City of Culver City, California
City Council Agenda Item Report
Meeting Date: 03/27/06 Item Number: A-5
AGENDA ITEM: Consideration of a Request Submitted by Sony Pictures
Entertainment for an Amendment to extend the Term of the Development
Agreement Relating to Property at 10202 Washington Boulevard in the Studio (S)
Zone.
Contact Person/Dept.: Elinor Aurthur Phone Number: (310) 253-5728
Fiscal Impact: Yes [X] No [ ] General Fund: Yes [ ] No [X]
Public Hearing: [X] Action Item: [X] Attachments: [X]
Public Notification: Notice was published in the Culver City News on 03/1/06. On
03/16/06, a public notice was mailed to all owners and occupants within a 500-foot
radius, extended to the end to the block; notices were mailed to the Downtown Business
Association, Culver City Homeowner Association, Culver City News, Culver City
Observer, Culver City Chamber of Commerce, East Culver City Neighborhood Alliance,
and various City personnel. Notices were also mailed on March 16, 2006, to all City
Council, Planning Commission, and Cultural Affairs Commission members, as well as to
the Culver City Historical Society. Notices were emailed to the Master Notification List
on March 23, 2006.
Department Approval:
Susan Evans (03/22/06)
CAO Approval:
Jerry B. Fulwood (03/23/06)
City Controller Approval:
Marlee Chang (03/22/06)
RECOMMENDATION:
That the City Council:
1. Find that pursuant to the California Environmental Quality Act (CEQA)
Guidelines, any potentially significant effects that the project may have on the
environment (a) have been analyzed adequately in the Environmental Impact
Reports (EIRs) certified by the City Council for the original development
agreement, and compared with information in the most recent General Plan
Update Program EIR or the Culver City Redevelopment Plan Amendment and
Merger Program Subsequent EIR, as well as with other environmental
analyses available to the City, and (b) have been avoided or mitigated
pursuant to that environmental analysis, therefore, pursuant to CEQA, nothing
further is required.
2. Introduce for first reading the First Amendment to the Development
Agreement by and among the City of Culver City, Sony Pictures
Entertainment, Inc. and Lot, Inc. as recommended by the Planning
Commission in Resolution No. 2006-P007.
City of Culver City, California
City Council Agenda Item Report
PROCEDURE:
1. Mayor seeks motion to receive and file affidavit of mailing and publishing of
public notice.
2. Mayor calls on staff for a brief staff report and City Council poses questions to
staff as desired.
3. Mayor declares the public hearing open, providing the applicant the first
opportunity to speak, followed by the general public.
4. Mayor seeks a motion to close the public hearing after all testimony has been
presented.
5. City Council thoroughly discusses the matter and arrives at its decision.
BACKGROUND:
In September, 1993, the City entered into a twenty-year development agreement
with Sony Pictures Entertainment (Attachment No. 6) allowing Sony to expand
and renovate the existing 1,537,743 gross-square-foot studio to a total of
2,542,819 gross square feet (the Project). The Agreement sets forth the
Applicable Rules under which the Project would be reviewed by the City and
gives Sony the assurance that the City will not apply any new rules or limitations
in its review of any part of the Project, unless those rules are (i) mandated by
State or Federal law, (ii) are part of uniforms codes, such as the Uniform Building
Code and (iii) if a condition dangerous to resident’s health or safety is involved.
At the same time, the City Council also approved a Comprehensive Plan, which
includes conditions of approval intended to mitigate the significant impacts
identified in an EIR prepared for the Project in 1992. Some of these conditions
require ongoing compliance. Others are applicable only when new construction
is proposed or when certain development or new vehicle trip thresholds are
reached. Also included are conditions not directly tied to any impacts of the
Project (such as donations to the Culver City Unified School District and film
showings at the Culver City Senior Center).
Although the Development Agreement has a vesting term of twenty years and
was initially due to expire in September, 2013, the Agreement provides for its
term to be reduced by five years if Sony did not commence construction of at
least 500,000 net new square feet by December 31, 2001. Since Sony did not
commence that amount of development by that date, the term of the Agreement City of Culver City, California
City Council Agenda Item Report
was reduced from twenty to fifteen years and is now due to expire in September
2008.
DISCUSSION:
Request
On January 24, 2006, Sony submitted an application to extend the term of the
Development Agreement by twenty years, or to 2028 (Attachment No. 7) . Sony
further requested that all other provisions of the agreement and all the conditions
of approval of the Comprehensive Plan remain the same.
The Development Agreement
The Development Agreement describes benefits expected to accrue to both
Sony and the City as a result of the Agreement. Sony is assured that the Project
can be completed under the known Applicable Rules, which are set forth in the
Agreement. The City stands to benefit economically, to achieve certain
comprehensive planning objectives, and solidify the historic presence and
operation of the entertainment industry in the city.
The Agreement provides for the expansion of the studio, within the existing lot,
by more than a million net new square feet. Since 1993 Sony has completed
many rehabilitation and adaptive reuse projects, preserving the historic structures
on the site and maintaining a state-of-the art television and movie studio.
However, the development of the site has not occurred on the scale allowed by
the Development Agreement. At present the site is 18,991 square feet larger
than it was when the Development Agreement was adopted in 1993. Instead of
building new buildings or expanding the size of buildings on the lot, Sony made
the decision to use its resources to improve a site that, in 1993, showed severe
effects of deferred maintenance. Sony’s work on the lot is detailed in their letter
dated October 2005 requesting the proposed extension. However, Sony has not
yet fulfilled the potential of the Agreement; both the City and Sony stand to
benefit from the proposed extension of its term.
Sony Compliance with Conditions of Approval
Since 1993 Sony has maintained vigilant compliance with all conditions of
approval of the Comprehensive Plan that was approved at the same time as the
Development Agreement. Sony submits annual reports detailing compliance;
Planning staff also monitors Sony’s adherence to conditions applicable to City of Culver City, California
City Council Agenda Item Report
proposed construction or rehabilitation projects on the site, to special conditions
of approval, such as development of a childcare center and free tours for people
who live or work in Culver City, and to conditions that come due annually, such
as required annual traffic studies. A matrix showing Sony’s compliance with the
conditions of approval is provided as Attachment No. 8.
Sony has also made numerous voluntary contributions to the City. These are not
required by the Comprehensive Plan Conditions of Approval or Development
Agreement. Some of these are highlighted in the most recent issue of the Sony
Annual Report, (Attachment No. 9).
Provisions of First Amendment to Development Agreement
The First Amendment (Attachment No. 4) to the Development Agreement
provides for the following:
• The First Amendment provides for the vesting term of the Development
Agreement to be extended for eighteen years, until September 15, 2026.
At Sony’s request, the Vesting Term will be extended an additional two
years, until September 2028, if Sony commences at least three hundred
thousand (300,000) square feet of net new construction on the lot on or
before December 31, 2011.
• In March 2002 Sony expanded the lot by the purchase of a piece of land,
about 20,300 square feet in size, from Southern California Edison. That
area has been used by Sony per a lease with Edison. Sony has now
purchased that property, at Edison’s request. Under the First Amendment
to the Agreement, this land purchased from Edison will become part of the
legal description of the site covered by the Sony Development Agreement.
• The First Amendment to the Agreement permits Sony to develop the site
in accordance with the Applicable Rules that were in effect when the
Development Agreement was adopted in 1993, except as noted above
and subject to the provisions of the new Zoning Code adopted in October
2005. The First Amendment also allows Sony a period of two months to
review the 2005 Zoning Code to determine if there are any provisions in it
that would have a “material adverse effect on Sony’s ability to develop the
Project,” and provides a process for Sony and the City to work out an
agreement if Sony believes there is such an effect.
• In July 2000, the City Council adopted an ordinance to re-codify the Culver
City Municipal Code. Wherever the Development Agreement refers to a City of Culver City, California
City Council Agenda Item Report
title, chapter or section number of the Municipal Code it will be understood
as a reference to the re-codified Municipal Code.
Consideration for City in Exchange for Extension of Term
In granting the requested extension, the City agrees not to impose any additional
new rules in its review of new development at the studio for up to 20 years. Sony
and the City have agreed that the requested extension is a benefit to Sony, for
which the City is to receive some consideration in return. Under the terms of the
First Amendment to the Development Agreement, the City is to receive the
following:
• For the next ten years, or until the year 2015, Sony will continue its annual
contribution of Twenty-Five Thousand Dollars ($25,000) to the Culver City
Unified School District.
• For the next ten years, or until the year 2015, Sony will contribute to the
City’s Unified Fund at least Twenty-Five Thousand Dollars ($25,000) per
year. The City’s Unified Fund supports City-sponsored events and
programs.
Comments Received During Public Comment Period
As of March 15, 2006, no public comments had been received.
Environmental Determination
Section 21166 of the Public Resources Code and Section 15162 of the California
Environmental Quality Act (CEQA) Guidelines state that when an EIR has been
certified for a project no subsequent EIR shall be prepared for a subsequent
project whose impacts are fully addressed in the initial EIR, unless there is
substantial evidence of the following:
1. The subsequent project will require major revisions to the initial EIR;
2. The circumstances under which the EIR was prepared have significantly
changed; or
3. New information of substantial importance, which was not previously
known, could impact the project.
An Initial Study prepared for this project found that the proposed project could
have a significant effect on the environment. Pursuant to Section 21166 of the
Public Resources Code and Section 15162 of the CEQA Guidelines, no new City of Culver City, California
City Council Agenda Item Report
environmental analysis is needed because there is no substantial evidence that
the First Amendment to the Development Agreement will require substantial
revisions to either the EIR certified by the City Council for the original
Development Agreement, the General Plan Update Program EIR (PEIR 1), or
the Culver City Redevelopment Plan Amendment and Merger Program
Subsequent EIR (PEIR 2), the circumstances under which the EIR certified by
the City Council for the original Development Agreement, PEIR 1 and PEIR 2
were prepared have not significantly changed and no new significant information
has been found that would impact either the Original Development Agreement
EIR, PEIR 1 or PEIR 2 and all potentially significant effects (a) have been
analyzed adequately.
Fiscal Impact
Sony will contribute $25,000 annually to the City’s United Fund to support City-
sponsored events and programs.
ATTACHMENTS:
1. Sony Vicinity Map
2. Sony Vicinity Aerial Map
3. Planning Commission Resolution No. 2006-P007;
4. First Amendment to the Development Agreement (Exhibit A to Attachment 3);
5. Ordinance No. 2006-___ (Exhibit B to Attachment 3);
6. 1993 Development Agreement;
7. Sony October 2005 request to extend term of Development Agreement;
8. Matrix of compliance with Comprehensive Plan Conditions of Approval; and
9. Sony Annual Report September 2005.
MOTION:
1. Find that pursuant to the CEQA and CEQA Guidelines, any potentially
significant effects on the environment (a) have been analyzed adequately in the
EIRs certified by the City Council for the original development agreement, and
compared with information in the General Plan Update Program EIR, or the
Culver City Redevelopment Plan Amendment and Merger Program Subsequent
EIR, as well as other environmental analyses available to the City, and (b) have
been avoided or mitigated pursuant to that environmental analysis, pursuant to
CEQA and CEQA Guidelines, nothing further is required.
City of Culver City, California
City Council Agenda Item Report
2. Introduce for first reading Ordinance No. 2006-___ approving the execution of
a First Amendment to the Development Agreement by and among the City of
Culver City, Sony Pictures Entertainment, Inc. and Lot, Inc. relating to real
property located at 10202 Washington Boulevard.
MEETING DATE 3/27/2006
AGENDA ITEM Request for Twenty-Year Extension of Term of Sony
Pictures Entertainment Development Agreement Relating to
the Site at 10202 Washington Boulevard in the Studio (S)
Zone
ATTACHMENTS
Pages
1 Sony Pictures Entertainment Vicinity Map 1
2 Sony Pictures Entertainment Aerial Map 2
3 Planning Commission Resolution No 2006-P007 3-5
4 First Amendment to Development Agreement by and among
City of Culver, Sony Pictures Entertainment, Inc and Lot, Inc 6-22
March 27, 2006
5 Ordinance No 2006- 23-26
6 Development Agreement by and among City of Culver, Sony
Pictures Entertainment, Inc and Lot, Inc September 15, 1993 27-120
7 Sony Pictures Entertainment October 2005 Request to Extend
Term of Development Agreement 121-126
8 Matrix of Compliance with Comprehensive Plan Conditions
of Approval 127-156
9 Sony Pictures Entertainment Annual Report September 2005 157-170Attachment No 1
SONY PICTURES ENTERTAINMENT
DEVELOPMENT AGREEMENT EXTENSION
\ /
\ \ \ \ \ \ \ \ \ -
\ \ \\ \ \ \\ \ \ \ \\\ \ \ ,-) C \ S \\ \ \\ \ '\ \ \ \., ,--7- \ \ ) ,,,, \ \\\\\\ \\\\\ \\)\\ \ \\, \ '\\\ \ \\\ \ \ \\\\ \\\ . \ ./ \ 7 ,, , \ \ \ \ \ \.-- \ \ \ \\\\ \ \ \\\\ \ \ '\\ 7"
, /7 \\ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ 7\ 7.' \ \7 Z \ .-'-''' • \ \ \ \ \ \ \ \ \ \ „
-,
\ < 7" ,, \ \ \ ..., ,.
.-'7 \ , \ \ V ./.7./. \ \ \ \ s \ \ ,,,,,,,, \ \\ \\ \ \ \ \\\\ \ \ /-.,
\ \ \ \ \ , \ \.' ,/
,...,''' <
S \ \ \ \ \ \ \ ., <" 7, ,,,,/ \ \ \ \\ S \ \ \ \\/'
, \ \ \ \ \\ \ \ \ 7-7.' \ \ \ .'7 \ \,7 \ \ \ \ \ \ \ \ \ \ \ S \ \ \,---.--. \ \ \ \\ ,_, 7 \ \ .7
\ \.- \ \ \ \ \ \ 7:/7\\ 9
,
\
\ \ \ .V /7' \ ''''7 \ C, '7 \ \ \ \ \ ' "--' ' \\ \ n
\ \\\ 2 \ \ \ S
\ ' 1n1".• \ --"'-' ' \ \ \ .\,'''' Art l** ## \ '' Legend
Sony Pictures Entertainment
ualIL
= -City Boundary
II Ilir
City of Culver City
Planning Division
March 14 2005
Planning Commission March 22 2006
0 125 250 500 750 1 000
Feet
10202 Washington
BoulevardAttachment No 2|10 10|a_ 0
03|10 10|.71
>
c =
o0 L
132
C
C|10 9| •
0 E
5:|9 10|- 15 c`'
o
o|10 10 10|a)
C
cn
2c|10 10 10 10|_C
311rAttachment No 3
1 Il RESOLUTION NO 2006-P007|109| A RESOLUTION RECOMMENDING TO THE CITY COUNCIL APPROVAL OF A|109| FIRST AMENDMENT TO A DEVELOPMENT AGREEMENT BY AND AMONG THE
CITY OF CULVER CITY, SONY PICTURES ENTERTAINMENT INC AND LOT, INC|109| RELATING TO REAL PROPERTY LOCATED AT 10202 WASHINGTON
BOULEVARD|101010|(Development Agreement Amendment|109| Related to Comprehensive Plan, CP No 90-01, et al , Sony Pictures Studios))|1010 9| WHEREAS, the City of Culver City ("City"), Sony Pictures Entertainment Inc ("SPE' )
10
and Lot, Inc ("Lot") (together SPE and Lot are referred to in this Resolution as "Sony") are
11
jj
parties to that certain Development Agreement dated September 15, 1993 recorded
12
13
September 16, 1993 as Document No 93-1803934 (the "Development Agreement"),
14 WHEREAS the original term of the Development Agreement was reduced by five (5)
15
years to September 15, 2008, pursuant to the provisions of the Development Agreement,
16
which reduction was memorialized in a "Certification of Reduction of Term of Development
17
Agreement," which was recorded on April 19, 2002, as Document No 02-0927563,
18
19 WHEREAS, Sony has applied to the City for the City's approval of a First Amendment
20
to Development Agreement by and between City and Sony (the "First Amendment"), which
21
First Amendment will have the effect of extending the 'Vesting Term ' (as defined in the
22
Development Agreement) for an additional eighteen (18) year period to September 15, 2026
23
24
with a further extension of two (2) additional years if Sony commences at least three hundred
25 thousand (300,000) square feet of new construction at the Studio on or before December 31,
26
2011 A copy of the First Amendment is hereby incorporated by reference into the provisions
27
of this Resolution,
28
29
Page 1 2005-P017WHEREAS, after due notice, the Planning Commission did conduct a duly noticed|1010|2
public hearing on the First Amendment on March 22, 2006,|109| WHEREAS, an Initial Study has been prepared pursuant to the requirements of the|1010|California Environmental Quality Act ( CEQA') The Initial Study demonstrates that the First|1010|6
Amendment will not have a significant effect on the environment and that none of the
7
elements set forth in Public Resources Code Section 21166 or Section 15162 of the State
8
CEQA Guidelines ('CEQA Guidelines') exists, and|10 10|WHEREAS, following conclusion of the public discussion and thorough deliberation of
10
the subject matter, the Planning Commission determined by a vote of _ to _ approval of the
11
12
First Amendment is in the public interest and is consistent with the City's General Plan and is
13 adequately supported by due consideration
14
15 NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF CULVER
CITY, CALIFORNIA, RESOLVES AS FOLLOWS
16
SECTION 1 Pursuant to the foregoing recitations and the provisions of Culver City
17
18
Municipal Code (CCMC) and State law, the Planning Commission recommends the City
19 Council should
20 A Determine none of the elements set forth in Public Resources Code Section 21166
21
or Section 15162 of the CEQA Guidelines exists
22
23 B Determine, in accordance with Public Resources Code Section 21166 and Section
24 15162 of the CEQA Guidelines, that no subsequent or supplemental Environmental Impact
25
Report or Mitigated Negative Declaration is required prior to adopting the Ordinance
26
approving the First Amendment,
27
28 C Approve the First Amendment, a draft of which is set forth in Exhibit 'A," attached
29
hereto and incorporated into this Resolution by this reference, and
Page 2 2005-P0171
D Introduce and adopt the proposed Ordinance, a draft of which is set forth in Exhibit
2 "B,"
attached hereto and incorporated into this Resolution by reference|10101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
APPROVED and ADOPTED this 22 nd day of March, 2006
SHEILA M THOMAS, CHAIRPERSON
PLANNING COMMISSION
CITY OF CULVER CITY, CALIFORNIA
Attested by
Yvonne Hunt
Administrative Secretary
Page 3 2005-P017Attachment No 4
RECORDING REQUESTED BY
SONY PICTURES ENTERTAINMENT, INC
10202 West Washington Boulevard
Culver City, CA 90232
Attention Apnl Dmytrenko
AND WHEN RECORDED MAIL TO
COX, CASTLE & NICHOLSON LLP
2049 Century Park East, Suite 2800
Los Angeles, California 90067-3284
Attention Ronald I Silverman, Esq
Space Above This Line Is For Recorder's Use Only
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
BY AND AMONG THE CITY OF CUL'VER CITY,
SONY PICTURES ENTERTAINMENT INC AND LOT, INC
THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("First
Amendment") is entered mto as of the 10th day of May, 2006 by and among the CITY OF
CULVER CITY, a chartered city (the "City"), SONY PICTURES ENTERTAINMENT INC , a
Delaware corporation ("SPE') and LOT, INC , a Delaware corporation ("Lot") Together, SPE
and Lot are referred to in this First Amendment as "Sony"
RECITALS
A Sony and City are parties to that certain Development Agreement dated
September 15, 1993, recorded September 16, 1993, as Document No 93-1803934 (the
"Development Agreement")
