceeding under the Senior Loan
Documents, and of all papers served or entered in any such action or proceeding, to Junior
Lender in the manner for notices specified in Section 18 below, contemporaneously with sending
or serving the same to or on Borrower or entering the same in such action or proceeding,
provided, however, the Senior Lender's failure to deliver such a notice to Junior Lender shall not
in any manner prevent the Semor Lender from exercising any rights or remedies under the Senior
Loan Documents, including, but not limited to, pursuing a judicial or nonjudicial foreclosure
upon the Mortgaged Property If a default shall occur beyond applicable grace periods under the
Senior Loan Documents, Junior Lender shall have the abihty, but not the obligation, to cure such
default within applicable cure periods If Junior Lender so elects, it shall have an additional ten
(10) day period following the expiration of such cure periods to prepay the outstanding amount
of the Senior Note
8 Notwithstanding the respective order or priority of recording or the perfection of
hens, security interests, mortgages and rights granted to and held by Senior Lender and Junior
Lender as collateral security for Borrower's respective obligations to them, the hens, security
mterests, mortgages and rights in the Mortgaged Property granted to Senior Lender pursuant to
the Senior Loan Documents shall be superior and prior to any hens, security interests and rights
that Junior Lender has or may acquire in the Mortgaged Property or any other assets of
Borrower Senior Lender and Junior Lender desire and intend that Senior Lender shall receive a
hen position in all of the Mortgaged Property superior and prior to that of Junior Lender Upon|1010|AU No 14 Subordination Agt 041706
2/3any payment or distribution of assets of Borrower of any kind or character (including without
hmitation, of cash, accounts, accounts receivable, real property or personal property of
Borrower) relating to the Mortgage resulting from any dissolution or winding up or total or
partial liquidation or reorganization of the Borrower (whether in bankruptcy or similar
proceedings) or from any other disposition of all or any part of the Mortgaged Property, then and
in such event (a) any indebtedness evidenced by the Senior Loan Documents shall first be paid
in full, or payment thereof provided for, before any payment is made on account of the Junior
Note, and (b) any payment or distribution of assets of Borrower of any kind or character,
whether in cash or property, to which Junior Lender would be entitled, except for the provisions
of this Section, shall be paid by Borrower or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution directly to Senior Lender to
the extent necessary to pay all indebtedness due Senior Lender under the Seruor Loan
Documents in full before any payment or distribution is made to Jumor Lender
9 Should a default under the Senior Loan Documents occur, Senior Lender may
proceed, in its sole discretion, against Borrower and/or the Mortgaged Property or any other
assets of Borrower or any other collateral, subject to any dunes to Junior Lender set forth herein
Junior Lender acknowledges that Senior Lender has valid, perfected and enforceable hens,
security interests and rights in the Mortgaged Property which are prior and superior to the hens,
security interests and rights of Junior Lender in the Mortgaged Property or any other assets of
Borrower Jutuor Lender also acknowledges that, except as set forth in the Junior Loan
Documents, it does not have now, nor will it take or receive m the future any hens, security
interests, mortgages or nghts in or to any assets of Borrower or any subsidiary or affiliate of
Borrower Should Borrower default in any obligation or agreement with Semor Lender, as a
result of which Senior Lender, in its sole discretion, shall elect to declare such default or
commence action against Borrower or the Mortgaged Property, or any other assets of Borrower
or any other collateral, Junior Lender shall not take any action to enforce its hens in the
Mortgaged Property or any other assets of Borrower or any subsidiary or affiliate of Borrower or
their assets (including without limitation, the commencement of any suit or other legal
proceeding, any notification of account debtors, attachment, seizure, garnishment, levy or other
action against Borrower or the Collateral to Junior Lender) until all of the indebtedness
evidenced by the Senior Loan Documents has been paid in full, except as a party to any
foreclosure brought by Semor Lender
Junior Lender assumes all responsibility for keeping itself informed as to the condition
(financial or otherwise) of the Borrower, the condition of the Property and all other collateral and
other circumstances, and Lender shall have no duty whatsoever to obtain, advise or deliver
information or documents to Junior Lender relative to such condition, business, assets and/or
operations
10 Semor Lender agrees that it shall not complete a foreclosure sale of the
Mortgaged Property unless and until Junior Lender has first been given forty five (45) days'
prior written notice of the default(s) or Event(s) of Default giving rise to Senior Lender's right to
complete such foreclosure, and Junior Lender's right to cure such foreclosure, and Junior Lender
has failed, within such forty five (45) day period to cure such default(s) or Event(s) of Default
Following a notice from the Senior Lender to the Junior Lender that a default or breach exists
under the terms of any of the Semor Loan Documents, Junior Lender shall have the right, but not
the obligation, to cure the subject defaults within forty five (45)days after such nonce from the|1010|AU No 14 Subordination Agt 041706
2/Senior Lender to the Borrower ("Cure Period"), provided that the Senior Lender shall have the
right to cause to be recorded a notice of default under the Senior Loan Documents during the
aforesaid Cure Period and/or obtain a court appointed receiver If a cure is completed within the
Cure Period, the Semor Lender will rescind such nonce of default after reimbursement by Junior
Lender of all costs of filing said notice including, without limitation, reasonable attorneys' fees,
trustee fees and filing fees, or costs of obtaining a receiver including, without limitation, and
court costs If cure Is timely effectuated by the Junior Lender as provided above, Senior Lender
will accept such cute by Junior Lender with the same force and effect as though such cure had
been effectuated by Borrower Prior to any cure by Junior Lender, Junior Lender may purchase
the Mortgaged Property from the Borrower and, upon the cure of any default under the Senior
Loan Documents and payment of the fees and cost set forth in this section, assume the Senior
Loan Documents under the same terms and conditions without acceleration of any amounts
outstandmg The Senior Lender agrees that following the timely cure by Junior Lender of any
default or breach under the terms of any of the Senior Loan Documents and payment of the fees
and costs set forth in this section the Senior Lender will not cause an acceleration (or will cause
a deacceleration) of the indebtedness or other obligations of the Borrower under the Senior Loan
Documents by reason of the default or breach which has been cured by Junior Lender, provided,
however, nothing herein shall be construed to waive or limit any of the Senior Lender's nghts or
remedies as to any uncured default or breach under the terms of any of the Senior Loan
Documents
The provisions of the foregoing paragraph are not mtended to limit, waive, modify or
replace those provisions of law pertaining to notice and cure rights of junior lenders including,
without limitation, those set forth in California Civil Code Sections 2924b and 2924c
11 Subject to the terms and conditions of this Agreement, Junior Lender shall also
have the right, by written notice (the "Purchase Notice") delivered to Senior Lender by Junior
Lender at any time during, but prior to the expiration of, the Cure Penod, to purchase from
Senior Lender the Senior Loan Documents If Jumor Lender timely exercises the option granted
pursuant to the immediately preceding sentence, then, on the date which is fifteen (15) days after
the delivery of the Purchase Notice ("Closmg Date"), Senior Lender shall sell to Junior Lender,
without recourse or warranty of any kind, express or implied, and Junior Lender shall purchase,
all of Senior Lender's right, title and interest in, to and under the Senior Loan Documents, for an
amount equal to the Purchase Price, payable by Junior Lender to Senior Lender on the Closing
Date by wire transfer of immediately available funds and lawful monies of the United States of
America The "Purchase Price" payable by Junior Lender to Senior Lender shall be an amount
equal to (a) the principal amount of all sums outstanding under the Senior Loan Documents, plus
(b) all accrued and unpaid interest under the Senior Loan Documents, plus (c) all accrued and
unpaid letter of credit fees and other fees payable to Senior Lender under the Senior Loan
Documents, plus (d) all real estate taxes and assessments, utility charges, operating costs and
other amounts advanced by Senior Lender under the Senior Loan Documents to protect the
secunty afforded by the Senior Loan Documents, plus (e) all out-of-pocket fees, costs and
expenses owing by Borrower to Senior Lender under the Senior Loan Documents, plus (f) all
out-of-pocket fees, costs, and expenses reasonably incurred by Semor Lender in effectuating the
sale of the Senior Loan Documents to the Junior Lender pursuant to this Agreement
12 With regard to the priority of the Senior Loan Documents, this Agreement shall
be the sole and only agreement with regard to the subordination of the hen or charge of the|1010|Au No 14 Subordination Ast 041706
2/S--Junior Loan Documents to the hen or charge of the Senior Loan Documents and shall supersede
and cancel any prior agreements as to such subordination
13 In addition to the subordination of the Junior Loan Documents provided for
herein, Junior Lender agrees that with respect to any inconsistencies between the obligations of
Borrower under the Senior Loan Documents and the obligations under the Junior Loan
Documents, including, without limitation, any inconsistency with respect to the collection and
payment of any tax and insurance escrows, payment of casualty proceeds or payment of