Unless otherwise specified herein or the context requires otherwise, capitalized
terms used in this First Amendment shall have the same definitions as those set forth in the
Development Agreement
Since the Effective Date of the Development Agreement, September 15, 1993,
Sony has complied with each of the terms and conditions of the Development Agreement and the
terms and conditions of each of the Project Approvals
Over the past thirteen (13) years, Sony has made a business decision to invest m
improving the Property While this investment approach has limited the completion of net new
development on the Property, it has resulted in important improvement projects that involve
adaptive-reuse and remodeling of existing structures, upgrading infrastructure and lot
22640\1199801v6 1
3/13/2006beautification This focus has preserved many of the Property's original structures, increased the
value of the Property and surrounding areas, established Sony as a state-of-the-art Studio, and
enhanced Sony s business operations on the Property and in the City Sony estimates that
approximately Five Hundred Million Dollars ($500,000,000) has been invested in adaptive-reuse
and remodeling of existing structures, upgrades to existing infrastructure and lot beautification
E The original Vesting Term of the Development Agreement was reduced by five
(5) years in accordance with the provisions of Section III C of the Development Agreement and
was memorialized in a "Certification of Reduction of Term of Development Agreement," which
was recorded on April 19, 2002, as Document No 02-0927563 Therefore, the Vesting Term of
the Development Agreement currently expires on September 15, 2008 Having invested
significant funds in adaptive reuse and remodeling of existing structures, upgrades to existing
infrastructure and lot beautification, Sony currently anticipates new development on the Property
in accordance with the development concepts set forth in the Development Agreement and the
Project Approvals and therefore has requested the City to amend the Development Agreement to
extend the Vesting Term of the Development Agreement for eighteen (18) years until September
15 2026 In addition, Sony has requested the City to extend the Vesting Term an additional two
(2) years, i e, until September 15, 2028, if Sony commences at least three hundred thousand
(300,000) square feet of "new construction" (as defined in the Development Agreement) on the
Property on or before December 31, 2011
F Under the Development Agreement, Sony was required, for a period of ten (10)
years, to purchase for the Culver City Unified School District (the "District") at least Twenty-
Five Thousand Dollars ($25,000) worth of equipment and programs, as approved by the
Superintendent of the District Sony's obligation to contribute Twenty-Five Thousand Dollars
($25,000) to the District expired in 2003 In the Spring of 2005, Sony voluntarily announced
that it would renew its commitment to the District for another ten (10) years with an annual
contribution of at least Twenty-Five Thousand Dollars ($25,000) In this First Amendment,
Sony desires to confirm Sony's commitment to the District (the "School District Commitment")
G In addition to the School District Commitment, Sony has voluntarily agreed, for a
period of ten (10) years, to contribute to the City's Unified Fund (the "Unified Fund") at least
Twenty-Five Thousand Dollars ($25,000) per year The City's Unified Fund supports City
sponsored cultural and environmental events and programs
H On March 12, 2002, Lot acquired title from Southern California Edison to a piece
of property approximately twenty thousand three hundred (20,300) square feet in size near the
southwest corner of the Property (the "Edison Parcel ) City and Sony have therefore agreed to
amend Exhibit "A" to the Development Agreement (the legal description of the Property) to add
the Edison Parcel
I Subject to certain exceptions set forth in the Development Agreement, the
Development Agreement permits Sony to develop the Project in accordance with the Applicable
Rules that were in effect on the Effective Date of the Development Agreement, September 15,
1993 In connection with the adoption of this First Amendment, the City has requested Sony to
agree to an additional exception to the vesting provisions of the Development Agreement,
namely, agreeing to be subject to the City's current Zoning Code, adopted October, 2005 (Title
final 2
3/20/200617 of the Culver City Municipal Code) (the 2005 Zoning Code") Subject to the provisions of
the Development Agreement, as amended by this First Amendment, Sony has agreed to be
subject to the provisions of the 2005 Zoning Code
Council has determined that none of the elements set forth in Public Resources
Code Section 21166 or Section 15162 of the State CEQA Guidelines ("CEQA Guidelines")
exists and therefore has determined, in accordance with Public Resources Code Section 21166
and Section 15162 of the CEQA Guidelines, that no subsequent or supplemental Environmental
Impact Report or Mitigated Negative Declaration is required to be prepared pnor to adopting the
Ordinance approving this First Amendment
On March 22, 2006, the Planning Commission held a duly noticed public heanng
on this First Amendment and, at the conclusion thereof, adopted Resolution No
recommending to the City Council approval of this First Amendment
Section IV L of the Development Agreement provides for amendment of the
Development Agreement upon mutual consent of the parties and in accordance with the
procedures established by the Development Agreement Act The Council has found that this
First Amendment has been adopted in conformance with the procedures of the Development
Agreement Act
On March 27, 2006, the Council introduced Ordinance No and on Apnl
10, 2006, the Council adopted Ordinance No approving this First Amendment
Ordinance No became effective on May 10, 2006 (the "First Amendment Effective
Date' )
NOW, THEREFORE, in consideration of the above recitals and the covenants hereinafter
contained, the parties agree as follows
1 Extension of Vesting Term The Vesting Term of the Development Agreement is
hereby extended an additional eighteen (18) years to September 15, 2026 In addition, to
encourage continued development of the Project, if construction of at least three hundred
thousand (300,000) square feet of "new construction" (as defined in the Development
Agreement) is commenced by December 31, 2011, the Vesting Term shall be increased by an
additional two (2) years to September 15, 2028
2 School District Commitment Annually, on or before July 1 of each year
following the First Amendment Effective Date, for a penod of ten (10) years, Sony agrees to
purchase for the Distnct at least Twenty-Five Thousand Dollars ($25,000) worth of equipment
and programs, as approved by the Supenntendent of the Distnct
3 Unified Fund Commitment Annually, on or before July 1 of each year following
the First Amendment Effective Date, for a period of ten (10) years, Sony agrees to contribute at
least Twenty-Five Thousand Dollars ($25,000) to the Unified Fund|109| 2005 Zoning Code
final 3
3/20/2006a Sony's Agreement to be Bound by 2005 Zoning Code Notwithstanding
the vesting provisions of the Development Agreement and subject to the provisions of the "ZC
Review" set forth in Section 4 b below Sony hereby agrees to be bound by the provisions of the
2005 Zoning Code In addition, the 2005 Zoning Code shall constitute a part of the Applicable
Rules and shall vest as of the First Amendment Effective Date so that no change in the 2005
Zoning Code following the First Amendment Effective Date shall be applied by the City to the
Project unless the City determines that the failure to apply such change would place the residents
of the City in a condition dangerous to their health or safety, or both
Zoning Code Review Notwithstanding Sony's agreement to be bound by
the terms of the 2005 Zoning Code, Sony has requested and the City has agreed that Sony shall
have a period of two (2) months following the First Amendment Effective Date in which to
review the 2005 Zoning Code in order for Sony to determine whether there are any provisions in
the 2005 Zoning Code that would have a material adverse effect on Sony's ability to develop the
Project in accordance with the provisions of the Project Approvals (the "ZC Review Period") If,
during the ZC Review Period, Sony identifies one or more provisions in the 2005 Zoning Code
that, in Sony's opinion, could have a matenal adverse effect on Sony's ability to develop the
Project in accordance with the provisions of the Project Approvals ("Adverse Provision(s)"),
then Sony shall notify the City of the Adverse Provision(s) and the City shall have a period of ten
(10) days in which to review the Adverse Provision(s) identified by Sony and to advise Sony if
the City agrees or disagrees that the Adverse Provision(s) identified by Sony would have a
material adverse effect on Sony's ability to develop the Project in accordance with the provisions
of the Project Approvals If the City fails to respond to Sony within such ten (10) day period, the
City shall be deemed to have disagreed that the Adverse Provision(s) identified by Sony would
have a matenal adverse effect on Sony s ability to develop the Project If, during the ten (10)
day penod, the City agrees that the Adverse Provision(s) identified by Sony would have a
material adverse effect on Sony's ability to develop the Project in accordance with the provisions
of the Project Approvals, then Sony and the City shall execute an Operating Memorandum in
accordance with the provisions of Section IV M of the Development Agreement confirming
those Adverse Provision(s) that shall not be an Applicable Rule and shall not be applicable to the
Project If the City notifies Sony within such ten (10) day period that it disagrees or is deemed to
have disagreed with Sony that one or more Adverse Provision(s) would have a material adverse
effect on Sony's ability to develop the Project in accordance with the provisions of the Project
Approvals, then the Adverse Provision(s) about which Sony and the City disagree or are deemed
to have disagreed shall be submitted to a reference procedure in accordance with the provisions
of Section IV D 3 of the Development Agreement If Sony fails to notify the City within the ZC
Review Period of any Adverse Provision(s), then Sony shall be deemed to have agreed to be
bound by the provisions of the 2005 Zoning Code
5 Revised Municipal Code References On July 24, 2000, the City Council adopted
an ordinance to recodify and renumber titles, chapters and sections of the Culver City Municipal
Code Therefore, wherever the Development Agreement refers to a title, chapter or section
number of the Culver City Municipal Code it shall be deemed to be a reference to the
recodified/renumbered applicable title, chapter or section and any future recodified/renumbered
applicable title, chapter or section of the Municipal Code applicable, provided, however, nothing
in this Section 5 shall affect the vesting provisions of the Development Agreement, as amended
final 4
3/20/2006by this First Amendment, including, without limitation, Sections III B 1 and 2 of the
Development Agreement
6 Revision to Legal Description of the Property In order to add the Edison
Parcel, Exhibit "A" to the Development Agreement is hereby amended in its entirety as more
particularly set forth on Exhibit "A" attached hereto The Edison Parcel shall constitute a part of
Comprehensive Plan Design Area 5|109| Inconsistencies The Development Agreement is hereby amended to add a new
Section IV Y to read as follows
"Y Inconsistencies
In the event of any inconsistency between an Applicable Rule and a
Project Approval, the provisions of the Project Approval shall control In the
event of any inconsistency between the provisions of any Applicable Rule, a
Project Approval and the provisions of this Development Agreement, as amended
by this First Amendment, the provisions of this Development Agreement, as
amended by this First Amendment, shall control"|109| No Other Revisions to Development Agreement Except as set forth herein, all
terms and conditions of the Development Agreement shall remain in full force and effect|10 9| First Amendment Effective Date This First Amendment shall become effective
on the First Amendment Effective Date
IN WITNESS WHEREOF, this First Amendment has been executed by the parties on the
day and year first written above
SONY PICTURES ENTERTAINMENT INC , a
Delaware corporation
Date , 2006
By Leah Weil
Its Senior Vice President, General Counsel
and Assistant Secretary
LOT, INC , a Delaware corporation
Date , 2006
By
Its
final 5
3/20/2006Date , 2006
By
Its
CITY OF CULVER CITY
Date , 2006 By , Mayor
APPROVED AS TO FORM
Carol A Schwab, City Attorney
final 6
3/20/2006STATE OF CALIFORNIA
)
)
SS
COUNTY OF LOS ANGELES
)
On March , 2006 before me, (here insert name of the officer),
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 subscnbed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authonzed 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
Notary Public
STATE OF CALIFORNIA
)
)
SS
COUNTY OF LOS ANGELES
)
On March , 2006 before me, (here insert name of the officer),
Notary Public, personally app eared personally known to me (or 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 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
Notary Public
final 7
3/20/2006STATE OF CALIFORNIA
)
)
SS
COUNTY OF LOS ANGELES
)
On March , 2006 before me, (here insert name of the officer),
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
Notary Public
STATE OF CALIFORNIA
)
)
SS
COUNTY OF LOS ANGELES
)
On March , 2006 before me, (here insert name of the officer),
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 authonzed 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
Notary Public
final 8
3/20/2006EXHIBIT A
THE LAND REFERRED TO IN THIS EXHIBIT IS DESCRIBED AS FOLLOWS
PARCEL A
PARCEL 1
THAT PORTION OF THE 819 63 ACRE TRACT, RANCHO LA BALLONA, IN THE
CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ALLOTTED TO MACEDONIA AGUILAR, BY FINAL DECREE OF
PARTITION HAD IN CASE NO 965 OF THE DISTRICT COURT OF SAID
COUNTY, DESCRIBED AS FOLLOWS
BEGINNING AT THE INTERSECTION OF THE NORTHEAST LINE OF OVERLAND
AVENUE (FORMERLY FIRST STREET OR SAN PEDRO ROAD) WITH THE
SOUTHEAST LINE OF WASHINGTON STREET (FORMERLY BALLONA ROAD
NO 2), THENCE SOUTHEASTERLY ALONG THE NORTHEAST LINE OF SAID
OVERLAND AVENUE, 1118 29 FEET, MORE OR LESS, TO A POINT DISTANT
NORTHWESTERLY 210 FEET, MEASURED ALONG SAID NORTHEAST LINE FROM
THE NORTHWEST LINE OF THE RIGHT-OF-WAY OF THE PACIFIC ELECTRIC
RAILWAY COMPANY (DEL REY BRANCH) AS DESCRIBED IN DEED RECORDED
IN BOOK 1684 PAGE 159 OF DEEDS, THENCE NORTHEASTERLY IN A DIRECT
LINE 546 90 FEET, MORE OR LESS, TO A POINT IN THE SOUTHWEST LINE
OF THE LAND CONVEYED TO LOS ANGELES TRUST & SAVINGS BANK, BY
DEED RECORDED IN BOOK 6578 PAGE 31 OF SAID DEED RECORDS, DISTANT
NORTHWESTERLY ALONG SAID SOUTHWEST LINE, 111 33 FEET FROM SAID
NORTHWEST LINE OF THE RIGHT-OF-WAY OF THE PACIFIC ELECTRIC
RAILWAY COMPANY, THENCE SOUTHEASTERLY ALONG SAID SOUTHWEST LINE
111 33 FEET TO THE NORTHWEST LINE OF SAID RIGHT-OF-WAY, THENCE
NORTHEASTERLY ALONG SAID RIGHT-OF-WAY LINE, 1422 44 FEET, MORE
OR LESS, TO THE SOUTHWEST LINE OF THE 150 ACRE TRACT OF LAND
DESCRIBED IN DEED TO VICTOR PONET, RECORDED IN BOOK 150 PAGE 403
OF SAID DEED RECORDS, THENCE NORTHWESTERLY ALONG THE
SOUTHWESTERLY LINE OF THE LAND OF PONET, 631 13 FEET TO SAID
SOUTHEASTERLY LINE OF WASHINGTON STREET, THENCE SOUTHWESTERLY
ALONG SAID SOUTHEASTERLY LINE OF WASHINGTON STREET TO THE POINT
OF BEGINNING
PARCEL 2
LOTS 1 THROUGH 15, INCLUSIVE, IN BLOCK 2 AND LOTS 2 THROUGH 16,
INCLUSIVE, IN BLOCK 3 IN TRACT NO 1775, IN THE CITY OF CULVER
CITY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
22640\111210v3 1MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY
PARCEL 3
GRANT AVENUE AS SHOWN ON THE MAP OF TRACT 1775, IN THE CITY OF
CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191, OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
EXCEPT THAT PORTION OF SAID GRANT AVENUE WHICH WOULD PASS WITHIN
A CONVEYANCE OF LOT 1, BLOCK 3 OF SAID TRACT NO 1775
PARCEL 4
THAT PORTION OF PUTNAM AVENUE, NOW KNOWN AS CULVER BOULEVARD,
40 00 FEET WIDE, LYING NORTHWESTERLY OF THE PACIFIC ELECTRIC
RAILWAY, 60 00 FEET WIDE, AS SHOWN ON THE MAP OF TRACT 1775, IN
THE CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED SOUTHWESTERLY BY THE SOUTHWESTERLY BOUNDARY LINE OF SAID
TRACT 1775 AND BOUNDED NORTHEASTERLY BY THE SOUTHEASTERLY
PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 16 IN BLOCK 3 OF
SAID TRACT 1775
PARCEL 5
THAT PORTION OF THAT CERTAIN 60-FOOT STRIP OF LAND IN THE RANCHO
LA BALLONA IN THE CITY OF CULVER CITY, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 3
PAGES 204 TO 209 INCLUSIVE OF MISCELLANEOUS RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED IN DEED
TO THE LOS ANGELES HERMOSA BEACH AND REDONDO RAILWAY COMPANY,
RECORDED ON AUGUST 7, 1902 IN BOOK 1630 PAGE 26 OF DEEDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, A PORTION OF
CULVER BOULEVARD FORMERLY PUTNAM AVENUE (NORTH ROADWAY) 40 FEET
WIDE, AS SHOWN ON THE MAP OF TRACT NO 1775, RECORDED IN BOOK 21
PAGES 190 AND 191 OF MAPS OF SAID COUNTY AND A PORTION OF
MADISON AVENUE, 100 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT
NO 1775 ALL OF WHICH WERE VACATED AND ABANDONED BY RESOLUTION
NO 83-R138 OF THE CITY COUNCIL OF THE CITY OF CULVER CITY, A
CERTIFIED COPY OF WHICH WAS RECORDED ON OCTOBER 27, 1983 AS
DOCUMENT NO 83-1271984 IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS
22640\111210v3 2BEGINNING AT THE MOST EASTERLY CORNER OF LOT 16 IN BLOCK 3 OF
SAID TRACT NO 1775, THENCE ALONG THE NORTHEASTERLY LINE OF SAID
LOT 16 TO AND ALONG THE NORTHEASTERLY LINE OF LOT 1 IN SAID
BLOCK 3, NORTH 35 DEGREES 29 MINUTES 00 SECONDS WEST 149 58 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 960 00 FEET, THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 09 DEGREES 40 MINUTES 08
SECONDS, AN ARC DISTANCE OF 162 01 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE TO THE WEST HAVING A RADIUS OF 25 00 FEET
THROUGH WHICH A RADIAL LINE BEARS NORTH 44 DEGREES 50 MINUTES 52
SECONDS EAST, THENCE SOUTHERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 79 DEGREES 11 MINUTES 27 SECONDS, AN ARC
DISTANCE OF 34 55 FEET, THENCE SOUTH 34 DEGREES 02 MINUTES 19
SECONDS WEST 72 65 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 191 24 FEET, THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9
DEGREES 27 MINUTES 44 SECONDS, AN ARC DISTANCE OF 31 58 FEET,
THENCE NORTH 24 DEGREES 34 MINUTES 35 SECONDS WEST 30 83 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING
A RADIUS OF 171 24 FEET, THENCE SOUTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 9 DEGREES 27 MINUTES 44 SECONDS AN
ARC DISTANCE OF 28 28 FEET, THENCE SOUTH 34 DEGREES 02 MINUTES
19 SECONDS WEST 18 63 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 1647 00 FEET, THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4
DEGREES 59 MINUTES 40 SECONDS, AN ARC DISTANCE OF 143 57 FEET,
THENCE SOUTH 29 DEGREES 02 MINUTES 39 SECONDS WEST 74 38 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING
A RADIUS OF 1552 00 FEET, THENCE SOUTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 4 DEGREES 53 MINUTES 42 SECONDS, AN
ARC DISTANCE OF 123 59 FEET TO A POINT OF INTERSECTION WITH A
CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 100 00 FEET TO
WHICH POINT A RADIAL LINE OF SAID 100 00-FOOT-RADIUS CURVE BEARS
SOUTH 60 DEGREES 57 MINUTES 28 SECONDS EAST, SAID 100 00-FOOT-
RADIUS CURVE BEING A COURSE IN THE NORTHWESTERLY BOUNDARY OF
PARCEL 6-5 IN DEED RECORDED MARCH 4, 1964 AS INSTRUMENT NO
4596, THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 12 DEGREES 39 MINUTES 36 SECONDS, AN ARC DISTANCE OF
22 10 FEET, THENCE CONTINUING ALONG SAID NORTHWESTERLY BOUNDARY
OF PARCEL 6-5 NORTH 16 DEGREES 22 MINUTES 56 SECONDS EAST 66 89
FEET TO THE INTERSECTION OF THE NORTHWESTERLY LINE OF
HEREINBEFORE-MENTIONED 60-FOOT-WIDE STRIP OF LAND WITH THE
SOUTHWESTERLY LINE OF SAID TRACT 1775, THENCE ALONG THE
SOUTHEASTERLY LINE OF A 1 25-FOOT-WIDE STRIP AS VACATED BY THE
CITY OF CULVER CITY BY ORDINANCE NO 253, PASSED AND APPROVED
OCTOBER 10, 1927 AND PURSUANT TO RESOLUTION NO 1887, ADOPTED
22640\111210v3 3MAY 6, 1929 NORTH 34 DEGREES 02 MINUTES 19 SECONDS EAST 1 31
FEET TO THE NORTHEASTERLY LINE OF SAID 1 25-FOOT-WIDE STRIP,
THENCE ALONG SAID NORTHEASTERLY LINE NORTH 38 DEGREES 36 MINUTES
46 SECONDS WEST 31 43 FEET TO THE SOUTHEASTERLY LINE OF THAT