condemnation proceeds, the terms of the Senior Loan Documents shall control
14 Within ten (10) days after request from Senior Lender, Junior Lender shall
execute and deliver to Senior Lender an estoppel certificate stating (1) the outstanding principal
balanceitf the Junior Loan and any accrued but unpaid interest thereof, (u) the date to which
interest and principal has been paid, (m) that the Junior Loan Documents and the Junior Note
have not been modified or amended, except as specified therein, and (iv) whether a notice of
default has been sent under the Junior Loan Documents or the Junior Note, which default
remains uncured
Within ten (10) days after request from Junior Lender, Senior Lender shall execute and
deliver to Jumor Lender an estoppel certificate stating (i) the outstanding principal balance of the
Senior Loan and any accrued but unpaid interest thereof, (u) the date to which interest and
principal has been paid, (m) that the Senior Loan Documents and the Senior Note have not been
modified or amended, except as specified therein, and (iv) whether a notice of default has been
sent under the Senior Loan Documents or the Senior Note, which default remains uncured
15 The terms and conditions of this Agreement and the benefits thereof shall
automatically run m favor of Senior Lender and its successors in connection with any refinancing
of all or any portion of the indebtedness evidenced by the Senior Loan Documents, without the
need for any further documentation or agreement To the extent requested by Senior Lender or
any successor thereof, Junior Lender shall provide to Senior Lender and such successor an
agreement in form and substance reasonably satisfactory to Senior Lender and such successor
affirming the terms of this paragraph Failure of Junior Lender to promptly execute and deliver
such agreement shall in no way affect the rights granted herein to such successor
16 The provisions of this Agreement shall bind and inure to the benefit of the
successors and assigns of the parties hereto Upon payment to Senior Lender or any successor
who refinances the debt evidenced by the Senior Loan Documents, or upon payment to Junior
Lender of the outstanding indebtedness under the Junior Loan Documents, the restrictions and
obligations of this Agreement pertaining to Junior Lender and Senior Lender shall no longer be
applicable and this Agreement shall terminate
17 In the event of any conflict between the provisions of this Agreement and any
other provisions of the Junior Loan Documents and the Senior Loan Documents, the provisions
of this Agreement shall take priority and shall control and apply
Alt No 14 Subordination Ast 04170618 This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California The invalidity, illegality or unenforceabihty of any
provision of this Agreement shall not affect or impair the validity, legality or enforceability of
the remainder of this Agreement, and to this end, the provisions of this Agreement are declared
to be severable This Agreement may be executed in counterparts, contain more than one
counterpart of the signature page, and be executed by the affixing of the signatures of each of the
parties to one or more of such counterpart signature pages All of such counterpart signature
pages shall be read as though one, and they shall have the same force and effect as though all of
the signers had signed a single signature page This Agreement is intended as the final expression
of the agreement between the parties hereto All pnor discussions, negotiations and agreements
are of no further force and effect This Agreement can be modified only in Writing executed by
all parties This Agreement shall in all respects be a continuing agreement and shall remain m
full force and effect notwithstanding, without limitation, the dissolution of any party hereto
19 All notices and demands given pursuant to the terms hereof shall be given in
wnting delivered in person, by commercial couner, or by registered or certified mail, return
receipt requested, with all postage and fees fully prepaid Notices shall be considered delivered
upon receipt, as indicated by the return receipt if mailed, except that, upon an attempt to
effectuate service of notice as provided herein, if the party being given notice either (a) refuses to
accept delivery, or (b) has moved and the most recent address given to receive notice has no
current registered forwarding address or a registered forwarding address only to a post office or
other box, that party shall be deemed to have received the notice Notices shall be addressed as
appears below for the respective parties
If to Senior Lender
with a copy to
West Culver Lofts, LLC
do Urban Equity Partners, LLC
Attention Robert C Little, Jr
203 Argonne Avenue, B-145
Long Beach, CA 90803
The Krasnove Law Firm
Attention Edward Krasnove
3838 Carson Street, Suite 210
Torrance, CA 90503
If to Borrower
with a copy to
If to Junior Lender Culver City Redevelopment Agency
Attention Susan Evans, Assistant Executive Director
9770 Culver Boulevard
Culver City, CA 90232-0507
with a copy to Leibold, McClendon & Mann, P C
Attention Barbara Zeid Leibold|1010|Au No 14 Subordination Agt 041706
II 723422 Mill Creek Drive, Suite 105
Laguna Hills, CA 92653
The address(es) for service of notice on either party may be changed by that party serving
a notice upon the other of the new address, except that any change of address to a post
office box shall not be effective unless a street address is also specified for use in
effectuating personal service
20 In the even any legal action is commenced by any party hereto concerning this
Agreement or the rights and duties hereunder of any party hereto, whether such action be an
action for damages, or for equitable or declaratory relief, the prevailing party in such litigation
shall be entitled to, in addition to all other relief as may be granted by the court, reasonable sums
as and for attorneys' fees in an amount to be set by the court
21 Each person executing this Agreement on behalf of a party hereto represents and
warrants that such person is duly and validly authorized to do so on behalf of such party with full
right and authority to execute this Agreement and to bind such party with respect to all of its
obligations hereunder
[SIGNATURE PAGE FOLLOWS]|1010|Att No 14 Subordination Agt 041706
21&'IN WITNESS WHEREOF, this Agreement has been executed by Borrower the day and
year first above written
WEST CULVER LOFTS, LLC, a Delaware
limited liability company
By URBAN EQUITY PROPERTIES, LLC, an
Ohio limited hability company, its Managing
Member
By URBAN EQUITY PARTNERS, LLC, a
Cahfornia limited liability company, its
Manager and sole Member
By
Name Robert C Little, Jr
Title Member
IN WITNESS WHEREOF, this Agreement has been executed by Jutuor Lender the day
and year first above written
CULVER CITY REDEVELOPMENT
AGENCY,
a public body, corporate and politic
By
Its
A rIEST
Agency Secretary
APPROVED AS TO FORM
LE1BOLD, McCLENDON & MANN, P C
Barbara Zeid Leibold, Special Counsel
IN WITNESS WHEREOF, this Agreement has been executed by Semor Lender the day
and year first above written|10 10|An No 14 Subbrdination Agt 041706
21710
Mt No 14 Subordination Agt 041706
2.2 0STATE OF CALIFORNIA
) SS
COUNTY OF LOS ANGELES
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that , the of
West Culver Lofts, LLC, a Delaware limited liability company, personally known to me to be the
same person whose name is subscribed to the foregoing instrument as such managing member,
appeared before me this day in person and acknowledged that he signed and delivered the said
instrument as his own free and voluntary act, and as the free and voluntary act Of said limited
partnerihip, fOr the uses and purposes therein set forth
GIVEN under my hand and notanal seal, this day of , 2006
NOTARY PUBLIC
(SEAL)
My commission expires Att No 14 Subordination Agt 041706STATE OF CALIFORNIA
)
) SS
COUNTY OF LOS ANGELES )
1, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that , the of Culver
City Redevelopment Agency, a public body, corporate and politic, personally known to me to be
the same person whose name is subscribed to the foregoing instrument as such managing
member, appeared 'before me this day in person and acknowledged that he signed and delivered
the saki instrument as his own free and voluntary act, and as the free and voluntary act of said
limited partnership, for the uses and purposes therein set forth
GIVEN under my hand and notarial seal, this day of .2006
NOTARY PUBLIC
(SEAL)
My commission expires 12
Alt No 14 Subordination Agt 041706STATE OF ILLINOIS
COUNTY OF COOK
the undersigned, a Notary Public m and for said County, in the State aforesaid, DO
HEREBY CERTIFY that , a of Builders Bank, a , personally
known to me to be the same person whose name is subscribed to the foregoing instrument as
such managing member, appeared before me this day in person and acknowledged that he signed
and delivered the said instrument as his own free and voluntary act, and as the free and voluntary
act of said limited partnership, for the uses and purposes therein set forth
GIVEN under my hand and notarial seal, this day of , 2006
NOTARY PUBLIC
(SEAL)
My commission expires 13
Au No 14 Subordination Agt 041706
22.3EXHIBIT A
Legal Description
PARCEL A-128,23 W WASHIWTON
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows
LOTS 55,56 AND 57 OF TRACT NO 5951, IN THE CITY
OF CULVER CITY, AS PER
MAP RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDED OF SAID COUNTY
PARC% B-,1241.3 W WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows
LOT 58 AND 59 OF TRACT NO 5951, IN THE CITY OF CUL'VER CITY, AS PER MAP
RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-008
PARCEL C-12811 W. WASHINGTON
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows
LOTS 60 AND 61 OF TRACT NO 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 37, PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-009
PARCEL D-1203 W WASHINGTON
Real property in the City of Culver City, County
of Los Angeles, State of California, described
as follows
LOTS 62 AND 63 OF TRACT 5951, IN THE CITY OF CULVER CITY, AS PER MAP
RECORDED IN BOOK 77 PAGE 72 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
APN 4236-021-010
14
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7-- -2.• ("(ATTACtifil
r
ittr Al
o
RESOLUTION NO 2006-A-
-
A RESOLUTION OF THE CULVER CITY REDEVELOPMENT
AGENCY APPROVING THAT CERTAIN DISPOSITION AND
DEVELOPMENT AGREEMENT BY AND BETWEEN THE
CULVER CITY REDEVELOPMENT AGENCY AND WEST