PORTION OF CULVER BOULEVARD AS VACATED BY THE CITY OF CULVER
CITY BY ORDINANCE NO 465, APPROVED AND ADOPTED JUNE 28, 1937,
THENCE ALONG LAST SAID SOUTHEASTERLY LINE NORTH 34 DEGREES 02
MINUTES 19 SECONDS EAST 30 12 FEET TO THE NORTHEASTERLY LINE OF
SAID PORTION OF CULVER BOULEVARD, THENCE ALONG LAST SAID
NORTHEASTERLY LINE NORTH 38 DEGREES 36 MINUTES 46 SECONDS WEST
10 48 FEET TO THE SOUTHEASTERLY LINE OF LOT 9, BLOCK 3 OF SAID
TRACT NO 1775, THENCE ALONG LAST SAID SOUTHEASTERLY LINE AND
THE SOUTHEASTERLY LINE OF LOTS 10 THROUGH 16 INCLUSIVE, OF SAID
BLOCK 3, TRACT NO 1775 NORTH 34 DEGREES 02 MINUTES 19 SECONDS
EAST 417 76 FEET TO THE POINT OF BEGINNING
EXCEPT THAT PORTION OF SAID LAND LYING SOUTHWESTERLY OF A
STRAIGHT LINE DRAWN PERPENDICULAR TO THE NORTHWESTERLY LINE OF
THE HEREINABOVE UNRECORDED 60 FOOT WIDE STRIP OF LAND AND WHICH
PASSES THROUGH THE INTERSECTION OF SAID NORTHWESTERLY LINE WITH
THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID
TRACT NO 1775
ALSO EXCEPT THAT PORTION OF SAID LAND DESCRIBED AS FOLLOWS
THAT PORTION OF PUTNAM AVENUE, NOW KNOWN AS CULVER BOULEVARD,
40 00 FEET WIDE, LYING NORTHWESTERLY OF THE PACIFIC ELECTRIC
RAILWAY, 60 00 FEET WIDE, AS SHOWN ON THE MAP OF TRACT 1775, IN
THE CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED SOUTHWESTERLY BY THE SOUTHWESTERLY BOUNDARY LINE OF SAID
TRACT 1775 AND BOUNDED NORTHEASTERLY BY THE SOUTHEASTERLY
PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 16 IN BLOCK 3 OF
SAID TRACT 1775
ALSO EXCEPT THAT PORTION OF SAID LAND LYING NORTHWESTERLY OF A
LINE DRAWN PERPENDICULAR TO THE NORTHEASTERLY LINE OF LOT 1 IN
BLOCK 3 OF TRACT NO 1775 AND WHICH PASSES THROUGH THE MOST
EASTERLY CORNER OF SAID LOT 1
22640\111210v3 4PARCEL B
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS
ANGELES, AND DESCRIBED AS FOLLOWS
LOT 1 IN BLOCK 3 OF TRACT 1775, IN THE CITY OF CULVER CITY, AS
PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
EXCEPT THEREFROM THAT PORTION OF LOT 1 IN BLOCK 3, AS SHOWN ON
TRACT 1775, IN THE CITY OF CULVER CITY, AS PER MAP RECORDED IN
BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 IN BLOCK 3 OF
SAID TRACT 1775, SAID POINT BEING ALSO THE INTERSECTION OF THE
SOUTHEAST PROPERTY LINE OF GRANT AVENUE, SIXTY FEET WIDE AND THE
SOUTHWEST PROPERTY LINE OF MADISON AVENUE, ONE HUNDRED FEET WIDE
ON SAID TRACT 1775, THENCE ALONG THE NORTHEASTERLY LINE OF SAID
LOT 1, SOUTH 35 DEGREES 29 MINUTES 00 SECONDS EAST 14 42 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING
A RADIUS OF 10 00 FEET, THENCE NORTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 110 DEGREES 32 MINUTES 7 SECONDS AN
ARC DISTANCE OF 19 29 FEET TO THE NORTHWESTERLY LINE OF SAID LOT
1, THENCE ALONG SAID NORTHWESTERLY LINE NORTH 33 DEGREES 58
MINUTES 53 SECONDS EAST 14 42 FEET TO THE POINT OF BEGINNING
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT THE
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY SMITH AND SALSBURY IN DEED RECORDED
APRIL 27, 1984 AS INSTRUMENT NO 84-510558
22640\111210v3 5PARCEL C
PARCEL 1
THAT PORTION OF GRANT AVENUE AS SHOWN ON THE MAP OF TRACT 1775,
IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED AS FOLLOWS
ON THE SOUTHEAST BY THE NORTHWEST LINE OF LOT 1, BLOCK 3 OF SAID
TRACT 1775, ON THE NORTHWEST AND NORTHEAST RESPECTIVELY BY THE
SOUTHEASTERLY LINE OF BLOCK 2 AND SOUTHEASTERLY PROLONGATION OF
THE NORTHEASTERLY LINE OF BLOCK 2 OF SAID TRACT 1775, AND ON THE
SOUTHWEST BY THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY
LINE OF LOT 1 OF BLOCK 3 OF SAID TRACT 1775, AS DESCRIBED AND
SHOWN ON EXHIBIT "A" TO RESOLUTION NO CS-6468 RECORDED
SEPTEMBER 18, 1970 AS INSTRUMENT NO 3468
PARCEL 2
THAT PORTION OF LOT 1 IN BLOCK 3, AS SHOWN ON TRACT 1775, IN THE
CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 IN BLOCK 3 OF
SAID TRACT 1775, SAID POINT BEING ALSO THE INTERSECTION OF THE
SOUTHEAST PROPERLY LINE OF GRANT AVENUE, 60 00 FEET WIDE AND THE
SOUTHWEST PROPERLY LINE OF MADISON AVENUE, 100 00 FEET WIDE, ON
SAID TRACT 1775, THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY
LINE OF SAID LOT 1, 14 42 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 10 00 FEET,
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
110 DEGREES 32 MINUTES 7 SECONDS AN ARC DISTANCE OF 19 29 FEET
TO THE NORTHWESTERLY LINE OF SAID LOT 1, THENCE ALONG SAID
NORTHWESTERLY LINE 14 42 FEET TO THE POINT OF BEGINNING
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART OF THE LEGAL
DESCRIPTION BY REFERENCE HEREIN
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT THE
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
22640\111210v3 6THEREOF, AS RESERVED BY SMITH AND SALSBURY, IN DEED RECORDED
APRIL 27, 1984 AS INSTRUMENT NO 84-510-558
22640\111210v3 7PARCEL D
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS
ANGELES, AND DESCRIBED AS FOLLOWS
THAT PORTION OF RANCHO LA BALLONA, IN THE CITY OF CULVER CITY,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON CLERK'S
FILED MAP NO 16, ON FILE IN THE OFFICE OF COUNTY ENGINEER OF
SAID COUNTY, AS DESCRIBED IN THE DEEDS TO THE LOS ANGELES
HERMOSA BEACH & REDONDO RAILWAY COMPANY, A CORPORATION, RECORDED
AUGUST 14, 1902, IN BOOK 1605 PAGE 299 OF DEEDS AND RECORDED
NOVEMBER 8, 1902 IN BOOK 1684 PAGE 159 OF DEEDS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY
EXCEPT THEREFROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE
LAND AS DESCRIBED IN PARCEL 6-4 IN THE DEED TO THE CITY OF
CULVER CITY, RECORDED MARCH 4, 1964 AS INSTRUMENT NO 4429, IN
BOOK D-2382 PAGE 721, OFFICIAL RECORDS OF SAID COUNTY
ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND, INCLUDED WITHIN
THE LAND AS DESCRIBED IN THE PARTIAL JUDGMENT AND FINAL ORDER OF
CONDEMNATION ENTERED IN THE LOS ANGELES COUNTY SUPERIOR COURT
CASE NO C470,345, A CERTIFIED COPY OF WHICH WAS RECORDED
OCTOBER 23, 1985, AS INSTRUMENT NO 85-1252160 OF OFFICIAL
RECORDS OF SAID COUNTY
PARCEL E
THAT PORTION OF THE LANDS DESCRIBED WITHIN THAT CERTAIN
CORPORATION GRANT DEED FILED IN BOOK 6968, PAGE 225 OF DEEDS, IN
THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, LYING
NORTHEASTERLY OF THE FOLLOWING DESCRIBED LINE
COMMENCING AT THE INTERSECTION OF THE SOUTHEASTERLY PROLONGATION
OF THE NORTHEASTERLY LINE OF OVERLAND AVENUE (FORMERLY FIRST
STREET), SAID NORTHEASTERLY LINE BEING 53 00 FEET NORTHEASTERLY
AND PARALLEL WITH THE CENTERLINE OF SAID OVERLAND AVENUE, AND
THE NORTHWESTERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT OF
WAY (FORMERLY PACIFIC RAILWAY, PLAYA DEL REY BRANCH), AS SHOWN
ON TRACT NO 10078, FILED IN BOOK 141, PAGES 23 THROUGH 25,
INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY,
THENCE NORTH 34°00'30" EAST, 381 31 FEET, ALONG SAID
NORTHWESTERLY LINE OF SOUTHERN PACIFIC RAILROAD RIGHT OF WAY TO
22640\111210v3 8THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION, THENCE NORTH
38°40'34" WEST, 139 59 FEET, TO A POINT ON THE NORTHWESTERLY
LINE OF SAID CORPORATION GRANT DEED, SAID POINT BEING SOUTH
43°55'32" WEST, 156 85 FEET, ALONG SAID NORTHWESTERLY LINE FROM
THE NORTHERLY CORNER OF THE LANDS DESCRIBED WITHIN SAID
CORPORATION GRANT DEED
SHOWN AS PARCEL 1 OF THAT CERTAIN LOT LINE ADJUSTMENT NO P-
2001042, WHICH RECORDED MARCH 15, 2002 AS INSTRUMENT NO 02-
0632134
22640\111210v3 9Attachment No 5
ORDINANCE NO 2006-
AN ORDINANCE OF THE CITY OF CULVER CITY, CALIFORNIA,
APPROVING, ADOPTING, AND AUTHORIZING THE
EXECUTION OF, A FIRST AMENDMENT TO DEVELOPMENT
AGREEMENT BY AND AMONG THE CITY OF CULVER CITY,
SONY PICTURES ENTERTAINMENT INC AND LOT, INC
RELATING TO REAL PROPERTY LOCATED AT 10202
WASHINGTON BOULEVARD|109| WHEREAS, the City of Culver City (`City"), Sony Pictures Entertainment
8 Inc ("SPE") and Lot, Inc ( Lot ) (together SPE and Lot are referred to in this Ordinance|10 10|as 'Sony") are parties to that certain Development Agreement dated September 15,
10
1993 recorded September 16, 1993 as Document No 93-1803934 (the "Development
11
12 Agreement ),
13 WHEREAS, the original term of the Development Agreement was
14 reduced by five (5) years to September 15, 2008, pursuant to the provisions of the
15 Development Agreement, which reduction was memorialized in a "Certification of
16 Reduction of Term of Development Agreement," which was recorded on April 19, 2002,
17
as Document No 02-0927563,
18
WHEREAS, Sony has applied to the City for City s approval of a First
19
20 Amendment to Development Agreement (the First Amendment ), which First
21 Amendment will have the effect of extending the 'Vesting Term" (as defined in the
22 Development Agreement) for an additional eighteen (18) year period to September 15,
23 2026 with a further extension of two (2) additional years if Sony commences at least
24 three hundred thousand (300,000) square feet of new construction at the Studio on or
25 before December 31, 2011 A copy of the First Amendment is hereby incorporated by
26
reference into the provisions of this Ordinance,
27
28|101010101010|6•|1010101010101010 10
10|•1
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
WHEREAS, after due notice, the City Planning Commission (the
Planning Commission ) did conduct a duly noticed public hearing on the First
Amendment on March 22, 2006,
WHEREAS, the Planning Commission has recommended that the City
Council approve the First Amendment,
WHEREAS, after due notice, the City Council did conduct a public hearing
on the First Amendment on March 27, 2006,
WHEREAS, an Initial Study has been prepared pursuant to the
requirements of the California Environmental Quality Act ( CEQA") The Initial Study
demonstrates that the First Amendment will not have a significant effect on the
environment, that none of the elements set forth in Public Resources Code Section
21166 or Section 15162 of The State CEQA Guidelines ( 1 0EQA Guidelines") exists,
WHEREAS, the City Council has determined that none of the elements
set forth in Public Resources Code Section 21166 or Section 15162 of the CEQA
Guidelines exists and therefore has determined, in accordance with Public Resources
Code Section 21166 and Section 15162 of the CEQA Guidelines, that no subsequent
or supplemental Environmental Impact Report or Mitigated Negative Declaration is
required prior to adopting the Ordinance approving this First Amendment,
WHEREAS, the City Council has reviewed and considered the First
Amendment and the findings and recommendations of the Planning Commission, and
WHEREAS, the City Council has determined that approval of the First
Amendment is in the public interest, and is consistent with the City's General Plan and
is adequately supported by due consideration
27
28
-2-1
The City Council of the City of Culver City, California, DOES HEREBY
2 ORDAIN as follows
3 The City Council finds, with respect to the First Amendment|1010| Section 1 It is consistent with the City's General Plan,|1010| Section 2 The First Amendment will not be detnmental to the public
6 health, safety and general welfare since it encourages the development of a project|1010|which continues to be desirable and beneficial to the public,|1010|Section 3 The First Amendment complies with all applicable State and|10 10|10 City regulations governing development agreements and amendments to development
11 agreements
12 Section 4 The City Council hereby approves and adopts the First
13 Amendment which is hereby incorporated by this reference as though fully set forth
14 herein
15 Section 5 The Mayor is authorized and directed to sign the First
16
Amendment in the name of the City of Culver City and, the City Council further directs
17
18 that the First Amendment and this Ordinance be presented to the County Recorder for
19 recordation within ten (10) days after this First Amendment becomes effective
20 Section 6 This Ordinance shall take effect thirty (30) days from the
21 date of its adoption and prior to the expiration of fifteen (15) days from the adoption
22
23
24
25
26
27
28
-3-hereof the City Clerk shall cause this Ordinance to be published in the Culver City
News Additionally the City Clerk shall post this Ordinance or a summary thereof in at
least three public places within the City pursuant to Section 517 of the City Charter
APPROVED and ADOPTED this day of April, 2006
ALBERT VERA, Mayor
City of Culver City, California
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
ATTEST
-4-
APPROVED AS TO FORM
CHRISTOPHER ARMENTA,
City Clerk
A06 00122
CAROL A SCHWAB,
City Attorney
I|1010101010101010|9Attachment No 6|1010|ORDINANCE NO 93 015
AN ORDINANCE OF THE CITY OF CULVER CITY,
CALIFORNIA, AUTHORIZING THE EXECUTION OF THE
DEVELOPMENT AGREEMENT BY AND BETWEEN THE
CITY OF CULVER CITY, SONY PICTURES
ENTERTAINMENT, INC AND LOT, INC, RELATING TO
REAL PROPERTY LOCATED AT 10202 WASHINGTON
BOULEVARD
II|109| WHEREAS, on August 9, 1990, the applicant Sony Pictures|1010|I Entertainment, Inc (hereinafter "SPE"), filed applications for approval of a
Comprehensive Plan and related applications, for the phased renovation and
i expansion of the existing studio facilities located at 10202 Washington Boulevard in the
Studio (S-1) Zone (hereinafter "Project"),
WHEREAS, to implement the proposed Project, the applications filed by
SPE include a Design For Development, Building Height Determination Zone Change,
ZC No 90-04, Street Tree Master Plan Amendment, STMPA No 92-01,
Comprehensive Plan CF No 90-01 Conditional Use Permit, CUP No 90-10, and
Development Agreement, and the City-initiated related applications include a General
Plan Amendment, CPA No 90-02 and Zoning Code Amendment, ZCA No 92-05,
WHEREAS, the Project site is approximately 46 11 acres located within
the Washington-Culver Redevelopment Project Area No 3 and bounded by Madison
Avenue Washington Boulevard Overland Avenue and Culver Boulevard and includes
the existing studio site, 3941 Madison Avenue referred to as the "Thalberg Annex", and
10181 through 10641 Culver Boulevard referred to as the "Railroad Strip", but excludes
4080 Overland Avenue owned by Southern California Edison and operated as an
electrical substation with a portion of the property leased to Sony Pictures Studios for
non-credited off-site parking|101010101010101010 10
10|11
12
13
14
) ] 5
16
17
18
19
20
21
22
23
24
25
26 11
27
I
I
28
il
93-0159|1010|i
8 1|101010|i|109| WHEREAS, in accordance with the California Environmental Quality Act
1
of 1970, as amended and after the proposed written responses to comments from
public agencies were duly provided to such agencies as required by Public Resources
Code section 21092 5, an Environmental Impact Report (hereinafter ' EIR") for this
Project was certified by the City Council and Culver City Redevelopment Agency
(hereinafter "Agency") on October 5, 1992, by adoption of Resolutions No 92-R083
and 92-A013, respectively,
WHEREAS, in February, 1991, the City Council and Agency agreed with
staffs recommendation to supplement the standard public notice requirements for this
EIR and Project, by mailing notice to property owners and tenants within 2,300+ feet of
i
the Project site
WHEREAS, notice of the public hearing on this Project was mailed to
property owners and tenants within the expanded boundary and to all persons
expressing interest in this Project by publication of notices in The Outlook and Culver
City News, and by posting placards as required by the Culver City Municipal Code,
WHEREAS the proposed Project, and specifically the Design for
Development and Comprehensive Plan, was reviewed by the Redevelopment Project 3
Committee on January 7, 1993 which following discussion recommended conditional
approval of the proposed Project,
WHEREAS the Planning Commission held a duly noticed public hearing
on May 19, 1993, and following review of the certified EIR, the applications staff report
public testimony and thorough discussion of the matter including the applicant's
withdrawal of the Conditional Use Permit CUP No 90-10, application at the May 19
hearing the Planning Commission determined all remaining applications should be
recommended to the City Council or the Agency for approval as set forth in Resolution
No 93-P013,|10101010101010
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
I
26 i
,
27 I
28
i|1010|-2
93-0151
( 1
---) 2|10101010101010 10
10|11
12
13
14
) 1 5
16
17
18
19
20
21
22
23
24
25
26
27
28
i|101010|WHEREA, the 1992 EIR has identified certain significant effects which
may occur as a result of the Project, or on a cumulative basis in conjunction with other
past, present, and reasonably foreseeable future projects, and the City Council has
considered the differences between the Project analyzed in the EIR and the Project as
currently approved,
WHEREAS, the City Council and Agency held a duly noticed public
hearing on June 28, 1993, and on July 12 and 28, 1993 held duly noticed public
meetings, and following review of the certified EIR, the applications staff reports, public
testimony, Planning Commission recommendations, and thorough discussion of the
matter, including SPE's withdrawal of CUP No 90-10 application, voted to conditionally
approve the Project,
WHEREAS, in compliance with the CEQA Guidelines, the City Council
made written findings for each of the significant environmental effects identified in the
EIR, and adopted a Statement of Overriding Considerations by adoption of Resolution
No 93-R070,
WHEREAS, the Agency conditionally approved the Design for
Development and the Comprehensive Plan, by Resolution No 93-A011, and the City
Council conditionally approved the Comprehensive Plan, CP No 90-01, Building
Height Determination, General Plan Amendment GPA No 90-02, Street Tree Master
Plan Amendment, STMPA No 92-01, and adopted a mitigation monitoring Program in
accordance with Public Resources Code section 21081 6, by Resolution No 93-R071,
approved the Zone Change, ZC No 90-04 by Ordinance No 93-016, and Zoning Code
Amendment, ZCA No 92-05 by Ordinance No 93-017,and
WHEREAS, the City Council has determined approval of the
Development Agreement by and between Sony Pictures Entertainment, Inc and Lot,
Inc is in the public interest, and is consistent with the City's General Plan and Zoning
Code
-3-
93-015NOW THEREFORE the City Council of the City of Culver City,
California, DOES HEREBY ORDAIN as follows
SECTION 1 The City Council finds, with respect to the Development
Agreement
(a)
It is consistent with the objectives, policies and programs
specified in the City's General Plan, Comprehensive Plan, the Agency's
Redevelopment Plan for Project Area No 3, and the adopted Design for
Development,
(b) The density, intensity, building heights and uses set forth in the
Development Agreement are permitted by the underlying zone of the subject
property and are consistent with the adopted Comprehensive Plan
(c)
The Development Agreement will not be detrimental to the
public health, safety and general welfare since it encourages the
construction of a project which is desirable and beneficial to the public,
(d)
The Development Agreement complies with all applicable and
State regulations governing development agreements, and
(e) The Development Agreement is necessary and desirable to
strengthen the public planning process and to reduce the public and private
costs of development uncertainty
SECTION 2 The City Council hereby approves and adopts the
Development Agreement by and between the City of Culver City, Sony Pictures
Entertainment, Inc and Lot, Inc which is hereby incorporated by this reference as
though fully set forth herein
SECTION 3 The Mayor is authorized and directed to sign the
Development Agreement in the name of the City of Culver City and, further,
directs the Development Agreement and this Ordinance be presented to the
County Recorder for recordation within ten ( 1 0) days after the Development
-4
93-015|10101010101010|7 |101010 10
10|11
12
13
14
15
16
17
18
19
20
21.
22
23
24
25
26
Ii
h
27 I
28Agreement becomes effective
SECTION 4 This Ordinance shall take effect thirty (30) days from the
date of its adoption and prior to the expiration of fifteen (15) days from the
adoption hereof the City Clerk shall cause this Ordinance to be published in the
Culver City News
APPROVED and ADOPTED this 16th day of August ,1993
MIKE BALKMAN, Mayor
City of Culver City, California
ATTEST
APPROVED AS TO FORM
PAULINE C DOLCE
NORM,AN Y HERR!
City Clerk
City Attorney
ospedev
(eek)
?I 7 lictA,
PUBLISHED IN THE CULVER CITY NEWS ON AUGUST 21 AND 26, 1993|1010|I
1
i|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25|1010|26 1
h
27 'I
28
-5-
93-015-- 93 1803934
RECORDING REQUESTED BY
7) AND WHEN RECORDED MAIL TO
City of Culver City
P 0 Box 507
Culver City, California 90232-0507
Attention City Attorney
[Space Above Line for Recorder's Use Only]
DEVELOPMENT AGREEMENT
BY AND AMONG
CITY OF CULVER CITY,
SONY PICTURES ENTERTAINMENT, INC
AND
LOT, INC.