CULVER LOFTS, LLC
WHEREAS, the Culver City Redevelopment Agency ("Agency") is engaged in
activities necessary to execute and implement the Redevelopment Plan for the West
Washington area of Component Area No 4 of the Culver City Redevelopment Project
("RedevelOpment Project Area"), and
WHEREAS, in order to implement the Redevelopment Plan for the
Redevelopment Project Area, the Agency proposes to sell the real property, comprised of
four (4) parcels (the "Property") located at 12803 — 12823 West Washington Boulevard
known as Assessor's Parcel Numbers 4236-021-007, 4236-021-008, 4236-021-009, and
4236-021-010, pursuant to the terms and provisions of a certain Disposition and
Development Agreement ("Agreement") by and between the Agency and West Culver
Lofts, LLC ("Developer"), and
WHEREAS, the proposed Agreement contains all the provisions, terms,
conditions and obligations required by state and local law, and
WHEREAS, the Agency has prepared, and the City Council has reviewed
and considered, a summary report setting forth the cost of the Agreement to the Agency,
including the sale of the Property to the Developer, and has made said summary report
available for public inspection in accordance with Section 33433 of the California
Community Redevelopment Law (Health and Safety Code Sections 33000 et seq ), and|1010101010101010 10
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28WHEREAS, pursuant to provisions of the California Community
Redevelopment Law, the Agency and the City Council have noticed and held a duly
noticed joint public hearing on the proposed Agreement, and
WHEREAS, in accordance with the California Environmental Quality Act
(California Public Resources Code Section 21000 et seq "CEQA"), the State CEQA
Guidelines (Title 14, California Code of Regulations Section 15000 et seq ), and
procedures adopted by the City and the Agency relating to environmental evaluation of
public arid private projects, the City Planning Commission adopted a Mitigated Negative
Declaration on February 22, 2006 which identifies and analyzes the potential
environmental impacts associated with the proposed development, and
WHEREAS, the City Council has considered all terms and conditions of the
proposed Agreement, and has determined that the sale of the Property pursuant to the
proposed Agreement is in the best interests of the City and in accord with the public
purposes and provisions of applicable state and local laws
NOW, THEREFORE, THE CULVER CITY REDEVELOPMENT AGENCY
DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS|109| The Agency hereby finds and determines that the sale of the Property,
pursuant to the Agreement between the Agency and Developer, will assist in the
elimination of blight and is necessary to effectuate the purposes of the Redevelopment
Plan for the reasons set forth in the summary report|109| The Agency hereby finds and determines that the consideration to be
paid by the Developer in accordance with the terms and conditions of the Agreement is not
less than the fair market value of the Property
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J.,3 The Agency hereby finds and determines that sale of the Property, in
accordance with the terms and provisions of the Agreement, complies with the
Implementation Plan adopted for this Redevelopment Project Area pursuant to Section
33490 of the California Health and Safety Code|109| The Agency hereby finds and determines that the Mitigated Negative
Declaration adopted by the Planning Commission on February 22, 2006 satisfies the
requirements under CEQA and that no additional environmental analysis is required in
connection with the proposed sale and development of the Property|109| The Agency hereby authorizes the Assistant Executive Director or her
designee to execute the Agreement, issue interpretations, waive provisions, enter into
amendments on behalf of the Agency, and to sign all documents and instruments
necessary to implement and carry out this Agreement on behalf of the Agency in such form
as is reasonably acceptable to the Assistant Executive Director
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286 The Agency Secretary shall certify to the passage and adoption of this
resolution and the same shall thereupon take effect and be in force
APPROVED AND ADOPTED this day of , 2006
Chair, Culver City Redevelopment Agency
ATTEST
Vida Floyd, Secretary
Culver City Redevelopment Agency
APPROVED AS TO FORM
Agency Counsel
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28ATTACHMENT 7
RESOLUTION NO 2006-P005
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF
APPROVING SITE PLAN REVIEW, SPR
UCTJON OF A TWENTY FOUR •(24)
E (12) LIVE/WORK AND TWELVE (12)
ROV CI TENTATIVE TRACT MAP, TIM
r14/0 65473), TO surabWite THE
PROPERTY INTO CONDOIIAINtUM UNITS IN THE GENERAL C EROIAL
(CG), COMMERCIAL SET OVERLAY (CSO) AND RED 4 'OPMENT
PROJECT AREA OVERLA ) ZONES AT 12801 TI4ROU3H 12823
WASHINGTON BOULEVARD
CULVER CITY, CALIFORN
P-2006012 FOR THE CO
CONDOMINIUM UNITS
RESIDENTIAL LOFTS] ANA
P-2005t $14 (TENTATIVE TRW M
(Site Plan Review, SPR P-2005012)
and
(Tentative Tract Map No 65473, TTM P-2005014)
WHEREAS, on January 10, 2006, Urban Equity Partners, LLC, as the pending
property owner of the site bound by Meier Street, Washington Boulevard, Moore Street and a
public alley adjoining the north property line [within the city limits of Los Angeles], filed a
complete Site Plan Review application and a Tentative Tract Map application to demolish the
subject site and construct a three (3) story 38,067 + gross square foot (GSF) structure with
twenty four (24) condominium units D e, twelve (12) live work and twelve (12) residential
lofts] with 57 covered parking spaces The subject site is addressed as 12801 through
12823 Washington Boulevard, being Lots 55 through 63 of Tract No 5951, in the General
Commercial (CG), Commercial Setback Overlay (CSO) and Redevelopment Project Area
Overlay (RP) Zones, and
WHEREAS, on February 22, 2006, the Planning Commission conducted a duly
noticed public heanng on these applications, fully considenng the site plan review
application, the tentative tract map application, the Mitigated Negative Declaration finding|1010101010101010 10
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2006-P005 Page 1Di|1010101010101010 10
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under the California Environmental Quality Act, the preliminary development plans, the staff
report with attachments, and all testimony presented, and
WHEREAS, following conclusion of the public discussion and thorough deliberation of
the subject matter, the Planning Commission determined by a vote of 5 to 0 that the project
would not result in significant adverse environmental impacts, that a Mitigated Negative
Declaration finding was appropnate and that Site Plan Review, SPR P-2005007, should be
conditionally approved and Tentative Tract Map No 65473, TIM P-2005014 should be
conditionally approved and recommended to the City Council for approva) OS Set forth herein
below
NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF CULVER
CITY, CALIFORNIA, RESOLVES AS FOLLOWS
SECTION 1 Pursuant to the foregoing recitations and the provisions of Culver City
Municipal Code (CCMC) Title 17, Section 17 540 020, Findings and Decision, required
findings for a site plan review, and CCMC Title 15, Section 15 10 265, required findings for a
tentative tract map and subject to the Conditions of Approval herein, the following findings
are hereby made
Site Plan Review, SPR P-2005012
A. The general layout of the project, including orientation and location of buildings,
open space, vehicular and pedestrian access and circulation, parking and
loading facilities, building setbacks and heights, and other improvements on the
site, is consistent with the purpose and intent of this Chapter, the requirements
of the zoning district in which the site is located, and with all applicable
development standards and design guidelines
The project is designed to harmonize with existing conforming and potential new land
uses in the area The layout and design of the project shall provide the appropnate
setbacks required by the General Commercial (CG) Zone, especially since the
majonty of the structure provides the zero setback onginally contemplated along the
Commercial Setback Overlay (CSO) Zone frontage along Washington Boulevard The
Page 2 2.3 ci 2006-P005massing of the structure and the parking within the structure shall be built at or below
the Zoning Code height limit All setback areas shall be landscaped where available
and extensive landscaping and decorative hardscaping used throughout the site shall
further enhance the overall aesthetics of the project site Mechanical and storage
facilities shall be screened through a combination of decorative concrete walls and
landscaping The site design, with its landscaping and required conditions of
approval, shall provide a safe and desirable environment for users of the site while
minimizing impacts to surrounding areas As outlined in the preliminary development
plans; the onsite and offsite circulation patterns along Meier Street and Moore Street
and the improvements provide for ingress and egress patterns along these
surrounding streets shall not result in negative impacts The surfe parking lots are
also dasigned to provide ample parking for the uses on the site thus not affecting
adjacent areas
The architectural design of the structure(s) and their materials and colors are
compatible with the scale and character of surrounding development and other
improvOnients on the site and are consistent with the purpose and Intent of this
Chapter, the requirements of the Zoning district in which the site is located, and
with all applicable development standards and design guidelines
The project's design is compatible with all zoning code architectural standards for
residential and live/work units, and with the character of adjacent conforming
developments The proposed extenor facade of the building will include a mixture of
pnmary materials [i e, stucco, glass and metal] and colors as well as provide a
vanation in building setbacks and heights while insunng the required four (4) sided
architectural treatment These features, combined with the modulated building
design, provides for a building massing harmonious with the surrounding
neighborhood The proposed architecture will then complement the surrounding
cornmercial buildings along Washington Boulevard whose exterior finishes are