September 15, 1993DEVELOPMENT AGREEMENT
BY AND AMONG
CITY OF CULVER CITY,
SONY PICTURES ENTERTAINMENT, INC
AND
LOT, INC
TABLE OF CONTENTS
II
DEFINITIONS
RECITALS OF PREMISES, PURPOSE AND INTENT
Page|101010|A State Enabling Statute 3
City Procedures 4
The Property 5
The Project 5
Project Approvals 6|109| Environmental Impact Report 6|109| Discretionary Approvals 6
Comprehensive Planning Objectives and Public
Benefits in Return for Assurance of Completion 6
Additional Public Benefits in Return for
Assurances by City|1010|Public Benefits/Comprehensive Plan Conditions 11
Owner Objectives 13
III AGREEMENT AND ASSURANCES 14
A Agreement and Assurances on the Part of Owner 14
Agreement and Assurances on the Part of the City 15|109| Entitlement to Develop 16|109| Subsequent Development Review 18|109| Justifiable Reliance 19|109| Consistency with Applicable Rules 19|109| Subsequent Discretionary Actions 19|109| Term of Map(s) and Other Project Approvals 20|109| No Other Exactions 20|109| Credit/In-lieu Credit for Public Financing 20|10 9| Helicopter Operations - Conditional Use
Permit 21
Consequences of Failure to Develop 22
IV GENERAL PROVISIONS 25
A Effective Date, Recordation 25
B Duration 25
C Cooperation and Implementation 25|109| Cooperation in the Event of Legal Challenge 26|109| Public Financing Districts 27|109| Other Governmental Bodies 27
-1-
93 1803934) -)
D "Commission" means the Planning Commission of
Culver City
E "Comprehensive Plan" means Comprehensive Plan,
CP No 90-01, and any conditions thereto, as approved by Council
Resolution No 93-R071
F "Council" means the City Council of Culver
City
G "Development Agreement Act" means Sections
65864, et seq , of the California Government Code
H "Director" means the Director of Community
Development of Culver City
I "Discretionary Action, Discretionary Approval"
means an action which requires the exercise of judgment, deliber-
ation or a decision on the part of City, including any board,
commission or department and any officer or employee thereof, in
the process of approving or disapproving a particular activity, as
distinguished from an activity which merely requires City,
including any board, commission or department and any officer or
employee thereof, to determine whether there has been compliance
with applicable statutes, ordinances, regulations or Project
Approvals
J "General Plan" means the General Plan of City
K "Mortgagee" means a mortgagee of a mortgage and
a beneficiary under a deed of trust
L "Owner" means Lot, Inc ("Lot") and Sony
Pictures Entertainment, Inc ("SPE"), jointly and severally, and
each of their successors and assigns|101010101010101010 10
10|11
12
13
)
14
15
16
17
18
19
20
21
22
23
24
25
26
27
RISILVER 12640 496453 11 2
93 1803934
LkwuncEs0F2|1010|COX CAST! E &
NICHOLSON
LOS ANGELES CA
08/11/93I|1010|M "Project" means the Property and the proposn
development of the Property described in Section II D
N "Project Approvals" means
1 Council Resolution No 93-R071 approving
General Plan Amendment, GPA No 90-02, the Comprehensive Plan,
Street Tree Master Plan Amendment, STMPA No 92-01, building
heights to exceed 56 feet, and a Mitigation Monitoring Program, and
2 Ordinance No 93-017 approving Zoning Code
Amendment, ZCA No 92-05, and Ordinance No 93-016 approving Zone
Change, ZC No 90-04
O "Property" means that certain real property in
which Owner owns a legal or equitable interest located in City and
more particularly described on Exhibit "A" attached hereto and
incorporated herein
P "Zoning Code" means Chapter 37 of the Code
II RECITALS OF PREMISES, PURPOSE AND INTENT
A State Enabling Statute
To strengthen the public planning process,
encourage private participation in comprehensive planning and
reduce the economic risk of development, the Legislature of the
State of California adopted the Development Agreement Act which
authorizes any city to enter into binding development agreements
establishing certain development rights in real property with
persons having legal or equitable interests in such property
93 1803934
RISILVER 22640 49663 11 3 08/11/93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGFI FC CASection 65864 of the Development Agreement Act expressly provides,
in part, as follows
"The Legislature finds and declares that
"(a) The lack of certainty in the
approval of development projects can result in
a waste of resources, escalate the cost of
housing and other development to the consumer,
and discourage investment in and a commitment
to comprehensive planning which would make
maximum efficient utilization of resources at
the least economic cost to the public
"(b) Assurance to the applicant for a
development project that upon approval of the
project, the applicant may proceed with the
project in accordance with existing policies,
rules and regulations, and subject to condi-
tions of approval will strengthen the public
planning process, encourage private participa-
tion in comprehensive planning, and reduce the
economic cost of development "
B City Procedures
The parties hereto have determined that the
Project is a development for which a development agreement is
appropriate Development of the Project in accordance with a
development agreement will provide for the orderly development of
the Property in accordance with the objectives set forth in the
General Plan and the Comprehensive Plan Moreover, a development
agreement for the Project will eliminate uncertainty in planning
for and securing orderly development of the Project, ensure
attainment of the maximum efficient utilization of resources within
the City at the least economic cost to its citizens and otherwise
achieve the goals and purposes for which the Development Agreement
Act was enacted In exchange for these and other benefits to the
City, Owner will receive the assurance that, subject to the
exercise of Owner's discretion described in Section III A 1 below,
RISILVER /2640 49663 11 4
93 1803934
08,11/93
)
1|1010101010101010 10
10|11
12
13
) 14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES 0E
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA) -)
,
(
Owner shall develop the Project during the term of this Agreem(—)
in accordance with the Applicable Rules, subject to the terms and
conditions herein contained City has undertaken the necessary
proceedings, has found and determined that this Agreement is
consistent with the General Plan and the Comprehensive Plan and has
adopted Ordinance No 93-015 approving this Agreement which
ordinance became effective on September 15, 1993
This Agreement does not (1) grant density or
intensity in excess of that otherwise established in the Project
Approvals, (2) supersede, nullify or amend any condition imposed in
the Project Approvals, (3) guarantee to Owner any profits from the
Project, (4) subject to the provisions of Section II G 4 below,
prohibit or, if legally required, indicate Owner's consent to, the
Property's inclusion in any public financing district or assessm 1
district, or (5) amend the General Plan or the Comprehensive Plan
C The Property
Lot is the owner of the Property, which
consists of approximately 46 11 acres and which is shown on the
Location Map attached hereto as Exhibit "B" and incorporated
herein SPE is responsible for coordinating the development of the
Project
D The Prolect
The proposed project consists of the expansion
and renovation of the existing television and motion picture studio
facility At the completion of the phased construction program, if
fully implemented, the project will include approximately two
million, five hundred forty-two thousand, eight hundred ninete
(2,542,819) gross square feet of studio offices, stage, post
93 1803934|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES 0E
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
RISILVER 22640 49663 11 5 08n1/93production, retail and support space, as well as on site and
offsite infrastructure improvements The permitted uses, the
density or intensity of use, the maximum height and size of
proposed buildings, including architectural and facade features,
parking structures and roof top mechanical equipment, and
provisions for reservation or dedication of land for public
purposes shall be those set forth in the Project Approvals
E Project Approvals
1 Environmental Impact Report By Council
Resolution No 92-R083, the Council certified, after making appro-
priate findings, the Environmental Impact Report for the Project
dated October 5, 1992, under the provisions of the California
Environmental Quality Act [California Public Resources Code Section
21000, et seq ] (the "EIR")|109| Discretionary Approvals In addition to
certifying the EIR, the Council approved the Project Approvals
F Comprehensive Planning Objectives and Public
Benefits in Return for Assurance of Completion
In accordance with the legislative findings set
forth in Section 65864 of the Development Agreement Act, City
wishes to attain certain objectives that will be furthered by this
Agreement By entering into this Agreement, City assures Owner
that the Project may be completed in accordance with the Applicable
Rules Completion of the Project will further the comprehensive
planning objectives contained within the General Plan and the
Comprehensive Plan and will result in public benefits, including,
among others, the following
)
1|1010101010101010 10
10|11
12
13
)
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGEI ES CA 93 1803934
RIS1LVER 72640 49663 11 6 omuu1|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA|109| Fulfilling long term economic and so(
goals for the subject area,
2 Providing high-quality planned
developments with upgraded landscaping, underground utilities, open
space, pedestrian areas (courtyard, walks and benches), quality
design and protection of historic buildings,
3 Improvement of the circulation system in
the vicinity of the Project through the implementation of the
transportation/traffic mitigation measures required by the
Applicable Rules,|109| Providing positive ongoing fiscal benefit
to the City's General Fund,|109| Providing for both short-term construction
employment and long-term permanent employment within City,
ID|109| Assuring the long-term viability of the
economy of the City and of the surrounding community,|109| Solidifying the historic presence and
operation of the movie and entertainment industry in City,|109| Enhancing the vicinity in and around the
downtown area of City,|10 9| Coordinating the phasing of public
facilities with private development, and
10 Minimizing public expenditure for
infrastructure and other improvements
Additional Public Benefits in Return for
Assurances by City
In addition to the public benefits outlined J.11
Section II F above, as consideration for the assurances provided by
RISILVER /2640 49663 11 7
93 1803934
Nn uw1
D
)
14
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
-
22
23
24
25
26
27
20
21
15
16
17
18
19|101010101010 10
10|11
12
13|101010|City in this Agreement, Owner agrees to provide the following
additional public benefits
1 Owner agrees to provide at least one (1)
free monthly screening of SPE's films or videos at the Senior
Center or other locations to be agreed upon by SPE and City's Chief
Administrative Officer,
2 Owner agrees to provide upgraded
equipment, including closed caption equipment for the Senior
Center, as determined by Owner and the Chief Administrative
Officer,
3 Owner agrees to pay a pro rata share of
the cost for undergrounding the offsite utility lines along
Overland Avenue between Venice and Culver Boulevards (excluding the
Southern California Edison substation), provided that Owner's pro
rata share shall be equal to a percentage (as calculated below) of
the total actual cost for such undergrounding, and provided further
that
a No part of such payment shall be made
before the undergrounding has been commenced,
b One-half (1/2) of such payment shall
be made upon the issuance of any building permit for any "net new
development" (as defined in the Comprehensive Plan) in excess of
twenty-five thousand (25,000) square feet in Comprehensive Plan
Design Area 5,
c One-half (1/2) of such payment shall
be made upon the issuance of any building permit for any net new
development in excess of twenty-five thousand (25,000) square feet
in Comprehensive Plan Design Area 6, and
RISILVER 22640 49663 11 8
93 1803934
08/11/931
The method of calculation for Owner's|1010|percentage of Overland Avenue undergrounding shall be as follow_-)|1010|Property's Overland Avenue frontage|1010|in linear feet (A) divided by the sum of the total linear feet of|1010|Overland Avenue frontage on the west side between Venice Boulevard|1010|and Culver Boulevard (B) plus the total linear feet of Overland|1010|frontage on the east side between Washington Boulevard and Culver|1010|Boulevard (C) multiplied by one hundred (100) equals Owner's|10 10|percent share (D), i e
10
11
‘B+Cij
12
13|109| Notwithstanding the provisions of
14
Section III B 7 below, Owner agrees to pay a storm drain fee that
15
is adopted by City following the Effective Date, the payment
16
such fee to be in accordance with and subject to the provisions of
17
Condition VI A of the Comprehensive Plan City hereby acknowledges
18
that nothing in this Section II G 4 shall be interpreted as a
19
waiver of Owner's right to contest the calculation of the fee
20
Owner hereby agrees that the storm drain fee may be levied directly
21
or through an assessment or other public financing district,
22|109| From time to time, Owner agrees to provide
23
advice and assistance to the Culver City Historical Society, and
24
further agrees to identify historical materials and to donate no
25
fewer than ten (10) items of movie memorabilia, selected at Owner's
26
discretion, to the Historical Society within one (1) year of City's
27
approval of the Comprehensive Plan,
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
R1SILVER /2640 49663 11 9
93 1803934
08/11/936 Owner agrees to offer free public tours of
the Project to residents of and persons employed in Culver City at
least three (3) times per year The scope of such tours shall be
reasonably determined by Owner Tour dates shall be coordinated
with City Owner shall advertise each tour in selected Culver City
media at least thirty (30) days in advance,
7 Owner agrees to establish and maintain a
Sony Pictures film history museum either on site or, so long as
Owner leases or owns the Sony Pictures Plaza Building, in the lobby
area of the Sony Pictures Plaza Building If located on site, the
museum shall constitute a part of the retail square footage that is
permitted on the site The size of the museum, the hours of
operation and the composition of the exhibits in the museum shall
be determined by Owner, after consultation with City's Chief
Administrative Officer,
8 Owner agrees to comply with the waste
water "zero net flow increase" provisions of Condition V F 4 of the
Comprehensive Plan
9 Beginning with the effective date of the
Comprehensive Plan and on July 1 of every year thereafter for a
period of at least ten (10) years, Owner agrees to purchase for the
Culver City Unified School District at least twenty-five thousand
dollars ($25,000) worth of equipment and programs, as approved by
the Superintendent of the District,
10 Owner agrees to pay to the City the
following costs of providing vehicle and parking enforcement in the
neighborhoods and commercial areas in the vicinity of the Project
site The payment shall be made upon the effective date of the
RISILVER 22640 49663 11
10
93 1803934
08/11/93
D |101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CALAW OFFICES OF
28
COX CANTLE &
NICHOLSON
LOS ANGELES CA
24
25
26
27
22
23
20
21|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
Comprehensive Plan ("Year One") and every year thereafter for')
period of four (4) years, as follows
a Year One $60,000
July 1, 1994 $49,900
July 1, 1995 $38,922
July 1, 1996 $26,986
July 1, 1997 $14,033,
11 To the satisfaction of the City Treasurer,
Owner agrees to self-accrue and pay to the State of California
applicable sales taxes on items purchased from businesses which are
located outside the State,
12 Owner agrees that City shall be the point
of sale for all retail sales generated by the retail space on the
Project site, and
13 Owner agrees to ensure funding is
available for the operation and replacement of the bus described in
Condition XII F 4 h of the Comprehensive Plan by complying with the
provisions of the revenue guarantee set forth in
Condition XII F 4 i of the Comprehensive Plan
Public Benefits/Comprehensive Plan Conditions
In finalizing the conditions to the
Comprehensive Plan and the terms of this Agreement, City and Owner
discussed, at length, whether certain items belonged in the
conditions to the Comprehensive Plan or were more appropriately
designated "benefits" under this Agreement Throughout the
discussions, City expressed a concern that designating the items a
"benefit" in the Development Agreement represented a concession
the City that it could not have required the items as conditions to
RISILVER /2640 49663 11
11
93 1803934
ogn 1 /93-
D
i|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
the Comprehensive Plan, if there were no Development Agreement On
the other hand, Owner expressed a concern that including the items
as conditions to the Comprehensive Plan represented a concession by
Owner that the items could be required by City without this
Agreement To resolve the matter, City and Owner have agreed that
the inclusion of the following items in this Agreement do not
represent a concession by City that these items could not have been
imposed as conditions of the Comprehensive Plan without this
Development Agreement and do not represent a concession by Owner
that these items could, without this Agreement, be required as
conditions to the Comprehensive Plan
1 Owner agrees to prepare photographic
[eight inches by ten inches (8" X 10")] black and white and color
prints with negatives and a video tape (color video, high speed,
with pictures and narration) documentation of all "landmark" and
"significant" structures in accordance with the provisions of the
Comprehensive Plan
2 Owner agrees that in perpetuity, the
designated structures listed below shall not be demolished, except
that Owner may apply for a Certificate of Economic Hardship,
pursuant to Chapter 38 of the Code, after the term of this
Agreement
a Colonnade Building
b Commissary Building
c Gable Building
d Myrna Loy Building
e Stage 4 building
RISILVER 22640 49663 11
12
93 1803934
08/11/93Stage 6 building (but not includ
the rooftop sign)
Thalberg Building
Owner Oblectives
In accordance with the legislative findings set
forth in Section 65864 of the Development Agreement Act, Owner
wishes to obtain reasonable assurances that, having received the
necessary Discretionary Approvals for the Project
(1 e , the
Project Approvals), Owner may develop the Project in accordance
with the Applicable Rules, with the conditions established in the
Project Approvals and with the terms of this Agreement Because of
the nature of the Project and the type and extent of the public
improvements to be provided by the Project, the development of the
Project will take a long period of time to complete
Owne
decision to commence the Project is based on expectations of
proceeding with the Project to completion In the absence of this
Agreement, Owner would have no assurance that it could complete the
Project and would therefore be exposed to significant economic
risk For any number of currently foreseeable and unforeseeable
reasons, including, without limitation, regional traffic and
related impacts (e q , impacts on air quality) resulting from
development outside the jurisdiction of City, pressures on City
could be created to (1)
halt the Project at a point short of total
build-out, as such build-out is permitted by the Project Approvals,
(11) reduce the intensity of the Project, (iii) defer or delay
completion of the Project, or (iv) apply new rules, regulations or
official policies to the Project in such a manner as
significantly increase the cost of the Project The burden of
RISILVER 12640 49663 II
13
93 1803934
08/11/93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CAD
)|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CAST! E &
NICHOLSON
LOS ANGELES CA
interest carrying costs, the difficulty of obtaining construction
and/or permanent financing and the potential loss of anticipated
revenue associated with these development risks and uncertainties
would, in the absence of this Agreement, deter and discourage Owner
from making a long-term commitment to the implementation of the
Project Owner has expended and will continue to expend large
amounts of time and money on the planning and infrastructure
construction of the Project In addition, Owner will expend large
amounts of time and money in constructing public improvements and
facilities and providing for public services in connection with the
Project Owner would not make such additional expenditures without
this Agreement and such additional expenditures will be made in
reliance upon this Agreement Accordingly, Owner cannot prudently
commence the development of the Project and the public improvements
and facilities without reasonable assurance that it will be able to
complete the Project in accordance with the Applicable Rules
III AGREEMENT AND ASSURANCES
A Agreement and Assurances on the Part of Owner
1 In consideration of the premises, purposes
and intentions set forth in Article II above, and in consideration
of the assurances for completion of the Project pursuant to the
terms and conditions of City assurances set forth in Section III B
below, in the event Owner, using its own business judgment, after
taking into consideration all relevant factors influencing Owner's
business decisions, elects to proceed with the development of the
Project, Owner agrees to develop the Project in accordance with the
RISILVER 72640 49663 II
14
93 1803934
08/11/93terms and conditions of this Agreement, with the conditin
established in the Project Approvals and with the Applicable Rules
2 Notwithstanding anything set forth in this
Agreement, in the event that the Project is not developed for any
reason, including, without limitation, litigation attacking any of
the Project Approvals or this Agreement, subject to the sentence
immediately following, Owner shall be under no obligation to make
any improvements or pay any fees required by the Applicable Rules,
and any such fees paid by Owner shall be refunded by City, if
pursuant to City's normal refund procedures, such refund is
appropriate If Owner is unable or elects not to proceed with
development of the Project as a result of litigation attacking any
of the Project Approvals or litigation attacking this Agreement,
City and Owner shall review the fees, exactions, benefits and ott )
consideration paid by Owner to City pursuant to the Applicable
Rules or pursuant to this Agreement and shall make a good faith
effort to determine whether any portion or all of the fees,
exactions, benefits and other consideration previously paid by
Owner should, under the circumstances, be refunded to Owner,
provided, if City and Owner are unable to agree, the determination
of the refund, if any, of such fees, exactions, benefits and other
consideration shall be made in accordance with the provisions of
Section IV D 3 below
Agreement and Assurances on the Part of the
City
In order to effectuate the premises, purposes
and intentions set forth in Article II above, and as an induceme
for Owner to obligate itself to carry out the covenants and
RISILVER 22640 49663 11
15
93 1803934
wn 1 /93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA)
1
conditions set forth in the preceding Section III A of this
Agreement, and in consideration for Owner's doing so, City hereby
agrees and assures Owner that Owner will be permitted to carry out
and complete the entire Project, subject to the terms and
conditions of this Agreement, the conditions established in the
Project Approvals and the Applicable Rules In furtherance of such
Agreement and assurance, and pursuant to the authority and
provisions set forth in the Development Agreement Act, City, in
entering into this Agreement, hereby agrees and acknowledges that
1 Entitlement to Develop City agrees that
Owner has the right to develop the Project, subject to the
conditions imposed by the Project Approvals and in accordance with
the Applicable Rules, and finds the Project consistent with the
General Plan, as amended, the Comprehensive Plan, and the Zoning
Code
Any change in the Applicable Rules,
including, without limitation, any change in any applicable
general, specific or comprehensive plan, zoning, subdivision, or
building regulation, including, without limitation, any such change
by means of an ordinance, City Charter amendment, initiative,
resolution, policy, oraer or moratorium, initiated or instituted
for any reason whatsoever and adopted by the City Council, Planning
Commission or any other Board, Commission or Department of City, or
any officer or employee thereof, or by the electorate, as the case
may be, which would, absent this Agreement, otherwise be applicable
to the Project and which would conflict in any way with or be more
restrictive than the Applicable Rules, shall not be applied by City
to the Project unless City determines that the failure to apply
RISILVER 22640 49663 11
16
93 1803934
08/11/93|101010101010101010 10
10|11
12
13
)
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
LAW OFFICES OF
COX CAST! E &
NICHOLSON
LOS ANGELES CAsuch change would place the residents of City in a conditi -)
dangerous to their health or safety, or both Notwithstanding the
above, development of the Project shall be subject to changes
occurring from time to time in City rules, regulations and official
policies relating to uniform codes, including, but not limited to,
the Uniform Building Code, Uniform Electrical Code, Uniform Grading
Code, Uniform Mechanical Code, Uniform Plumbing Code, or Uniform
Fire Code applicable to private improvements to be constructed on
the Property, provided that such changes (a) are found by City to
be necessary to the health and safety of the citizens of City and
(b) are generally applicable to all property in City that is being
used for the same or similar purposes as the Property
Any subsequent Discretionary Actions by
City or any conditions, terms, restrictions and requirements f )
such Discretionary Actions by City, shall not prevent development
of the Property for the uses and to the maximum density or inten-
sity of development set forth in the Project Approvals and this
Agreement
The City acknowledges that Owner cannot at
this time predict when or the rate at which the Project will be
developed Such decisions depend upon numerous factors which are
not within the control of Owner, such as market orientation and
demand, interest rates, absorption, competition, and other similar
factors Because the California Supreme Court held in Pardee
Construction Co v City of Camarillo (1984) 37 Cal 3d 465, that
failure of the parties therein to provide for the timing of devel-
opment resulted in a later adopted initiative restricting
timing of development to prevail over such parties' agreement, it
RIS1LVER 72640 49663 11
17
93 1803934
08/11/93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CAD
)|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
LAW OFFICES OF
28
COX CASTI F Se
NICHOLSON
LOS ANGELES CA
23
24
25
26
27
22
21
is the parties' intent to cure that deficiency by acknowledging and
providing that Owner shall have the right to develop the Project in
such order and at such rate and at such times as Owner deems
appropriate within the exercise of its subjective business
judgment
In addition to and not in limitation of
the foregoing, it is the intent of Owner and City that no
moratorium or other limitation (whether relating to the rate,
timing or sequencing of the development or construction of all or
any part of the Project, whether imposed by City Charter amendment,
initiative, ordinance, resolution, policy, order or otherwise, and
whether enacted by the City Council, Planning Commission or any
other Board, Commission or Department of City, or any officer or
employee thereof, or by the electorate) affecting parcel or
subdivision maps (whether tentative, vesting tentative or final),
building permits, occupancy certificates, or other entitlements to
use or service (including, without limitation, water and sewer)
approved, issued or granted within City, or portions of City, shall
apply to the Project to the extent such moratorium or other
limitation is in conflict with this Agreement
2 Subsequent Development Review City shall
not require Owner to obtain any approvals or permits for the
development of the Project in accordance with this Agreement other
than those permits or approvals which are required by the
Applicable Rules All subsequent review of development of the
Project shall be subject to the terms and conditions of this
Agreement As provided for in Section 65869 5 of the Development
Agreement Act, this Section III B 2 shall not preclude the
RISILVER 22640 49663 11
18
93 1803934
08/11/931|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES 0E
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
application to the Property of changes in City rules, regulaticTh
)
or official policies, the terms of which are specifically mandated
and required by changes in State or federal laws or regulations
3 Justifiable Reliance City acknowledges
that, in investing money and planning effort in and to the Project
and all public improvements required hereunder, and in undertaking
commencement of the Project, Owner will be doing so in reliance
upon City's covenants contained in this Agreement and upon the
enforceability of this Agreement, and City agrees that it will be
reasonable and justifiable for Owner to so rely
4 Consistency with Applicable Rules City
finds, based upon all information made available to City prior to
or concurrently with the execution of this Agreement, that there
are no Applicable Rules that would prohibit or prevent the fi )
completion and occupancy of the Project in accordance with the
uses, densities, designs, and heights approved in the Project
Approvals and agreed to herein
5 Subsequent Discretionary Actions With
respect to any Discretionary Action or Discretionary Approval that
is required subsequent to the execution of this Agreement, City
agrees that it will not unreasonably withhold from Owner or
unreasonably condition any Discretionary Action or Discretionary
Approval which must be issued by City in order for the Project to
proceed to construction and occupancy In addition, no condition
shall preclude or otherwise limit Owner's ability to develop the
Project in accordance with the height, density and size speci-
fications set forth in the Project Approvals nor otherwise confli
with any provision of this Agreement
RISILVER 22640 49663 11
19
93
1803934
08/11/936 Term of Map(s) and Other Project
Approvals Pursuant to California Government Code
Sections 66452 6(a) and 65863 9, the term of any subdivision or
parcel map that may be processed on all or any portion of the
Property during the term of this Agreement and the term of each of
the Project Approvals shall be extended for a period of time
through the scheduled termination date of this Agreement as set
forth in Section IV B below
7 No Other Exactions Except as provided in
the Project Approvals and this Agreement, no other exactions shall
be required to be paid, dedicated, constructed, or contributed by
Owner in connection with this Agreement or any Project Approval
For purposes of this Agreement, exaction shall mean any requirement
of City in connection with or pursuant to any Applicable Rule or
any Project Approval for dedication of land, construction or
improvement of public facilities, payment of fees or making any
other contribution required in order to address impacts of
development on the community or the impacts of this Agreement For
purposes of this Agreement, usual and customary application,
processing and permit fees of the type now in effect shall not be
considered exactions|109| Credit/In-lieu Credit for Public
Financing If, after the Effective Date, the Property, or any
portion thereof, is included in any public financing district or
assessment district, Owner shall be given credit or in-lieu credit
for any exactions or benefits previously provided or to be provided
by Owner in connection with any Project Approval or this Agreement
to the extent any such exactions or benefits represent the types of
RISILVER /2640 49663 11
20
93 1803934
08/11/93
7) 1|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOI SON
LOS ANGELES CA)benefits, improvements, equipment, facilities or services for whic 11
the public financing district or assessment district is formed|10 9| Helicopter Operations - Conditional Use
Permit Owner hereby acknowledges that, based upon concerns about
noise and safety under current technology and the sentiment of the
community, if Owner had not withdrawn its application for a
Conditional Use Permit ("CUP") for helicopter operations, the
Council would have denied such application The parties further
acknowledge such denial would have still allowed helicopter
operations for emergency and construction purposes City hereby
acknowledges that it is Owner's desire that, if and when technology
is capable of producing a helicopter with noise and safety
characteristics that are acceptable to the Council, Owner should be
permitted to apply for a CUP that will authorize helicoptr
operations Owner hereby acknowledges and agrees that the decision
of the Council as to whether to issue a CUP and the terms and
conditions of the permit (including, without limitation, frequency,
hours and flight path) will be in the Council's sole and absolute
discretion Based on and subject to the foregoing, Owner shall be
permitted to apply for a CUP for helicopter operations in
accordance with the provisions of Chapter 17A, as amended, of the
Code In addition, Owner hereby agrees that any helicopter landing
(other than for emergency or construction purposes) authorized by
or made for the benefit of Owner, prior to Owner's receipt of a
CUP, shall result in a fine, in each instance, of $10,000 Owner
further agrees it shall not conduct or allow for its benefit
helicopter operations (other than for emergency or constructi
purposes) within a 750 foot radius of the Culver City
RIS1LVER 22640 49663 11
21
93 1803934
mn v93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA1|1010|D
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
23
24
25
26
27
16
17
18
19
20
21
22
13
14
12
15|101010101010 10
10 1010|jurisdictional boundary Such 750 foot limitation may be modified,
in the sole and absolute discretion of the Council, when and if the
Council grants a CUP, as provided above The $10,000 fine provided
for above shall likewise apply to helicopter operations prohibited
within the 750 foot radius
C Consequences of Failure to Develop
Recognizing that the timing of development of
the Project will be subject to future market and economic
conditions and that the dates set forth in the Comprehensive Plan
for completing various phases of the Project represent estimated
timeframes only, it is City's position that if development of the
Project is not undertaken by Owner in some reasonable fashion, the
term of this Agreement should be reduced In response to City's
concerns and in order to assure City that Owner intends to proceed
with development of the Project, Owner hereby agrees to the
following consequences should development of the Project not
proceed in a reasonable fashion
1 If construction of at least 300,000 square
feet of "new construction" (as hereinafter defined) in the Project
is not commenced by December 31, 1996, the term during which the
vesting provisions of Section III B 1 and 2 of this Agreement (the
"Vesting Term") remain in effect shall be reduced one day for each
day beyond December 31, 1996 that construction of 300,000 square
feet is not commenced If the Vesting Term of this Agreement is
required to be reduced in accordance with the provisions of this
subparagraph 1, at City's request City and Owner shall execute a
certificate, in form sufficient for recordation purposes,
indicating the reduction in the Vesting Term, and such certificate
RISTLVER 22640 49663 1 I
22
93 1803934
mn u93shall be recorded in the offices of the County Recorder of Lo
ch
Angeles County A reduction in the Vesting Term in accordance witn/
the provisions of this subparagraph 1 shall not constitute an
amendment to this Agreement requiring notice or public hearing
2 If construction of at least 500,000 square
feet of new construction, a. e , an additional 200,000 square feet,
in the Project is not commenced by December 31, 2001, the Vesting
Term of this Agreement shall be reduced one day for each day beyond
December 31, 2001 that construction of 500,000 square feet is not
commenced If a reduction in the Vesting Term is continuing under
the provisions of subparagraph 1 above, the reduction in the
Vesting Term shall be cumulative, a. e , two days, for so long as
the commencement of construction requirements of subparagraph 1 are
not satisfied If the Vesting Term of this Agreement is requir e-
to be reduced in accordance with the provisions of this
subparagraph 2, at City's request City and Owner shall execute a
certificate, in form sufficient for recordation purposes,
indicating the reduction in the Vesting Term, and such certificate
shall be recorded in the offices of the County Recorder of Los
Angeles County A reduction in the Vesting Term in accordance with
the provisions of this subparagraph 2 shall not constitute an
amendment to this Agreement requiring notice or public hearing
3 If construction of at least 800,000 square
feet of new construction, a. e , an additional 300,000 square feet,
in the Project is not commenced by December 31, 2006, the Vesting
Term of this Agreement shall be reduced one day for each day beyond
December 31, 2006 that construction of 800,000 square feet is r
commenced If a reduction in the Vesting Term is continuing under|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
LAW OFFICES OF
COX CASTLE &
NICHOLSON
LOS ANGELES CA
RISILVER 22640 49663 11
23
93 1803934
08/11/93the provisions of subparagraph 1 and/or 2 above, the reduction in
the Vesting Term shall be cumulative, i e , three days, for so long
as the commencement of construction requirements of both
subparagraphs 1 and 2 are not satisfied, and two days, for so long
as the commencement of construction requirements of subparagraph 2
are not satisfied If the Vesting Term of this Agreement is
required to be reduced in accordance with the provisions of this
subparagraph 3, at City's request City and Owner shall execute a
certificate, in form sufficient for recordation purposes,
indicating the reduction in the Vesting Term, and such certificate
shall be recorded in the offices of the County Recorder of Los
Angeles County A reduction in the Vesting Term in accordance with
the provisions of this subparagraph 3 shall not constitute an
amendment to this Agreement requiring notice or public hearing
4 As used in this Section III C , the term
"new construction" shall mean the construction of any structures,
including stages, that replace demolished structures as well as the
construction of new structures, including stages, as additions to
the Project The term "new construction" shall not include the
construction of any above ground, surface or below ground parking
structures or facilities As used in this Section III C,
construction shall be deemed to have "commenced" when the pouring
of a foundation for a structure is completed or, in the case of a
structure that has been demolished and a new structure is being
constructed on the demolished structure's foundation, construction
shall be deemed to have commenced when framing of such structure is
completed
)
1|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
)
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
RISILVER 22640 49663 11
24
93 1803934
08/11/935 Notwithstanding the provisions )
subparagraphs 1, 2 and 3 above, in no event shall the Vesting Term
of this Agreement be reduced by a cumulative total of more than
five (5) years
IV GENERAL PROVISIONS
A Effective Date, Recordation
This Agreement shall be effective on
September 15, 1993 (the "Effective Date") As provided in Section
65868 5 of the Development Agreement Act, a copy of this Agreement
shall be recorded with the Los Angeles County Recorder within ten
(10) days following its execution by both parties
B Duration
This Agreement shall commence upon f -/
)
Effective Date and shall remain in effect for a term of twenty (20)
years thereafter, unless this Agreement is terminated, modified or
extended by the provisions of this Agreement or by mutual consent
of the parties hereto Following the expiration of said term, this
Agreement shall be deemed terminated and of no further force and
effect, provided, however, such termination shall not automatically
affect any right arising from City approvals on the Property prior
to, concurrently with or subsequent to the Effective Date of this
Agreement or the rights and obligations set forth in Section IV C 1
below
C Cooperation and Implementation
City represents that it will cooperate with
Owner to the fullest extent reasonable and feasible to impleme
this Agreement Upon satisfactory completion by Owner of all
RISILVER /2640 49663 ii
25
93 1803934
Nn uu|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CADl|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES
COX CAST1 E &
NICHOLSON
LOS ANGELES CA
required preliminary actions and payments of appropriate fees, City
shall promptly commence and diligently proceed to complete all
steps necessary for the implementation of this Agreement and the
development of the Property in accordance with the terms of this
Agreement, including, but not limited to, the processing and check-
ing of any and all Project Approvals, agreements, covenants, and
related matters required under the conditions of this Agreement,
building plans and specifications, and any other plans necessary
for the development of the Property, filed by or on behalf of
Owner Owner shall, in a timely manner, provide City with all
documents, plans and other information necessary for City to carry
out its obligations hereunder
1 Cooperation in the Event of Legal
Challenge In the event of any legal action instituted by a third
party or other governmental entity or official challenging the
validity of any provision of this Agreement, the parties hereby
agree to cooperate in defending said action, provided, however,
Owner shall indemnify and hold City harmless from all litigation
expenses, including reasonable attorneys' fees and costs, arising
out of any legal action instituted by a third party or other
governmental entity or official (other than City or an official of
City) challenging the validity of any provision of this Agreement,
the Project Approvals, or any City action relating thereto City
shall promptly notify Owner of any such action, and City shall
cooperate fully in the defense thereof If City falls to promptly
notify Owner of any such action or if City fails to cooperate fully
in the defense, Owner shall not thereafter be responsible to
defend, indemnify or hold City harmless To the extent attorneys'
93 1803934
RISILVER 22640 49663 11 ogn 1 /93 26fees and costs become payable pursuant to the provisions of th -)
Section IV C 1 , City may submit billings for such fees and costs
no less frequently than quarterly to Owner
The filing of any third party lawsuit(s)
against City or Owner relating to this Agreement or to other
development issues affecting the Project shall not delay or stop
the processing or issuance of any permit or authorization necessary
for development of the Project, unless the third party obtains a
court order preventing the activity City shall not stipulate to
the issuance of any such order
2 Public Financing Districts City agrees
to cooperate with Owner in the establishment of one or more Mello-
Roos Districts and/or assessment districts covering all or a
portion of the Property to enable the issuance of bonds to finan
those improvements required in connection with the development of
the Project
3 Other Governmental Bodies To the extent
that City, its City Council, Planning Commission or any other
Board, commission or Department of City constitutes any other board
or agency, it shall not take any action that is inconsistent with
the terms of this Agreement
D Enforceability
Subject to the terms of this Agreement, Owner's
obligation to City is to develop the Project, subject to the
conditions established in the Project Approvals, and City's obliga-
tion to Owner is to permit Owner to complete the Project in
accordance with the Project Approvals and the Applicable Rules
turn, the parties anticipate that City's promises in Section III B
RISILVER 22640 49663 11
27
93 1803934
N/11/93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
)D
)|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICI1OLSON
LOS ANGELES CA
--)
will induce Owner to start and complete the Project Therefore,
the parties agree that the following provisions shall govern the
availability of remedies should either party breach its obligations
under this Agreement
The provisions of Section III A may not be
specifically enforced by City, nor may City in any way compel Owner
to either start or complete the Project, nor may City seek any
monetary damages from Owner for failure to start or complete the
Project
1 Default Failure by either party to
perform any term or provision of this Agreement for a period of
thirty (30) days after receipt of written notice thereof from the
other party shall constitute a default under this Agreement,
subject to extensions of time by mutual consent in writing Said
notice shall specify in detail the nature of the alleged default
and the manner in which said default may be satisfactorily cured
If the nature of the alleged default is such that it cannot reason-
ably be cured within such 30-day period, the commencement of the
cure within such time period and the diligent prosecution to
completion of the cure shall be deemed a cure within such period
For purposes of this Section IV D 1 , any notice of default
delivered by City to Owner and any determination that Owner has
failed to cure a default must first be approved by Council
Subject to the foregoing, after notice and
expiration of the 30-day period without cure, the other party to
this Agreement, at its option, may institute legal proceedings
pursuant to this Agreement
RISILVER 22640 49663 11
28
93 1803934
ofin v93D|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
OX CASTLE &
NICHOLSON
LOS ANGELES CA
Evidence of default may also arise in the
course of the regularly scheduled annual review described in
Section IV D 2 below
2 Periodic Review Each year prior to the
anniversary date of the Council's approval of this Agreement, Owner
shall demonstrate to Director its good faith compliance with the
terms of this Agreement in the form of an annual report If as a
result of such periodic review, the Director finds and determines,
on the basis of substantial evidence, that Owner has not complied
in good faith with the terms or conditions of this Agreement, the
Director shall set a date for a hearing on the matter before the
Council Notice of such hearing shall be given to Owner at least
thirty (30) days prior to the hearing and shall specify in detail
the nature of the alleged non-compliance and the manner in which it
may be satisfactorily cured If as a result of its review, Council
reasonably determines, on the basis of substantial evidence pre-
sented at such meeting, that Owner has not complied in good faith
with the terms and conditions hereof, City shall provide written
notice thereof ("Notice of Non-Compliance"), specifying in specific
detail and specific reasons for such finding After the City
delivers the Notice of Non-Compliance, Owner shall have the right
to cure such non-compliance as provided in Section IV D 1 above
In the event that Owner does not timely cure the non-compliance
after a Notice of Non-Compliance is delivered by City or if, during
the period which Owner must cure such default, Owner ceases to use
reasonable efforts to effect such cure, City shall have the right
to modify or terminate this Agreement or institute legal action
RISILVER 12640 49663 11
29
93 1803934
om u933 Institution of Legal Action Subject to
notice of default and opportunity to cure under Sections IV D i-)
and IV D 2 , in addition to any other rights of remedies, either
party may institute legal action to cure, correct or remedy any
default, to enforce any covenants or agreements herein, to enjoin
any threatened or attempted violation hereof, to recover damages
for any default, or to obtain any other remedies consistent with
the purpose of this Agreement Such legal action shall be heard by
a reference from the Los Angeles County Superior Court pursuant to
Code of Civil Procedure Section 638, et sea Owner and City shall
agree upon a single referee who shall then try all issues, whether
of fact or law, and report a finding and judgment thereon and issue
all legal and equitable relief appropriate under the circumstances
of the controversy before him If Owner and City are unable to
agree on a referee within ten (10) days of a written request to ao
so by either party hereto, either party may seek to have one
appointed pursuant to Code of Civil Procedure Section 640 The
costs of such proceeding shall initially be borne equally by the
parties Any referee selected pursuant to this Section IV D 3
shall be considered a temporary judge appointed pursuant to
Article 6, Section 21, of the California Constitution Nothing in
this Section IV D 3 shall preclude either party's right to appeal
the decision of the referee
If a legal action or proceeding is brought
by any party because of default under this Agreement, or to enforce
a provision thereof, the prevailing party therein shall be enti-
tled, in addition to any other relief, to recover reasonab
attorneys' fees and court costs from the losing party as determined
RISILVER 22640 49663 11
30
93 1803934
Nn uu|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA1
7) 2|10101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFTCES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
by the court in which said action or proceeding is pending
Attorneys' fees under this Section shall include attorneys' fees
for any appeal and, in addition, a party entitled to attorneys'
fees shall be entitled to all other reasonable costs and expenses
incurred in connection with such action In addition to the award
of attorneys' fees to the prevailing party, the prevailing party in
any lawsuit shall be entitled to its attorneys' fees incurred in
any post judgment proceedings to collect or enforce the judgment
This provision is separate and several and shall survive the merger
of this Agreement into any judgment on this Agreement
Assignment
1 Right to Assign Owner shall have the
right to sell, transfer or assign the Property, in whole or in part
(provided that no such partial transfer shall be permitted to cause
a violation of the Subdivision Map Act, Government Code section
66410, et seq , or the Covenant to Hold as a Single Parcel being
executed as a condition to the Comprehensive Plan (the "Covenant to
Hold as a Single Parcel")), to any person or entity at any time
during the term of this Agreement, provided, however, that no sale,
transfer or assignment of any right or interest under this
Agreement shall be made unless made together with the sale,
transfer or assignment of the part of the Property being
transferred
2 Release of Transferring Owner Notwith-
standing any sale, transfer or assignment, a transferring Owner
shall continue to be obligated under this Agreement unless such
transferring Owner is given a release in writing by City, which
93 1803934
RISILVER 22640 49663 11
31
081 1/93release shall be provided by City upon the full satisfaction 1--)
such transferring Owner of all the following conditions
a The transferring Owner no longer has
a legal or equitable interest in the part of the Property being
transferred
The transferring Owner is not then in
default under this Agreement (relating to the part of the Property
being transferred)
The transferring Owner has provided
City with an executed agreement, in a form reasonably acceptable to
City, by the purchaser, transferee or assignee and providing
therein that the purchaser, transferee or assignee expressly and
unconditionally assumes all the duties and obligations of Owner
under this Agreement (relating to the part of the Property bel
transferred)
The purchaser, transferee or assignee
provides City with security reasonably satisfactory to City to
secure performance of Owner's monetary obligations under this
Agreement (relating to the part of the Property being transferred)
The parties agree that satisfaction of any of the following by the
purchaser, transferee or assignee shall be acceptable security
(1) the purchaser, transferee or
assignee has a net worth (based on financial statements certified
by an independent certified public accountant) of at least fifty
percent (50%) of the financial obligations that remain to be
performed by Owner under this Agreement (relating to the part of
the Property being transferred), provided, however, that
determining net worth, City shall have the opportunity to evaluate
RISILVER 7264o 4%63 11
32
93 1803934
08/11/93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA1|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
)
LAW OFFICES OF
28
COX CAST1 E &
NICHOLSON
LOS ANGELES CA
any contingent liabilities (determined in accordance with generally
accepted accounting principles) of the proposed assignee and to
reduce the assignee's net worth by any contingent liability that
City reasonably determines is likely to be realized,
(2) the purchaser, transferee or
assignee furnishes a letter of credit (in a form and from an
institution acceptable to City) or such other security as City
shall reasonably approve, the effect of which shall be to guarantee
the financial obligations that remain to be performed by Owner
under this Agreement (relating to the part of the Property being
transferred), or
(3) City otherwise approves the
financial capability of the proposed purchaser, transferee or
assignee
Failure to deliver or decline such release
within thirty (30) days from receipt of notice of assignment shall
conclusively be deemed to constitute release by City of Owner
Following compliance by the transferring
Owner with the requirements of this Section IV E 2, City agrees to
look solely to the transferee for compliance by such transferee
with the provisions of this Agreement (relating to the part of the
Property being transferred) "Compliance," as used in this
Section IV E, shall include, without limitation, compliance with
reporting and annual review requirements and the payment of fees
In addition, any amendment to this Agreement between City and a
transferee shall only affect the portion of the Property owned by
such transferee, and a default by any transferee shall only affect
that portion of the Property owned by such transferee
93 1803934
RISILVER /2640 49663 Ii
om u93 333 Transfers to Affiliates Nothing se 1
forth in this Section IV E shall preclude (a) a transfer to an
"Owner Affiliate" (as hereinafter defined) or (b) Owner's
transferring an undivided interest in the Property to another
person so long as, following such transfer, SPE or an Owner
Affiliate owns at least a fifty percent (50%) undivided interest in
the Property For purposes of the foregoing sentence, the term
"Owner Affiliate" shall mean any of the following
a Any corporation which owns and
controls, directly or indirectly, fifty percent (50%) or more of
the common stock of SPE ("Owner Parent"),
Any corporation in which an Owner
Parent and/or SPE owns and controls, directly or indirectly, fifty
percent (50%) or more of the common stock (an "Owner Controll(
Corporation"), and
Any general or limited partnership in
which SPE, Owner Parent or an Owner Controlled Corporation is the
managing general partner of such partnership
Following compliance by the transferring
Owner with the requirements of this Section IV E 3, City agrees to
look solely to the transferee for compliance by such transferee
with the provisions of this Agreement|109| Effect of Covenant to Hold as a Single
Parcel Notwithstanding any reference in this Section IV E to a
sale or transfer of less than all of the Property, i e , any
reference to a sale or transfer of "part of the Property," Owner
hereby acknowledges that no sale or transfer of any part of tl
Property, i e , less than the entire site, would be permitted
RISILVER 22640 49663 11
34
93 1803934
08/11/93|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
7.0X CASTLE &
NICHOLSON
LOS ANGELES CAwithout Owner's complying with the Subdivision Map Act and
obtaining an amendment to the Covenant to Hold as a Single Parcel
F Relationship of Parties
It is understood and agreed by the parties
hereto that the contractual relationship created between the
parties hereunder is that Owner is an independent contractor and