compatible to the proposed facade The combination of building matenals will provide
contrast to the site while providing a design that is in keeping with the surrounding
retail, office and residential uses The development will be three (3) levels and will be
comparable to existing buildings and business developments Proper screening of
mechanical equipment and on-site lighting will be designed to complement the site's
architectural design while ensunng they do not obtrude onto adjacent properties
Overall, the architectural design of the project ensures the harmonious appearance of
the site and surrounding buildings and is consistent with the development standards
for the General Commercial (CG) Zone
C The landscaping, including the location, type, size, color, texture, and coverage
of plant materials, provisions for irrigation, and protection of landscape
elements has been designed been designed to create visual relief, complement
structures, and provide an attractive environment and is consistent with the
purpose and intent of this Chapter, the requirements of the zoning district in
which the site is located, and with all applicable development standards and
design guidelines
Page 3 2 zt 2006-P005The projects proposed landscaping is compatible with all applicable zoning code
regulations, it will complement the residential and live/work nature of the building and
parking area, insure visual relief for adjacent properties and public nght-of-way, soften
the massing of the building, soften/screen the proposed parking area, and will provide
an attractive, enjoyable environment fdr both the future residents and visitors of the
building, and the general public 1111SW111 be achieved through a combination of on-site
trees and landscaping along witit City required street trees The proposed landscape
plan shall also enhance and soften the *tenor view of the site Decorative hardscape
shall be provided within the entry area and elsewhere along the exterior of the new
building Overall, the landscaping ISVasigried to conform to City standards, conserve
energy, and reduce heat-gain from tavAid areas Accent planting, signage and lighting
will also be installed and shall etihivie both the pedestnan pathway servicing the site
as well as the building extenor alone all three (3) street frontages and the alley along
the northerly edge of the site
The design and layout of the project will not interfere with the use and
enjoyment of neighboring exis or future development will not result in
vehleidar or pedestrian hazards, and will be in the best interest of the public
health, safely, and general welfare
The proposed project is in the best interest of the public health, safety and general
welfare The proposed residential and live/work project is consistent with the General
Plan General Comdor land use designation that encourages such live/work
commercial/residential opportunities The project is also consistent with several
General Plan Land Use objectives and policies, especially within the Western (Culver-
West and McLaughlin] Sub-Area It facilitates Objective 24 r Protect and enhance
residential and business uses within the Western Sub-Area I and Policy 24 B r
Strengthen the commercial character of West Washington Boulevard west of the San
Diego Freeway (1-405) by ensunng that any proposed residential development be
designed in such a manner to complement the vitality of a commercial corridor 1
The project is also in conformance with the CG, CSO and RP zone applicable CCMC
development standards This project is anticipated to encourage new business
opportunities and expand the City's economic base Such business opportunities add
to the economic vitality that serves the community and protects the quality of life The
new project is also intended to continue to increase business revenues in the City,
thereby improving the economic status of the City and contnbuting to the reversal of
sale tax leakage, thereby also contnbuting to the improvement of this part of Culver
City With City approval of the Site Plan Review and Tentative Tract Map applications,
the project shall be consistent with the objectives of the General Plan and in
conformity with the Culver City Municipal Code including the Zoning Code
The existing or proposed public facilities necessary to accommodate the
proposed project (e g, fire protection devices, parkways, public utilities,
sewers, sidewalks, storm drains, street lights, traffic control devices, and the
width and pavement of adjoining streets and alleys) will be available to serve
the subject site
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Page 4 2( 2006-P005The existing and proposed public service facilities necessary to accommodate the
project such as the width and pavement along Meier Street, Washington Boulevard,
Moore Street and the adjoining public alley, the new driveways along Meier Street and
Moore Street, public improvements [le, sewers, storm drains, sidewalks, street lights,
street trees], fire protection devices, and public utilities currently are provided for or
shall be adequately provided fOr as part of the conditions of approval set forth herein
during the plan check and
construction portion of the project and shall be confirmed by