not an agent of City Nothing contained herein or in any document
executed in connection herewith shall be construed as making City
and Owner joint venturers or partners
G Notices
All notices or other communications required or
permitted hereunder shall be in writing, and shall be personally
delivered (including by means of professional messenger service),
or sent by registered or certified mail, postage prepaid, return
receipt required, or by electronic facsimile transmission followed
by delivery of a "hard" copy, and shall be deemed received on the
date of receipt thereof Unless otherwise indicated in writing,
such notice shall be sent addressed as follows
If to the City
City Attorney
City of Culver City
P 0 Box 507
Culver City, California 90232-0507
With a copy to
Community Development Director
City of Culver City
P 0 Box 507
Culver City, California 90232-0507
City Clerk
City of Culver City
P 0 Box 507
Culver City, California 90232-0507
93 1803934|101010101010101010 10
10|11
12
13
14
)
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
'slICHOLSON
LOS ANGELES CA
RISR.VER 72640 49663 11
35
wn 1 /93If to the Owner
Lot, Inc
Thalberg Building, #2501
10202 West Washington Boulevard
Culver City, California 90232
Attn Mr Kenneth S Williams
With a copy to
Sony Pictures Entertainment, Inc
Thalberg Building, #2501
10202 West Washington Boulevard
Culver City, California 90232
Attn Mr Kenneth S Williams
Allan L Alexander, Esq
Armstrong & Hirsch
1888 Century Park East, Suite 1888
Los Angeles, California 90067
H Termination
This Agreement shall be deemed terminated and
of no further effect upon the occurrence of any of the follow
events|109| Expiration of the stated term of this
Agreement as set forth in Section IV B
2 Completion of the Project in accordance
with the terms of this Agreement including issuance of all required
occupancy permits|109| Termination due to default as set forth in
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
Section IV D
Termination of this Agreement shall not
constitute termination of any other land use entitlements approved
for the Property Upon the termination of this Agreement, no party
shall have any further right or obligation hereunder except with
respect to any obligation to have been performed prior to su
termination or with respect to any default in the performance of
93 1803934|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
)
RIS1LVER /264o 49663 11
mn u93
361|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE 8c
NICHOLSON
LOS ANGELES CA
the provisions of this Agreement which has occurred prior to such
termination or with respect to any obligations which are
specifically set forth as surviving this Agreement
No Third Party Beneficiaries
This Agreement is made and entered into for the
sole protection and benefit of the parties and their successors and
assigns No other person shall have any right of action based upon
any provision of this Agreement
• Time of Essence
Time is of the essence for each provision of
this Agreement of which time is an element
• Applicable Rules
Prior to the Effective Date, the parties shall
use reasonable efforts to identify two (2) sets of the Applicable
Rules, one (1) set for the City and one (I) set for the Owner, so
that if it becomes necessary in the future to refer to any of the
Applicable Rules, there will be a common set of the Applicable
Rules available to both parties The cost of duplicating Owner's
set of the Applicable Rules shall be borne by Owner The
inadvertent omission of an Applicable Rule from the sets to be
prepared hereunder shall not preclude its later application
• Modification or Amendment
Subject to meeting the notice and hearing
requirements of Section 65867 of the Development Agreement Act,
this Agreement may be modified or amended from time to time by
mutual consent of the parties or their successors in interest in
accordance with the provisions of Section 65868 of the Development
Agreement Act Any modification which does not relate to the term,
R1SILVER 12640 49663 11
37
93 1803934
asn vupermitted uses, density or intensity of use, height or size of|1010|buildings, provisions for reservation and dedication of land,-
conditions, terms, restrictions and requirements relating to
subsequent Discretionary Actions, or any conditions or covenants
relating to the use of the Property, shall not require notice or
public hearing before the parties may execute an amendment hereto
M Operating Memoranda
The provisions of this Agreement require a
close degree of cooperation between City and Owner and the
refinements and further development of the Property hereunder may
demonstrate that clarifications are appropriate with respect to the
details of performance of City and Owner If and when, from time
to time, during the term of this Agreement, City and Owner agree
that such clarifications are necessary or appropriate, they shal'
effectuate such clarifications through operating memoranda approved
by City and Owner, which, after execution, shall be attached hereto
as addenda and become a part hereof, and may be further clarified
from time to time as necessary with future approval by City and
Owner No such operating memoranda shall constitute an amendment
to this Agreement requiring public notice or hearing The Chief
Administrative Officer, in consultation with the City Attorney,
shall be authorized to make the determination whether a requested
clarification may be effectuated pursuant to this Section IV M or
whether the requested clarification is of such a character to
constitute an amendment hereof pursuant to Section IV L The Chief
Administrative Officer shall be authorized to execute any operating
memoranda hereunder on behalf of City|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGFI FS CA|1010|93 1803934
RISILVER 12640 49663 11
38
OS/I1/93)
)|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
)
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
N Waiver
No waiver of any provision of this Agreement
shall be effective unless in writing and signed by a duly author-
ized representative of the party against whom enforcement of a
waiver is sought and referring expressly to this Section No
waiver of any right or remedy in respect of any occurrence or event
shall be deemed a waiver of any right or remedy in respect of any
other occurrence or event
O Successors and Assigns
The burdens of this Agreement shall be binding
upon, and the benefits of this Agreement shall inure to, all
successors in interest to the parties to this Agreement
P Governing State Law
This Agreement shall be construed in accordance
with the laws of the State of California
Q
Constructive Notice and Acceptance
Every person who now or hereafter owns or
acquires any right, title, or interest in or to any portion of the
Property is and shall be conclusively deemed to have consented and
agreed to every provision contained herein, whether or not any
reference to this Agreement is contained in the instrument by which
such person acquired an interest in the Property
R Processing Fees
Owner shall pay City a reasonable fee for
processing this Agreement, based upon the actual cost to City of
processing this Agreement
93 1803934
R1SILVER /2640 49663 11
39
08/11/93LAWOFFICES01
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
24
25
27
23
26
22|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
Statement of Compliance
Within fifteen (15) working days following any
written request, in accordance with the notice provisions of this
Agreement, which either party may make from time to time, the other
party shall execute and deliver to the requesting party a statement
certifying that (a) this Agreement is unmodified and in full
force and effect or, if there have been modifications hereto, that
this Agreement is in full force and effect, as modified, and
stating the date and nature of such modifications, (b) there are no
current uncured defaults under this Agreement or specifying the
dates and nature of any such defaults, and (c) any other informa-
tion reasonably requested The failure to deliver such statement
within such time shall be conclusive upon the party which fails to
deliver such statement that this Agreement is in full force ard
effect without modification except as may be represented by the
requesting party and that there are no uncured defaults in the
performance of the requesting party
Mortgagee Protection
The parties hereto agree that this Agreement
shall not prevent or limit Owner's, in any manner, at Owner's sole
discretion, encumbering the Property or any portion thereof or any
improvement thereon by any mortgage, deed of trust or other
security device securing financing with respect to the Property
The City acknowledges that the lenders providing such financing may
require certain Agreement interpretations and modifications and
agrees upon request, from time to time, to meet with Owner and
representatives of such lenders to negotiate in good faith any st
request for interpretation or modification City will not
RISILVER /2640 49663 11
40
93 1803934
om 1 /931
--) 2|10101010101010 10
10|11
12
13
14
15
16
17
18
)
19
20
21
22
23
24
25
26
27
LAW OFFICES 01
28
z0X CASTLE &
NICHOLSON
LOS ANGELES CA
unreasonably withhold its consent to any such requested
interpretation or modification provided such interpretation or
modification is consistent with the intent and purposes of this
Agreement Any Mortgagee of the Property shall be entitled to the
following rights and privileges|109| Neither entering into this Agreement nor
a breach of this Agreement shall defeat, render invalid, diminish,
or impair the lien of any mortgage or deed of trust on the Property
made in good faith and for value
2 The Mortgagee of any mortgage or deed of
trust encumbering the Property, or any part thereof, which Mort-
gagee has submitted a request in writing to the City in the manner
specified herein for giving notices, shall be entitled to receive
written notification from City of any default by Owner in the
performance of Owner's obligations under this Agreement
3 If City timely receives a request from a
Mortgagee requesting a copy of any notice of default given to Owner
under the terms of this Agreement, City shall provide a copy of
that notice to the Mortgagee within ten (10) days of sending the
notice of default to the Owner The Mortgagee shall have the
right, but not the obligation, to cure the default during the
remaining cure period allowed such party under this Agreement
4 Any Mortgagee who comes into possession of
the Property, or any part thereof, pursuant to foreclosure of the
mortgage or deed of trust, or deed in lieu of such foreclosure,
shall take the Property, or part thereof, subject to the terms of
this Agreement, provided, however, in no event shall such Mortgagee
be liable for any defaults or monetary obligations of Owner arising
RISILVER 22640 49663 11
41
93 1803934
08/11/93prior to acquisition of title to the Property by such Mortgagee al
provided further in no event shall any such Mortgagee or its
successors or assigns be entitled to a building permit or occupancy
certificate until all fees and other monetary obligations due under
this Agreement have been paid to the City
U Section Headings
All Article and Section headings and
subheadings are inserted for convenience only and shall not affect
any construction or interpretation of this Agreement
V Force Majeure
Neither party shall be deemed to be in default
where failure or delay in performance of any of its obligations
under this Agreement is caused by floods, earthquakes, other Acts
of God, fires, wars, riots or similar hostilities, strikes ? q
)
other labor difficulties beyond the party's control (including the
party's employment force), shortage of materials, governmental
restrictions imposed or mandated by other governmental entities or
litigation involving this Agreement or any of the Project Approvals
or any permits or entitlements derived therefrom which directly or
indirectly makes it more difficult for Owner to commence or to
continue the development of the Project If any such events shall
occur, the term of this Agreement and the time for performance by
either party of any of its obligations hereunder shall be extended
for the period of time that such events prevented such performance,
provided that the term of this Agreement shall not be extended
under any circumstances for more than an aggregate total of five
(5) years|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
R1SILVER 21640 49663 11
42
93 1803934
08/11/93D
)|101010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
W Severabilitv
Invalidation of any of the provisions contained
in this Agreement, or of the application thereof to any person, by
judgment or court order shall in no way affect any of the other
provisions hereof or the application thereof to any other person or
circumstance, and the same shall remain in full force and effect,
unless enforcement of this Agreement, as so invalidated, would be
unreasonable or inequitable under all the circumstances or would
frustrate the purposes of this Agreement and/or the rights and
obligations of the parties hereto
X Counterparts
This Agreement may be executed in duplicate
counterpart originals, each of which is deemed to be an original
and all of which when taken together shall constitute one and the
same instrument This Agreement consists of forty-four (44) pages,
two (2) pages of notarial jurats and two (2) exhibits, which
constitute the entire understanding and Agreement of the parties
Said Exhibits are identified as follows
Exhibit "A" Legal Description
Exhibit "B" Location Map
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
RISILVER /2640 49663 11
43
93 1803934
om u9393 1803934
44 08/11/93 R1SILVER 22640 49663 11
IN WITNESS WHEREOF, the parties have each executed tl —)
Agreement on the date first above written
LOT, INC , a Delaware corporation|109| /
,a6L(Ar/
Its 5,- ,t& k, G s( te
eicts5cr
sec:yea,.
3-pro Ep D-ussirl
SONY PICTURES ENTERTAINMENT, INC
a Delaware corporation
By
tr\ It
Its c_c
By
CITY OF CULVER CITY
APPROVED AS TO FORM
NORMAN Y 9RRING
City Attor ey
By
By 1|1010101010101010 10
10|11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
LAW OFFICES OF
28
COX CASTLE &
NICHOLSON
LOS ANGELES CA
e kko-PA IS
VoVR
• r
PAULINE C DOL E
City Clerk
By DATED
TESTROSE M BATES
COMM. 4966455
Notary Pubic-California
LOS AGE[ S COUNTY
comm erq
...Ires MAY 2119%
c o y '7; 7 4M-
Notary Public
WITNESS my hand and official seal
STATE OF CALIFORNIA
) s s
COUNTY OF p:c-V--)A,16C-i-
On (---/-'721/7,q,, / 4 5— , 199 =S, before me, the undersigned,
a Notary Public in and for said County and State, personally
appeared 11,1,7Ah. -5-t-/-1 6, o e___//4 n271414 tc-)IP)
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 within instrument
STATE OF CALIFORNIA
COUNTY OF L-‘) (t-s
) ss
On 5r)-17`z72-,-;;e7a,s-- , 199 ., before me, the undersigned,
a Notary Public in and for said County and State, personally
appeared t( e- Altv 5 a itc_i0 t) //7
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 within instrument
WITNESS my hand and official seal
/)e,2
Notary Public
„..-. POSE M RATES
ir
COMM
A #9664
,- 56|109| )
' ,!-1
otary P
ublic-California f
LOS AN
G8.ES COUNTY
i z
comm c *mires MAY 21 1996
93 1803934 Nn u93 RISILVER 71640 49663 11ACKNOWLEDGMENT
(Civil Code Section 1181)
STATE OF CALIFORNIA
SS
COUNTY OF LOS ANGELES )
On If• ' 3 before me the undersigned City Attorney of
the City of appeared ,k4.1(4, /54.114.,Ka44
known to me to be the of the City of Culver
City that executed the within instrqient known to me to be the person who executed
the within instrument on behalf of the City therein named and acknowledged to me that
said City executed the same
7(11/YrIN-
NORMAN Y ZRRING,
City Attorney
City of Culver City
93 1803934EXHIBIT A
) D
LEGAL DESCRIPTION
)
93 1803934EXHIBIT A
THE LAND REFERRED TO IN THIS EXHIBIT IS DESCRIBED AS FOLLOWS
PARCEL A
PARCEL 1
THAT PORTION OF THE 819 63 ACRE TRACT, RANCHO LA BALLONA, IN THE
CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ALLOTTED TO MACEDONIA AGUILAR, BY FINAL DECREE OF
PARTITION HAD IN CASE NO 965 OF THE DISTRICT COURT OF SAID
COUNTY, DESCRIBED AS FOLLOWS
BEGINNING AT THE INTERSECTION OF THE NORTHEAST LINE OF OVERLAND
AVENUE (FORMERLY FIRST STREET OR SAN PEDRO ROAD) WITH THE
SOUTHEAST LINE OF WASHINGTON STREET (FORMERLY BALLONA ROAD
NO 2), THENCE SOUTHEASTERLY ALONG THE NORTHEAST LINE OF SAID
OVERLAND AVENUE, 1118 29 FEET, MORE OR LESS, TO A POINT DISTANT
NORTHWESTERLY 210 FEET, MEASURED ALONG SAID NORTHEAST LINE FROM
THE NORTHWEST LINE OF THE RIGHT-OF-WAY OF THE PACIFIC ELECTRIC
RAILWAY COMPANY (DEL REY BRANCH) AS DESCRIBED IN DEED RECORDED IN
BOOK 1684 PAGE 159 OF DEEDS, THENCE NORTHEASTERLY IN A DIRECT
LINE 546 90 FEET, MORE OR LESS, TO A POINT IN THE SOUTHWEST LINE
OF THE LAND CONVEYED TO LOS ANGELES TRUST & SAVINGS BANK, BY DEED
RECORDED IN BOOK 6578 PAGE 31 OF SAID DEED RECORDS, DISTANT
NORTHWESTERLY ALONG SAID SOUTHWEST LINE, 111 33 FEET FROM SAID
NORTHWEST LINE OF THE RIGHT-OF-WAY OF THE PACIFIC ELECTRIC
RAILWAY COMPANY, THENCE SOUTHEASTERLY ALONG SAID SOUTHWEST LINE
111 33 FEET TO THE NORTHWEST LINE OF SAID RIGHT-OF-WAY, THENCE
NORTHEASTERLY ALONG SAID RIGHT-OF-WAY LINE, 1422 44 FEET, MORE OR
LESS, TO THE SOUTHWEST LINE OF THE 150 ACRE TRACT OF LAND
DESCRIBED IN DEED TO VICTOR PONET, RECORDED IN BOOK 150 PAGE 403
OF SAID DEED RECORDS, THENCE NORTHWESTERLY ALONG THE
SOUTHWESTERLY LINE OF THE LAND OF PONET, 631 13 FEET TO SAID
SOUTHEASTERLY LINE OF WASHINGTON STREET, THENCE SOUTHWESTERLY
ALONG SAID SOUTHEASTERLY LINE OF WASHINGTON STREET TO THE POINT
OF BEGINNING
PARCEL 2
LOTS 1 THROUGH 15, INCLUSIVE, IN BLOCK 2 AND LOTS 2 THROUGH 16,
INCLUSIVE, IN BLOCK 3 IN TRACT NO 1775, IN THE CITY OF CULVER
CITY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY
)
n
RIS1LVER 22640 111210 2
-1-
93 1803934PARCEL 3
GRANT AVENUE AS SHOWN ON THE MAP OF TRACT 1775, IN THE CITY OF
CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191, OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
EXCEPT THAT PORTION OF SAID GRANT AVENUE WHICH WOULD PASS WITHIN
A CONVEYANCE OF LOT 1, BLOCK 3 OF SAID TRACT NO 1775
PARCEL 4
THAT PORTION OF PUTNAM AVENUE, NOW KNOWN AS CULVER BOULEVARD,
40 00 FEET WIDE, LYING NORTHWESTERLY OF THE PACIFIC ELECTRIC
RAILWAY, 60 00 FEET WIDE, AS SHOWN ON THE MAP OF TRACT 1775, IN
THE CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED SOUTHWESTERLY BY THE SOUTHWESTERLY BOUNDARY LINE OF SAID
TRACT 1775 AND BOUNDED NORTHEASTERLY BY THE SOUTHEASTERLY
PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 16 IN BLOCK 3 OF
SAID TRACT 1775
PARCEL 5
THAT PORTION OF THAT CERTAIN 60-FOOT STRIP OF LAND IN THE RANCHO
LA BALLONA IN THE CITY OF CULVER CITY, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 3
PAGES 204 TO 209 INCLUSIVE OF MISCELLANEOUS RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED IN DEED
TO THE LOS ANGELES HERMOSA BEACH AND REDONDO RAILWAY COMPANY,
RECORDED ON AUGUST 7, 1902 IN BOOK 1630 PAGE 26 OF DEEDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, A PORTION OF CULVER
BOULEVARD FORMERLY PUTNAM AVENUE (NORTH ROADWAY) 40 FEET WIDE, AS
SHOWN ON THE MAP OF TRACT NO 1775, RECORDED IN BOOK 21 PAGES 190
AND 191 OF MAPS OF SAID COUNTY AND A PORTION OF MADISON AVENUE,
100 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO 1775 ALL OF
WHICH WERE VACATED AND ABANDONED BY RESOLUTION NO 83-R138 OF THE
CITY COUNCIL OF THE CITY OF CULVER CITY, A CERTIFIED COPY OF
WHICH WAS RECORDED ON OCTOBER 27, 1983 AS DOCUMENT NO 83-1271984
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
A WHOLE AS FOLLOWS
BEGINNING AT THE MOST EASTERLY CORNER OF LOT 16 IN BLOCK 3 OF
SAID TRACT NO 1775, THENCE ALONG THE NORTHEASTERLY LINE OF SAID
LOT 16 TO AND ALONG THE NORTHEASTERLY LINE OF LOT 1 IN SAID
BLOCK 3, NORTH 35 DEGREES 29 MINUTES 00 SECONDS WEST 149 58 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 960 00 FEET, THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 09 DEGREES 40 MINUTES 08
SECONDS, AN ARC DISTANCE OF 162 01 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE TO THE WEST HAVING A RADIUS OF 25 00 FEET
RISELVER 22640 111210 2
-2-
93 1803934THROUGH WHICH A RADIAL LINE BEARS NORTH 44 DEGREES 50 MINUTES 52
SECONDS EAST, THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 79 DEGREES 11 MINUTES 27 SECONDS, AN ARC DISTANCE OF
34 55 FEET, THENCE SOUTH 34 DEGREES 02 MINUTES 19 SECONDS WEST
72 65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE
SOUTHEAST HAVING A RADIUS OF 191 24 FEET, THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9 DEGREES 27 MINUTES
44 SECONDS, AN ARC DISTANCE OF 31 58 FEET, THENCE NORTH 24
DEGREES 34 MINUTES 35 SECONDS WEST 30 83 FEET TO THE BEGINNING OF
A TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF
171 24 FEET, THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 9 DEGREES 27 MINUTES 44 SECONDS AN ARC DISTANCE
OF 28 28 FEET, THENCE SOUTH 34 DEGREES 02 MINUTES 19 SECONDS WEST
18 63 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE
SOUTHEAST HAVING A RADIUS OF 1647 00 FEET, THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4 DEGREES 59 MINUTES
40 SECONDS, AN ARC DISTANCE OF 143 57 FEET,
THENCE SOUTH 29 DEGREES 02 MINUTES 39 SECONDS WEST 74 38 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING
A RADIUS OF 1552 00 FEET, THENCE SOUTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 4 DEGREES 53 MINUTES 42 SECONDS, AN
ARC DISTANCE OF 123 59 FEET TO A POINT OF INTERSECTION WITH A
CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 100 00 FEET TO
WHICH POINT A RADIAL LINE OF SAID 100 00-FOOT-RADIUS CURVE BEARS
SOUTH 60 DEGREES 57 MINUTES 28 SECONDS EAST, SAID 100 00-FOOT-
RADIUS CURVE BEING A COURSE IN THE NORTHWESTERLY BOUNDARY OF
PARCEL 6-5 IN DEED RECORDED MARCH 4, 1964 AS INSTRUMENT NO 4596,
THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
12 DEGREES 39 MINUTES 36 SECONDS, AN ARC DISTANCE OF 22 10 FEET,
THENCE CONTINUING ALONG SAID NORTHWESTERLY BOUNDARY OF PARCEL 6-5
NORTH 16 DEGREES 22 MINUTES 56 SECONDS EAST 66 89 FEET TO THE
INTERSECTION OF THE NORTHWESTERLY LINE OF HEREINBEFORE-MENTIONED
60-FOOT-WIDE STRIP OF LAND WITH THE SOUTHWESTERLY LINE OF SAID
TRACT 1775, THENCE ALONG THE SOUTHEASTERLY LINE OF A 1 25-FOOT-
WIDE STRIP AS VACATED BY THE CITY OF CULVER CITY BY ORDINANCE NO
253, PASSED AND APPROVED OCTOBER 10, 1927 AND PURSUANT TO
RESOLUTION NO 1887, ADOPTED MAY 6, 1929 NORTH 34 DEGREES 02
MINUTES 19 SECONDS EAST 1 31 FEET TO THE NORTHEASTERLY LINE OF
SAID 1 25-FOOT-WIDE STRIP, THENCE ALONG SAID NORTHEASTERLY LINE
NORTH 38 DEGREES 36 MINUTES 46 SECONDS WEST 31 43 FEET TO THE
SOUTHEASTERLY LINE OF THAT PORTION OF CULVER BOULEVARD AS VACATED
BY THE CITY OF CULVER CITY BY ORDINANCE NO 465, APPROVED AND
ADOPTED JUNE 28, 1937, THENCE ALONG LAST SAID SOUTHEASTERLY LINE
NORTH 34 DEGREES 02 MINUTES 19 SECONDS EAST 30 12 FEET TO THE
NORTHEASTERLY LINE OF SAID PORTION OF CULVER BOULEVARD, THENCE
ALONG LAST SAID NORTHEASTERLY LINE NORTH 38 DEGREES 36 MINUTES 46
SECONDS WEST 10 48 FEET TO THE SOUTHEASTERLY LINE OF LOT 9, BLOCK
3 OF SAID TRACT NO 1775, THENCE ALONG LAST SAID SOUTHEASTERLY
LINE AND THE SOUTHEASTERLY LINE OF LOTS 10 THROUGH 16 INCLUSIVE,
OF SAID BLOCK 3, TRACT NO 1775 NORTH 34 DEGREES 02 MINUTES 19
SECONDS EAST 417 76 FEET TO THE POINT OF BEGINNING
RIS1LVER 22640 111210 2
-3-
93 1803934EXCEPT THAT PORTION OF SAID LAND LYING SOUTHWESTERLY OF A
STRAIGHT LINE DRAWN PERPENDICULAR TO THE NORTHWESTERLY LINE OF
THE HEREINABOVE UNRECORDED 60 FOOT WIDE STRIP OF LAND AND WHICH
PASSES THROUGH THE INTERSECTION OF SAID NORTHWESTERLY LINE WITH
THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE or SAID
TRACT NO 1775
ALSO EXCEPT THAT PORTION OF SAID LAND DESCRIBED AS FOLLOWS
THAT PORTION OF PUTNAM AVENUE, NOW KNOWN AS CULVER BOULEVARD,
40 00 FEET WIDE, LYING NORTHWESTERLY OF THE PACIFIC ELECTRIC
RAILWAY, 60 00 FEET WIDE, AS SHOWN ON THE MAP OF TRACT 1775, IN
THE CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED SOUTHWESTERLY BY THE SOUTHWESTERLY BOUNDARY LINE OF SAID
TRACT 1775 AND BOUNDED NORTHEASTERLY BY THE SOUTHEASTERLY
PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 16 IN BLOCK 3 OF
SAID TRACT 1775
ALSO EXCEPT THAT PORTION OF SAID LAND LYING NORTHWESTERLY OF A
LINE DRAWN PERPENDICULAR TO THE NORTHEASTERLY LINE OF LOT 1 IN
BLOCK 3 OF TRACT NO 1775 AND WHICH PASSES THROUGH THE MOST
EASTERLY CORNER OF SAID LOT 1
PARCEL B
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS
ANGELES, AND DESCRIBED AS FOLLOWS
LOT 1 IN BLOCK 3 OF TRACT 1775, IN THE CITY OF CULVER CITY, AS
PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
EXCEPT THEREFROM THAT PORTION OF LOT 1 IN BLOCK 3, AS SHOWN ON
TRACT 1775, IN THE CITY OF CULVER CITY, AS PER MAP RECORDED IN
BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 IN BLOCK 3 OF
SAID TRACT 1775, SAID POINT BEING ALSO THE INTERSECTION OF THE
SOUTHEAST PROPERTY LINE OF GRANT AVENUE, SIXTY FEET WIDE AND THE
SOUTHWEST PROPERTY LINE OF MADISON AVENUE, ONE HUNDRED FEET WIDE
ON SAID TRACT 1775, THENCE ALONG THE NORTHEASTERLY LINE OF SAID
LOT 1, SOUTH 35 DEGREES 29 MINUTES 00 SECONDS EAST 14 42 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING
A RADIUS OF 10 00 FEET, THENCE NORTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 110 DEGREES 32 MINUTES 7 SECONDS AN
ARC DISTANCE OF 19 29 FEET TO THE NORTHWESTERLY LINE OF SAID LOT
1, THENCE ALONG SAID NORTHWESTERLY LINE NORTH 33 DEGREES 58
MINUTES 53 SECONDS EAST 14 42 FEET TO THE POINT OF BEGINNING
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER
ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT THE RIGHT
RISILVER 22640 111210 2
-4-
93 1803934TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY SMITH AND SALSBURY IN DEED RECORDED APRIL 27, 1984
AS INSTRUMENT NO 84-510558
PARCEL C
PARCEL 1
THAT PORTION OF GRANT AVENUE AS SHOWN ON THE MAP OF TRACT 1775,
IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED AS FOLLOWS
ON THE SOUTHEAST BY THE NORTHWEST LINE OF LOT 1, BLOCK 3 OF SAID
TRACT 1775, ON THE NORTHWEST AND NORTHEAST RESPECTIVELY BY THE
SOUTHEASTERLY LINE OF BLOCK 2 AND SOUTHEASTERLY PROLONGATION OF
THE NORTHEASTERLY LINE OF BLOCK 2 OF SAID TRACT 1775, AND ON THE
SOUTHWEST BY THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY
LINE OF LOT 1 OF BLOCK 3 OF SAID TRACT 1775, AS DESCRIBED AND
SHOWN ON EXHIBIT "A" TO RESOLUTION NO CS-6468 RECORDED SEPTEMBER
18, 1970 AS INSTRUMENT NO 3468
PARCEL 2
THAT PORTION OF LOT 1 IN BLOCK 3, AS SHOWN ON TRACT 1775, IN THE
CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 IN BLOCK 3 OF
SAID TRACT 1775, SAID POINT BEING ALSO THE INTERSECTION OF THE
SOUTHEAST PROPERLY LINE OF GRANT AVENUE, 60 00 FEET WIDE AND THE
SOUTHWEST PROPERLY LINE OF MADISON AVENUE, 100 00 FEET WIDE, ON
SAID TRACT 1775, THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY
LINE OF SAID LOT 1, 14 42 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 10 00 FEET,
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
110 DEGREES 32 MINUTES 7 SECONDS AN ARC DISTANCE OF 19 29 FEET TO
THE NORTHWESTERLY LINE OF SAID LOT 1, THENCE ALONG SAID
NORTHWESTERLY LINE 14 42 FEET TO THE POINT OF BEGINNING
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART OF THE LEGAL
DESCRIPTION BY REFERENCE HEREIN
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER
ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT THE RIGHT
TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY SMITH AND SALSBURY, IN DEED RECORDED APRIL 27,
1984 AS INSTRUMENT NO 84-510-558
RISILVER 22640 111210 2
-5-
93 1803934PARCEL D
-) THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS
ANGELES, AND DESCRIBED AS FOLLOWS
THAT PORTION OF RANCHO LA BALLONA, IN THE CITY OF CULVER CITY,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON CLERK'S
FILED MAP NO 16, ON FILE IN THE OFFICE OF COUNTY ENGINEER OF
SAID COUNTY, AS DESCRIBED IN THE DEEDS TO THE LOS ANGELES HERMOSA
BEACH & REDONDO RAILWAY COMPANY, A CORPORATION, RECORDED AUGUST
14, 1902, IN BOOK 1605 PAGE 299 OF DEEDS AND RECORDED NOVEMBER 8,
1902 IN BOOK 1684 PAGE 159 OF DEEDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
EXCEPT THEREFROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE
LAND AS DESCRIBED IN PARCEL 6-4 IN THE DEED TO THE CITY OF CULVER
CITY, RECORDED MARCH 4, 1964 AS INSTRUMENT NO 4429, IN BOOK
D-2382 PAGE 721, OFFICIAL RECORDS OF SAID COUNTY
ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND, INCLUDED WITHIN
THE LAND AS DESCRIBED IN THE PARTIAL JUDGMENT AND FINAL ORDER OF
CONDEMNATION ENTERED IN THE LOS ANGELES COUNTY SUPERIOR COURT
CASE NO C470,345, A CERTIFIED COPY OF WHICH WAS RECORDED OCTOBER
23, 1985, AS INSTRUMENT NO 85-1252160 OF OFFICIAL RECORDS OF
SAID COUNTY
RISILVER 22640 111210 2
-6-
93 18039341 A
Z
N
z|10 10|...4,1_,;41 t s is 1=3
,
••••
...
1)
n WASH 1NL, ION
---------2 0
in
-
Lo-r iS
LY UN aLoc,|10 10|EXI-1t C5r7 4,a, 4 _
..... ._!_m V. F.- -ZI
4,FR 1 L 1 , 1= Z
vi M MO AA,cx l' t l '=" --,Z.
=TtPl-tr-N R GRe...GMR LZ
P:afm Fr -OF p rn IC r AT =.=, s u AN/ MY0 R =
-7O wIt_nritRr_ a - fI LVC::), SUIT ' CO 93 1803934
Lon AN GE:La.-_-_, c :soonEXHIBIT B
D
LOCATION MAP
)
93 1803934EXHIBIT B
PROJECT LOCATIO
N MAP
SONY PICTURES STUDIOS
WASHING1ON BOULEVARD
CPDA 5
W
CD
z ia CPDA 4
CAI >
g
iii.ai 2 1
CD
1---J I
N01
PAM'
GIO . f. A
;a I
4b 5,04z
C4
fl 1
Car 1, ,•••
n|10 9| v3 0.PIN9
C•2 CULVER CITY CLANNING DIVISION / ARIL 1993
.4N
.1;;n 0'
C\-.ADMINISTRATIVE OFFICE
CITY OF CULVER CITY
9770 CULVER BOULEVARD CULVER CITY CALIFORNIA 90232-0507
(310) 253-6001
•
FAX (310) 253-6010
JODY HALL ESSER
Chief Administrative Officer
March 5, 1997
Mr Arnie Shupack, President
Sony Pictures Studios
Cohn Building, #100
10202 West Washington Boulevard
Culver City, CA 90232
NOTICE OF REDUCTION OF THE VESTING TERM ESTABLISHED BY THAT
CERTAIN DEVELOPMENT AGREEMENT AMONG THE CITY OF CUL'VER CITY
(the "City"), SONY PICTURES ENTERTAINMENT, INC , AND LOT, INC (collectively,
" SPE") (th e "Agreement")
Dear Mr Shupack
This letter is sent solely to provide formal notice that certain terms of the Agreement have become
operative It is not intended to create an adversarial relationship or to change the City's
commitment to obtain the important objectives of the Agreement
Pursuant to subparagraph 1 of Subsection C of Section III of the Agreement, the Vesting Term
(as defined in that subparagraph 1) shall be reduced one day for each day beyond December 31,
1996, that 300,000 square feet of new construction (as defined in subparagraph 4 of that
Subsection C) has not been commenced (also as defined in subparagraph 4 of that Subsection
C) To date, only 63,341 square feet of new construction has been commenced
Although not required by the Agreement, the purpose of this letter is to give SPE notice such
reduction is occurring and will continue to occur until the requirements of that subparagraph 1
are met Also, please be advised that pursuant to subparagraphs 2 and 3 of that Subsection C,
the reduction is subject to future increases based on cntena set forth in those subparagraphs
Pursuant to that subparagraph 2, the City could request SPE to execute a recordable document
indicating the reduction in the Vesting Term The City is not presently making that request since
the reduction is continuing to occur The City reserves the nght to make such a request at the
time the 300,000 square foot requirement has been met or the reduction in the Vesting Term has
reached the maximum of five years
Culver City Employees take pnde in effectively providing the highest levels of service to enncil the quality of life for the community by building on our tradition of
more than seventy five years of pubhc service by our present commitment and by our dedication to meet the challenges of the future
PRINTED ON EEC CLEO PAPERMr Arnie Shupack, PresidD
Sony Pictures Studio
Page 2
March 5, 1997
We reiterate, this letter is not intended to communicate any change in the City's relationship with
SPE nor in its desire to achieve the mutually beneficial purposes of the Agreement The City
continues to believe SPE is an important asset to the community If you have any questions,
please call Mark Wmogrond, Commututy Development Director, at 310/253-5702
Sincerely,
Mrs Jody Hall-Esser
Chief Administrative Officer
JHE MW EA jrs
Copy Honorable Mayor and Members of the City Council
Mark Wmogrond, Community Development Director
Norman Y Hemng, City Attorney
Elinor Aurthur, Contract Planner
Robert J Sirchia, Vice President, Public Affairs
) Allan L Alexander, Esq
Joseph W Pannone, Special Counsel
PRINTED ON RECYCLED PAPERCITY OF CULVER CITY
INTER-OFFICE CORRESPONDENCE
)
)
Date March 14, '1994
To MRS JODY HALL-ESSER, Chief Administrative Officer
From NORMAN Y HERRING, CITY ATTORNEY|1010|Subject RECORDED DEVELOPMENT AGREEMENT -
SONY PICTURES ENTERTAINMENT
Attached please find a copy of the Sony Pictures Entertainment
Development Agreement for your files
cc w/onginal City Clerk
cc w/copy City Planner
Community Development Director
City Engineer
Joseph Pannone, Esq
PCEIVED
',Arc
2 1 '1994
.. Wit te .7
ri
anning DivisiorFEE
)
D T T
D 11119111 ‘1 lipi 111111111 111111o! 02 0927563
/
R CORDED/FILED IN OFFICIAL
RECORDS
RECORDE
R
S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
3
01 PM APR 19 2002
SPACE ABOVE THIS LINE FOR RECORDERS USE
A •
TITLE(S)
CODE
20
CODE
19
CODE|10 10|DAIFEE Code 2 C 13-9--- 0
Assessor's Identification Number (AIN)
To Be Completed By Examiner OR Title Company In Black Ink Number of Parcels Shown
A A
THIS FORM IS NOT TO BE DUPLICATEDRECORDING REQUESTED BY
SONY PICTURES ENTERTAINMENT, INC
10202 West Washington Boulevard
Culver City, CA 90232
Attention Apnl Dmytrenko
AND WHEN RECORDED MAIL TO
COX, CASTLE & NICHOLSON LLP
2049 Century Park East, Suite 2800
Los Angeles, California 90067-3284
Attention Ronald I Silverman, Esq
THIS IS A REDUCTION OF THE TERM OF A DEVELOPMENT AGREEMENT AND
THE CONSIDERATION AND VALUE ARE LESS THAN $100- R&T 11911
Space Above This Line Is For Recorder's Use Only
CERTIFICATION OF REDUCTION OF TERM OF DEVELOPMENT AGREEMENT
This Certification of Reduction of Term of Development Agreement ("Certificate") is
made as of theo2Gerr- day of March, 2002 by SONY PICTURES ENTERTAINMENT INC
("SPE") and LOT, INC ("Owner") and THE CITY OF CULVER CITY ("City")
SPE, Owner and City are parties to that certain Development Agreement dated
September 15, 1993 recorded September 16, 1993 as Document No 93-1803934 (the
"Agreement"), which Agreement affects that certain real property located in City and more
particularly descnbed on Exhibit "A" attached hereto and incorporated herein by reference
Section III C of the Agreement provides for a reduction in the "Vesting Term' (as defined in the
Agreement) of the Agreement if certain levels of "new construction" (as defined in the
Agreement) at the 'Project" (as defined in the Agreement) have not been commenced by dates
set forth in Section III C of the Agreement As a result of the level of new construction activity
commenced at the Project, a reduction of the Vesting Term in accordance with the provisions of
Section III of the Agreement is appropn ate
Based on the foregoing, this Certificate confirms the Vesting Term of the Agreement has
been, in accordance with the provisions of Section III C, reduced from twenty (20) to fifteen (15)
years so that the Vesting Term will now end on September 15, 2008
Except as set forth herein, the Agreement remains in full force and effect
22640\943558v3 1Date I/ 4 4.Ar elk 24 , 2002
6F-A)2-
Jared J im
Its Assistant Secretary
Date
02 0927563 |1010|IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written
SONY PICTURES ENTERTAINMENT INC , a
Delaware corporation
By Leah Weil
Its Senior Vice President, General
Counsel and Assistant Secretary
LOT, INC , a Delaware corporation
Date Ar 1 j , 2002
CITY OF CULVER CITY
)
,
APPROVED AS TO FORM
22640\943558v3 2WITNESS my hand and official seal
•""
SUSAN DE A RDOPFF
COMMISS*1 # 101148
7.
Notary Rhai Ca/ a
Los Angeles Ccur py r
MyCv— rn Eçr ysJJ14 2D7 4 9
-7`
STATE OF CALIFORNIA
02 0927563
SS
COUNTY OF LOS ANGELES
On March W., 2002 before me, the undersigned, a Notary Public in and for said County and
State, personally appeared Ate-7 , personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(*whose name(s)
is/44-subscnbed to the within instrument and acknowledged to me that 1/she/thy executed the
same in authonzed capacity(leyr), and that by WsZher/th* signatureNon the
instrument the person, or the entity upon behalf of which the person(4 acted, executed the
instrument
WITNESS my hand and official seal
SUSAN CEA RDUIFF
Cornms 1,2614B
Notary FJC C M
LOS Arg,oes CO3117
c( --n J)14 21"
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On March c2E72002 before me, the undersigned, a Notary Public in and for said County and
State, personally appeared e-4hi Jg7L— , personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(whose names)
is/ -subscnbed to the within instrument and acknowledged to me that bilshe/thexexecuted the
sarhe in luteher/th* authorized capacity(i*, and that byhlig/her/theirsignature(Aon the
instrument the person* or the entity upon behalf of which the person 0K) acted, executed the
instrument
22640\943558v3 943558v3 3
SSCRYSTAL GRIFFIN
Commission #1257094
:#
Notary
Public California
41" Los Angeles County
Aty Comm. Espires Mar 17 201:14
02 0927563
STATE OF California
SS
COUNTY OF LOS ANGELES
On &IL
3 ,
2002 before me, the undersigned, a Notary Public in and for said County and
State, personally appeared .--j--- 6zArej Tarr,c(ryl,
, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names
is/ariesubscnbed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/thew authonzed capacity(tes)s 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
et(r44.-1—eNotariblic
22640\943558v3 4ACKNOWLEDGMENT
(Civil Code Section 1181)
State of California
SS
County of Los Angeles
On April 10, 2002 , before me, the undersigned City Attorney of
the City of Culver City, California personally appeared Edward M Wolkowitz
known to me to be the Mayor, known to me to be the person who executed the
within instrument on behalf of the City therein named, and acknowledged to me
that said City executed the same
02 0927563
5EXHIBIT A
LEGAL DESCRIPTION
i
02 0927563
)
}EXHIBIT A
THE LAND REFERRED TO IN THIS EXHIBIT IS DESCRIBED AS FOLLOWS
PARCEL A
PARCEL 1
THAT PORTION OF THE 819 63 ACRE TRACT, RANCHO LA BALLONA, IN THE
CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ALLOTTED TO MACEDONIA AGUILAR, BY FINAL DECREE OF
PARTITION HAD IN CASE NO 965 OF THE DISTRICT COURT OF SAID
COUNTY, DESCRIBED AS FOLLOWS
BEGINNING AT THE INTERSECTION OF THE NORTHEAST LINE OF OVERLAND
AVENUE (FORMERLY FIRST STREET OR SAN PEDRO ROAD) WITH THE
SOUTHEAST LINE OF WASHINGTON STREET (FORMERLY BALLONA ROAD
NO 2), THENCE SOUTHEASTERLY ALONG THE NORTHEAST LINE OF SAID
OVERLAND AVENUE, 1118 29 FEET, MORE OR LESS, TO A POINT DISTANT
NORTHWESTERLY 210 FEET, MEASURED ALONG SAID NORTHEAST LINE FROM
THE NORTHWEST LINE OF THE RIGHT-OF-WAY OF THE PACIFIC ELECTRIC
RAILWAY COMPANY (DEL REY BRANCH) AS DESCRIBED IN DEED RECORDED IN
BOOK 1684 PAGE 159 OF DEEDS, THENCE NORTHEASTERLY IN A DIRECT
LINE 546 90 FEET, MORE OR LESS, TO A POINT IN THE SOUTHWEST LINE
OF THE LAND CONVEYED TO LOS ANGELES TRUST & SAVINGS BANK, BY DEED
RECORDED IN BOOK 6578 PAGE 31 OF SAID DEED RECORDS, DISTANT
NORTHWESTERLY ALONG SAID SOUTHWEST LINE, 111 33 FEET FROM SAID
NORTHWEST LINE OF THE RIGHT-OF-WAY OF THE PACIFIC ELECTRIC
RAILWAY COMPANY, THENCE SOUTHEASTERLY ALONG SAID SOUTHWEST LINE
111 33 FEET TO THE NORTHWEST LINE OF SAID RIGHT-OF-WAY, THENCE
NORTHEASTERLY ALONG SAID RIGHT-OF-WAY LINE, 1422 44 FEET, MORE OR
LESS, TO THE SOUTHWEST LINE OF THE 150 ACRE TRACT OF LAND
DESCRIBED IN DEED TO VICTOR PONET, RECORDED IN BOOK 150 PAGE 403
OF SAID DEED RECORDS, THENCE NORTHWESTERLY ALONG THE
SOUTHWESTERLY LINE OF THE LAND OF PONET, 631 13 FEET TO SAID
SOUTHEASTERLY LINE OF WASHINGTON STREET, THENCE SOUTHWESTERLY
ALONG SAID SOUTHEASTERLY LINE OF WASHINGTON STREET TO THE POINT
OF BEGINNING
PARCEL 2
02 0927563
LOTS 1 THROUGH 15, INCLUSIVE, IN BLOCK 2 AND LOTS 2 THROUGH 16,
INCLUSIVE, IN BLOCK 3 IN TRACT NO 1775, IN THE CITY OF CULVER
CITY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY
RLSII.VER 22640 111210 2
-1-PARCEL 3
GRANT AVENUE AS SHOWN ON THE MAP OF TRACT 1775, IN THE CITY OF
CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191, OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
EXCEPT THAT PORTION OF SAID GRANT AVENUE WHICH WOULD PASS WITHIN
A CONVEYANCE OF LOT 1, BLOCK 3 OF SAID TRACT NO 1775
PARCEL 4
THAT PORTION OF PUTNAM AVENUE, NOW KNOWN AS CULVER BOULEVARD,
40 00 FEET WIDE, LYING NORTHWESTERLY OF THE PACIFIC ELECTRIC
RAILWAY, 60 00 FEET WIDE, AS SHOWN ON THE MAP OF TRACT 1775, IN
THE CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED SOUTHWESTERLY BY THE SOUTHWESTERLY BOUNDARY LINE OF SAID
TRACT 1775 AND BOUNDED NORTHEASTERLY BY THE SOUTHEASTERLY
PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 16 IN BLOCK 3 OF
SAID TRACT 1775
PARCEL 5
THAT PORTION OF THAT CERTAIN 60-FOOT STRIP OF LAND IN THE RANCHO
LA BALLONA IN THE CITY OF CULVER CITY, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 3
PAGES 204 TO 209 INCLUSIVE OF MISCELLANEOUS RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED IN DEED
TO THE LOS ANGELES HERMOSA BEACH AND REDONDO RAILWAY COMPANY,
RECORDED ON AUGUST 7, 1902 IN BOOK 1630 PAGE 26 OF DEEDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, A PORTION OF CULVER
BOULEVARD FORMERLY PUTNAM AVENUE (NORTH ROADWAY) 40 FEET WIDE, AS
SHOWN ON THE MAP OF TRACT NO 1775, RECORDED IN BOOK 21 PAGES 190
AND 191 OF MAPS OF SAID COUNTY AND A PORTION OF MADISON AVENUE,
100 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO 1775 ALL OF
WHICH WERE VACATED AND ABANDONED BY RESOLUTION NO 83-R138 OF THE
CITY COUNCIL OF THE CITY OF CULVER CITY, A CERTIFIED COPY OF
WHICH WAS RECORDED ON OCTOBER 27, 1983 AS DOCUMENT NO 83-1271984
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
A WHOLE AS FOLLOWS
BEGINNING AT THE MOST EASTERLY CORNER OF LOT 16 IN BLOCK 3 OF
SAID TRACT NO 1775, THENCE ALONG THE NORTHEASTERLY LINE OF SAID
LOT 16 TO AND ALONG THE NORTHEASTERLY LINE OF LOT 1 IN SAID
BLOCK 3, NORTH 35 DEGREES 29 MINUTES 00 SECONDS WEST 149 58 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 960 00 FEET, THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 09 DEGREES 40 MINUTES 08
SECONDS, AN ARC DISTANCE OF 162 01 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE TO THE WEST HAVING A RADIUS OF 25 00 FEET
RISILVER 22640 111210 2
-2-
02 0927563THROUGH WHICH A RADIAL LINE BEARS NORTH 44 DEGREES 50 MINUTES 52
SECONDS EAST, THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 79 DEGREES 11 MINUTES 27 SECONDS, AN ARC DISTANCE OF
34 55 FEET, THENCE SOUTH 34 DEGREES 02 MINUTES 19 SECONDS WEST
72 65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE
SOUTHEAST HAVING A RADIUS OF 191 24 FEET, THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9 DEGREES 27 MINUTES
44 SECONDS, AN ARC DISTANCE OF 31 58 FEET, THENCE NORTH 24
DEGREES 34 MINUTES 35 SECONDS WEST 30 83 FEET TO THE BEGINNING OF
A TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF
171 24 FEET, THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 9 DEGREES 27 MINUTES 44 SECONDS AN ARC DISTANCE
OF 28 28 FEET, THENCE SOUTH 34 DEGREES 02 MINUTES 19 SECONDS WEST
18 63 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE
SOUTHEAST HAVING A RADIUS OF 1647 00 FEET, THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4 DEGREES 59 MINUTES
40 SECONDS, AN ARC DISTANCE OF 143 57 FEET,
THENCE SOUTH 29 DEGREES 02 MINUTES 39 SECONDS WEST 74 38 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING
A RADIUS OF 1552 00 FEET, THENCE SOUTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 4 DEGREES 53 MINUTES 42 SECONDS, AN
ARC DISTANCE OF 123 59 FEET TO A POINT OF INTERSECTION WITH A
CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 100 00 FEET TO
WHICH POINT A RADIAL LINE OF SAID 100 00-FOOT-RADIUS CURVE BEARS
SOUTH 60 DEGREES 57 MINUTES 28 SECONDS EAST, SAID 100 00-FOOT-
RADIUS CURVE BEING A COURSE IN THE NORTHWESTERLY BOUNDARY OF
PARCEL 6-5 IN DEED RECORDED MARCH 4, 1964 AS INSTRUMENT NO 4596,
THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
12 DEGREES 39 MINUTES 36 SECONDS, AN ARC DISTANCE OF 22 10 FEET,
THENCE CONTINUING ALONG SAID NORTHWESTERLY BOUNDARY OF PARCEL 6-5
NORTH 16 DEGREES 22 MINUTES 56 SECONDS EAST 66 89 FEET TO THE
INTERSECTION OF THE NORTHWESTERLY LINE OF HEREINBEFORE-MENTIONED
60-FOOT-WIDE STRIP OF LAND WITH THE SOUTHWESTERLY LINE OF SAID
TRACT 1775, THENCE ALONG THE SOUTHEASTERLY LINE OF A 1 25-FOOT-
WIDE STRIP AS VACATED BY THE CITY OF CULVER CITY BY ORDINANCE NO
253, PASSED AND APPROVED OCTOBER 10, 1927 AND PURSUANT TO
RESOLUTION NO 1887, ADOPTED MAY 6, 1929 NORTH 34 DEGREES 02
MINUTES 19 SECONDS EAST 1 31 FEET TO THE NORTHEASTERLY LINE OF
SAID 1 25-FOOT-WIDE STRIP, THENCE ALONG SAID NORTHEASTERLY LINE
NORTH 38 DEGREES 36 MINUTES 46 SECONDS WEST 31 43 FEET TO THE
SOUTHEASTERLY LINE OF THAT PORTION OF CULVER BOULEVARD AS VACATED
BY THE CITY OF CULVER CITY BY ORDINANCE NO 465, APPROVED AND
ADOPTED JUNE 28, 1937, THENCE ALONG LAST SAID SOUTHEASTERLY LINE
NORTH 34 DEGREES 02 MINUTES 19 SECONDS EAST 30 12 FEET TO THE
NORTHEASTERLY LINE OF SAID PORTION OF CULVER BOULEVARD, THENCE
ALONG LAST SAID NORTHEASTERLY LINE NORTH 38 DEGREES 36 MINUTES 46
SECONDS WEST 10 48 FEET TO THE SOUTHEASTERLY LINE OF LOT 9, BLOCK
3 OF SAID TRACT NO 1775, THENCE ALONG LAST SAID SOUTHEASTERLY
LINE AND THE SOUTHEASTERLY LINE OF LOTS 10 THROUGH 16 INCLUSIVE,
OF SAID BLOCK 3, TRACT NO 1775 NORTH 34 DEGREES 02 MINUTES 19
SECONDS EAST 417 76 FEET TO THE POINT OF BEGINNING
RISILVER 22640 111210 2
-3-
02 0927563EXCEPT THAT PORTION OF SAID LAND LYING SOUTHWESTERLY OF A
STRAIGHT LINE DRAWN PERPENDICULAR TO THE NORTHWESTERLY LINE OF
THE HEREINABOVE UNRECORDED 60 FOOT WIDE STRIP OF LAND AND WHICH
PASSES THROUGH THE INTERSECTION OF SAID NORTHWESTERLY LINE WITH
THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID
TRACT NO 1775
ALSO EXCEPT THAT PORTION OF SAID LAND DESCRIBED AS FOLLOWS
THAT PORTION OF PUTNAM AVENUE, NOW KNOWN AS CULVER BOULEVARD,
40 00 FEET WIDE, LYING NORTHWESTERLY OF THE PACIFIC ELECTRIC
RAILWAY, 60 00 FEET WIDE, AS SHOWN ON THE MAP OF TRACT 1775, IN
THE CITY OF CULVER CITY, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED SOUTHWESTERLY BY THE SOUTHWESTERLY BOUNDARY LINE OF SAID