the City departments that reviewed the project dunng the interdepartmental review
and building permit process
The proposed project is consistent with the General Plan and any applicable
specific 1Ian
The proposed project is consistent with the "General Corridor General Plan Land Use
Element designation in that its design and massing can be characterized as a medium
scaled commercial use (as called for in the General Plan) Its proposed street level
retail uses are anticipated to encourage a pedestnan fnendly environment By
bringing in new retail type related uses, the project will be consistent with objectives of
the General Plan Land Use Element that calls for encouragement of commercial uses
along commercial designated corndors The new design with its vertical and
horizontal design elements, building matenals, balcony design is intended to improve
the visual quality and pedestnan environment of the immediate area Accordingly, the
project site will revitalize the character and economy of the subject site By providing
new live/work and residential uses, the project will foster business and residential
growth in the area and potentially increase City revenues through new business
establishments that will serve the local and regional community These project
findings are also consistent with the Redevelopment Plan for Component Project Area
No 4
Tentative Tract Map No 65473, TTM P-2005014
A The proposed map is consistent with the General Plan
The proposed tentative tract map is consistent with the General Plan Land Use and
Housing Elements in that the proposed twenty four (24) condominium units shall
provide new residential and live/work opportunities within a small-scale development
on an underdeveloped lot
B The design of the proposed subdivision is consistent with the General Plan
The design of the proposed subdivision is consistent with the General Plan Land Use
Element in that the proposed hvelwork development is consistent with the objectives
of the General Plan General Comdor land use designation that encourages live/work
opportunities
Page 5 2-Y 2- 2006-P005
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29The site is physically suitable for the type of development.
The site is physically suitable for the proposed live/work development in that the
project complies with all zoning standards The proposed structure has met all
applicable setback, height and parking requirements
D The site is physically suitable for the proposed density of development
The site is physically suitable forthe proposed twenty four (24) live/work unit density of
the project, in that the CG, CSO and RP zones permit the proposed residential density
and all applicable setback, height and parking requirements shall be met
E The design of the subdivision is not likely to cause substantial environmental
damage or .Substantially and avoidably injure fish or wildlife or their habitat.
The proposed tentative tract map subdivision and the onsite and offsite improvements
shall not cause any known environmental damage and shall not damage any fish
and/or wildlife habitats because such fish and/or wildlife habitats do not exist on or
near the site
F The design of the subdivision is not likely to cause serious public health
problems
The proposed tentative tract map subdivision and the onsite and offsite improvements
shall not cause any known senous public health problems because all applicable
zoning code development standards will have been met, and the applicant is required
to meet all of the conditions of approval that the reviewing agencies of the City, such
as Fire, Planning, Building and Safety, and Engineenng have recommended for the
project
G The design of the subdivision will not conflict with easements, acquired by the
public at large, for access through or use of, property within the proposed
subdivision
The proposed tentative tract map subdivision and the onsite and offsite improvements
shall not conflict with any existing and/or proposed easements
SECTION 2 Pursuant to the foregoing recitations and findings, the Planning
Commission of the City of Culver City, California, hereby approves Site Plan Review, SPR
P-2005012, and approves and recommends to the City Council for approval Tentative Tract
Map No 66473, TTM P-2005014, subject to the following conditions|1010101010101010 10
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2006-P005 Page 6 (2,1"( 3Site Plan Review. SPR P-2005012
Planning Division and General|109| Said conditions shall become due no later than pnor to the issuance of any new
construction building permit unless specifically scheduled for another due date|109| Said conditions shall be referenced on the cOyer sheet of the final working drawings
and repeated in full at the beginning portion of the final working drawings
3 The applicant shall not construct any improVernents within the adjoining City of Los
Angeles public alley bordenng the site without first obtaining the necessary wntten
approval(s) from the City of Los Angeles,, as may be required by the Planning
Manager
4 The final working drawings shall conform to the preliminary development plans and
matenals board e, colors, textures and finishes] prepared for this project and filed
dated 'Received February 13, 2006", as appro