TRACT 1775 AND BOUNDED NORTHEASTERLY BY THE SOUTHEASTERLY
PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 16 IN BLOCK 3 OF
SAID TRACT 1775
ALSO EXCEPT THAT PORTION OF SAID LAND LYING NORTHWESTERLY OF A
LINE DRAWN PERPENDICULAR TO THE NORTHEASTERLY LINE OF LOT 1 IN
BLOCK 3 OF TRACT NO 1775 AND WHICH PASSES THROUGH THE MOST
EASTERLY CORNER OF SAID LOT 1
PARCEL B
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS
ANGELES, AND DESCRIBED AS FOLLOWS
LOT 1 IN BLOCK 3 OF TRACT 1775, IN THE CITY OF CULVER CITY, AS
PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
EXCEPT THEREFROM THAT PORTION OF LOT 1 IN BLOCK 3, AS SHOWN ON
TRACT 1775, IN THE CITY OF CULVER CITY, AS PER MAP RECORDED IN
BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 IN BLOCK 3 OF
SAID TRACT 1775, SAID POINT BEING ALSO THE INTERSECTION OF THE
SOUTHEAST PROPERTY LINE OF GRANT AVENUE, SIXTY FEET WIDE AND THE
SOUTHWEST PROPERTY LINE OF MADISON AVENUE, ONE HUNDRED FEET WIDE
ON SAID TRACT 1775, THENCE ALONG THE NORTHEASTERLY LINE OF SAID
LOT 1, SOUTH 35 DEGREES 29 MINUTES 00 SECONDS EAST 14 42 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING
A RADIUS OF 10 00 FEET, THENCE NORTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 110 DEGREES 32 MINUTES 7 SECONDS AN
ARC DISTANCE OF 19 29 FEET TO THE NORTHWESTERLY LINE OF SAID LOT
1, THENCE ALONG SAID NORTHWESTERLY LINE NORTH 33 DEGREES 58
MINUTES 53 SECONDS EAST 14 42 FEET TO THE POINT OF BEGINNING
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER
ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT THE RIGHT
02 0927563
RISELVER 22640 111210 2
-4-TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY SMITH AND SALSBURY IN DEED RECORDED APRIL 27, 1984
AS INSTRUMENT NO 84-510558
PARCEL C
PARCEL 1
THAT PORTION OF GRANT AVENUE AS SHOWN ON THE MAP OF TRACT 1775,
IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BOUNDED AS FOLLOWS
ON THE SOUTHEAST BY THE NORTHWEST LINE OF LOT 1, BLOCK 3 OF SAID
TRACT 1775, ON THE NORTHWEST AND NORTHEAST RESPECTIVELY BY THE
SOUTHEASTERLY LINE OF BLOCK 2 AND SOUTHEASTERLY PROLONGATION OF
THE NORTHEASTERLY LINE OF BLOCK 2 OF SAID TRACT 1775, AND ON THE
SOUTHWEST BY THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY
LINE OF LOT 1 OF BLOCK 3 OF SAID TRACT 1775, AS DESCRIBED AND
SHOWN ON EXHIBIT "A" TO RESOLUTION NO CS-6468 RECORDED SEPTEMBER
18, 1970 AS INSTRUMENT NO 3468
PARCEL 2
) THAT PORTION OF LOT 1 IN BLOCK 3, AS SHOWN ON TRACT 1775, IN THE
CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 21 PAGES 190 AND 191 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 1 IN BLOCK 3 OF
SAID TRACT 1775, SAID POINT BEING ALSO THE INTERSECTION OF THE
SOUTHEAST PROPERLY LINE OF GRANT AVENUE, 60 00 FEET WIDE AND THE
SOUTHWEST PROPERLY LINE OF MADISON AVENUE, 100 00 FEET WIDE, ON
SAID TRACT 1775, THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY
LINE OF SAID LOT 1, 14 42 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 10 00 FEET,
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
110 DEGREES 32 MINUTES 7 SECONDS AN ARC DISTANCE OF 19 29 FEET TO
THE NORTHWESTERLY LINE OF SAID LOT 1, THENCE ALONG SAID
NORTHWESTERLY LINE 14 42 FEET TO THE POINT OF BEGINNING
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART OF THE LEGAL
DESCRIPTION BY REFERENCE HEREIN
EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER
ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT THE RIGHT
TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY SMITH AND SALSBURY, IN DEED RECORDED APRIL 27,
1984 AS INSTRUMENT NO 84-510-558
RISILVER 22640 111210 2
-5-
02 0927563PARCEL D
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS
ANGELES, AND DESCRIBED AS FOLLOWS
THAT PORTION OF RANCHO LA BALLONA, IN THE CITY OF CULVER CITY,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON CLERK'S
FILED MAP NO 16, ON FILE IN THE OFFICE OF COUNTY ENGINEER OF
SAID COUNTY, AS DESCRIBED IN THE DEEDS TO THE LOS ANGELES HERMOSA
BEACH & REDONDO RAILWAY COMPANY, A CORPORATION, RECORDED AUGUST
14, 1902, IN BOOK 1605 PAGE 299 OF DEEDS AND RECORDED NOVEMBER 8,
1902 IN BOOK 1684 PAGE 159 OF DEEDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
EXCEPT THEREFROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE
LAND AS DESCRIBED IN PARCEL 6-4 IN THE DEED TO THE CITY OF CULVER
CITY, RECORDED MARCH 4, 1964 AS INSTRUMENT NO 4429, IN BOOK
D-2382 PAGE 721, OFFICIAL RECORDS OF SAID COUNTY
ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND, INCLUDED WITHIN
THE LAND AS DESCRIBED IN THE PARTIAL JUDGMENT AND FINAL ORDER OF
CONDEMNATION ENTERED IN THE LOS ANGELES COUNTY SUPERIOR COURT
CASE NO C470,345, A CERTIFIED COPY OF WHICH WAS RECORDED OCTOBER
23, 1985, AS INSTRUMENT NO 85-1252160 OF OFFICIAL RECORDS OF
SAID COUNTY
RISILVER 22640 111210 2
-6-
02 0927563--n :b.
=Tr-PHP-3.1 C4 GPM-GCS:4
Pn.rfx.CARD a=CCJATc-Z, 5U RVMYOR=
-=- `470 WIL5Ht t'-` 1t)1...VO, 5 U IT M. ' CO
,- N -----rnIn)
-Q
n
WASH 1 Nic_ 1 ON
- -----.2
o
in
I
I L.-r. ILOT 1
I BLOCK c
TRp.C.T NCp 1775
I|1010|1
Lo-r tS
UNE 3LCC.< a
...---
-----
GRANT AVE VAC-Vr"
PcS RM=OLLITION NO
C.5-64G5
NVLY FPROLCNGATION
FWL:Y LANZ
Cr
1.4)T 1, tC3C4.3
BLOCK 3 ,-
TR,ACT NO 177'
-
)|1010 10 10 1010|E.)
44'
EXH 1 31T 'A"
..4a...= 1 8.• 50
041 -M. AMIL 1,1=Z
TC.V1 3 r_ o AosaY 15, I.|1010|6‘,5)
it, e
-A)0
D tTi.1.1L_
5c4a_rm I t1111
E3LVD
FRAPigiC
T1
02 0927563
>
bk,,Attachment No 7
APPLICATION FOR AMENDMENT
SONY PICTURES ENTERTAINMENT'S DEVELOPMENT AGREEMENT
October 2005
APPLICATION
Sony Pictures Entertainment respectfully requests an amendment to its Development
Agreement with the City of Culver City to extend its term for an additional twenty years
BACKGROUND INFORMATION
SPE's Development Agreement (DA) with the City was signed on September 15, 1993 and
provides for entitlements to develop approximately 1M square feet on the Sony Pictures
Studios lot over a twenty year period The term of the DA was reduced in March, 2002 (in
accordance with the provisions of the DA) from twenty to fifteen years because certain
development milestones were not met The DA now expires in September, 2008
At the same time the DA was approved, the City approved a Comprehensive Plan (CP) with
over 100 conditions Those conditions range from requirements to provide the Senior Center
with free monthly films to funding a wide range of traffic improvements SPE continues to
be in full compliance with the conditions of the DA and the CP While many of the
conditions have been satisfied, a majority are on-going conditions or conditions that have yet
to reach specified thresholds
SITE DEVELOPMENT
Over the past 12 years, SPE has continuously made business decisions to invest in improving
the overall Studio lot, as well as the Culver Studios (prior to its sale) and the many properties
SPE leases in Culver City This investment approach has preserved many of the Studio's
original structures, increased the value of the Studio and surrounding areas, established SPE as
a state-of-the-art Studio, and enhanced SPE's business operations on the lot and in Culver
City SPE estimates that approximately $500 million dollars have been invested in new
construction, adaptive reuse/remodel of existing structures, upgrades to existing
infrastructure, lot beautification, and state-of-the art equipment This approach has been well
received by the City and the community
CONCLUSION
By extending the term of the DA, the City will allow SPE an additional period of time to
implement the entitlements of the DA and the CP, based on film and television industry
demands, which allow for development of new Studio office stage, post-production, retail
and support spaceAPPLICATION FOR AMENDMENT TO THE DEVELOPMENT AGREEMENT
SUPPLEMENTAL INFORMATION
Following is supplemental information to SPE's Application for Amendment to the
Development Agreement (DA)
BACKGROUND INFORMATION
Comprehensive Plan Conditions of Approval
The CP's Conditions of Approval are organized into the following sections
Art in Public Places
II Child Care
III Construction
IV Cultural Resources
V Design and Development Standards
VI Fees and Taxes
VII Housing
VIII Infrastructure
IX Process
X Signs
XI Site Operations
XII Transportation
The Conditions of Approval generally fall into the following categories
• Funding of Projects/Services
Includes Website Museum, Childcare Center, feasibility of elimination of
freeway on-ramps, and extraordinary plan review
• Conducting Studies/Surveys
Includes annual traffic/parking counts, parks and recreation facility use, and
local hiring program
• Public Services
Includes free Studio tours for Culver City, and video loans for the Senior Center
• Business/Development Fees
Includes taxes, building permits, and traffic mitigation measures
• Site Maintenance
Includes hazardous waste handling, cleaning catch basins, and inspection of
manholes and stationary internal combustion engines
SPE has remained fully compliant with the conditions of the DA and the CP Compliance
includes
• Complying with the City's Art in Public Places Ordinance
• Providing free monthly loans of SPE videos for the Senior Center
• Offering 1,000 free tickets to SPE's Studio walking tours to those who live or
work in the City
• Establishing a Child Care Program
2APPLICATION FOR AMENDMENT TO THE DEVELOPMENT AGREEMENT
SUPPLEMENTAL INFORMATION
• Funding traffic mitigation measures including the purchase of a traffic
monitoring camera and releasing of funds ($100,000) for potential new turn
lanes
• Establishing and maintaining a Rideshare Program
• Purchasing annually $25 000 worth of equipment/programs for the CCUSD
This condition was satisfied in 2004, however SPE voluntarily renewed its
commitment in 2005 with another $250 000 over a ten year period
• Conducting annual traffic studies that analyze traffic volume/parking demand
• Establishing an SPE Website Museum that is an educational destination
featuring the wonders of ftlmmaking and the Studio's rich history, it also
includes a section on Culver City, the "Heart of Screenland
• Complying with all CP and DA design, development, and infrastructure
standards and requirements
• Making efforts to hire Culver City residents, retain sales within Culver City, and
retain/locate research, development, filming and other Studio related operations
on the Studio site or within Culver City
Si lb, DEVELOPMENT
The following highlights many of the improvement projects that SPE has focused on over the
past 12 years that have resulted in new construction, significant adaptive-reuse/remodel of
existing structures, major upgrades to existing infrastructure and overall lot beautification
• New Construction
New construction has proceeded throughout the lot with each of the projects
striving to maintain the design integrity of the studio New construction has
included the
o Astaire, Pokier, and Rosalind Russell office buildings
o Logistic building which houses mail operations, shipping and receiving
and location services
o Athletic Club and The Studio Grill building
• Adaptive Reuse/Remodel of Existing Structures
A number of unused stages and buildings have been converted to productive
space including dubbing theaters, sound studios, editing rooms and office space
These projects have included
o Stage 6 being converted from a limited use 6 500 sq ft stage to a fully
utilized office building of over 50,000 sq ft
o Stages 4 and 5 being converted from small unused spaces to state-of-
the-art dubbing theaters
IAPPLICATION FOR AMENDMENT TO THE DEVELOPMENT AGREEMENT
SUPPLEMENTAL INFORMATION
o Stage 3 being converted from support space to state-of-the-art sound
recording studio
o Stage 14 being converted from set lighting storage back to a working
sound stage
o The Gene Autry building being converted from a lab/film vault to
editing rooms
o The Robert Young David Lean, and Bartyrnore buildings being
converted from primarily storage/warehouse space to office space
o The Jimmy Stewart building being converted from production office
space (small/compartmentalized) to a beautiful headquarter office
building for SPE's Trt-Star operations
• Infrastructure Upgrades
A substantial investment has been made in upgrading the infrastructure of the
Studio lot The lot that SPE purchased from MGM provided tremendous
opportunities for improving efficiency, environmental protection, safety, and
security Upgrades have included
o Energy Conservation Improvements
• Replacing electrical and lighting with new energy efficient systems
• Installing new energy efficient boilers that are ISO 14000
compliant
• Restoring existing air conditioner ducts to gam energy efficiency
• Replacing windows with new energy efficient double panes
o Clean Air Measures
• Installing an additional Edison transformer that eliminates the use
of pollutant enaimng diesel generators
o Safety Measures
• Upgrading older structures to meet current seismic code
• Adding elevators to existing multi-storied buildings to bring them
up to ADA code
• Adding fire lanes and striping for emergency parking
• Eliminating non-code compliant structures
• Abating asbestos in all buildings
o On-going Infrastructure Maintenance
• Replacing over 2400 feet of substandard storm drains
• Replacing older sprinkler heads inside stages
• Replacing roofs with complete new roofing material
o New Facilities and Parking
• Adding new restroom facilities
• Creating additional parking throughout the lot
AAPPLICATION FOR AMENDMENT TO THE DEVELOPMENT AGREEMENT
SUPPLEMENTAL INFORMATION
• Lot Beautification
Efforts to upgrade the aesthetic appearance and functionality of the Studio lot
were initiated by SPE almost immediately upon moving into the community,
and those efforts continue today Some of those upgrades include
o Enclosing the Studio with an architectural pleasing perimeter wall
o Renovating internal and external elements of lot buildings
o Installing stunning entrance gates and lamps in art deco style
o Creating a visitor friendly pedestrian Main Street attractive facades
have been added to buildings and open eating areas have been created
o Installing awnings, directional signs, and street/building exterior lighting
o Enhancing green space flower beds and outdoor seating areas
throughout the lot
o Taking the opportunity to fulfill the Art In Public Places program with
art on the Studio that is accessible to the public
State-Of-The-Art Stu=
SPE's development efforts have also included investment, maintenance and marketing a state-
of-the-art Studio This has allowed SPE to produce and/or distribute such award-winning
feature film hits as A Few Good Men, Air Force One, Ali, As Good As It Gets and
Bewitched, City Slickers, Jerry Maguire, Men In Black 1 and 2, Sleepless in Seattle, Spider-Man
1 and 2, Stuart Little, to name a few Equally impressive are SPE's poplar television shows
which have garnered high approval ratings such as Jeopardy, Joan of Arcadia, King of Queens,
Mad About You, and Wheel of Fortune
Development of a state-of-the-art Studio has further resulted m production, and post-
production of television/films for other Studios including Armageddon, The Bourne
Identity, Castaways, Deadwood, Harry Potter and the Sorcerer's Stone, The Matrix,
Medium, Pearl Harbor, The Polar Express, Road to Perdition and The SimpsonsSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
go'nelitipn NO : Onalti On Responsible Division
,
Relpotisibie IndMiltial Trifle
.
Status
1A
Comply with the CC Art in
Public Places Program Cultural Affairs Christine Byers 253 5776
certificate of
occupancy in compliance
in compliance
completed
completed
1B
Provide one free monthly
screening of film or video at
the Senior Center CAO Jerry Fulwood Monthly
1B
Provide upgrade equipment
to the Senior Center CAO Jerry Fulwood
II A
Prior to a new development
of 50 000+ sq ft SPE shall
develop a child care center
for 90 children Center shall
be operational prior to
issuance of Certificate of
Occupancy Planning/Building Sherry Jordan 253 5746
When a building
permit is
requested for
50 000 sq ft
II B
SPE may request a
reduction or deletion of the
child care center
requirement CAO Jerry Fulwood
expiration of
development
agreement not yet applicable
no complaints
reported III A Air Quality Requirements Building Craig Johnson 253 5802
during
construction
periods
Ill B
Noise Regulations Code Enforcement/ Building Pam Graves 253 5940
during
construction
periods
no complaints
reported
Ill C
Human Health and Safety Craig Johnson 253 5802
during
construction
periods
no complaints
reported
Ill D
Soil and Groundwater
Contamination Building Craig Johnson 253 5802
during
construction and
as necessary
no complaints
reportedSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No nd ton Responsible Division • Respohsibló Individual Time Status
IV A
All proposed alternations to
or removal or demolition
affecting the exterior of a
significant or landmark
structure should be
submitted to the Planning
Commission Building/ Planning/Cultural Affairs Christine Byers 253 5776
Each building
permit in compliance
explanation of
terms only IV B
Planning Commission review
of Cert of Appropriateness
(Historical) Building Craig Johnson 253 5802 As necessary
IV C
Sony pictures cannot
demolish Colonnade
Commissary Gable Myrna
Loy Stage 4 Stage 6 and
Thalberg Building Planning/Cultural Affairs Christine Byers 253 5776 on going in compliance
IV D
Not later than due 180 days
from approval on
Comprehensive Plan
prepare photographic black
and white and color and
negative prints and a
videotape of all landmark
and significant structures Planning Sherry Jordan 253 5746
180 days from
approval of
Comprehensive
Plan completed
in compliance IV E
Sony shall comply with all
City COA relating to the Sign
of Historical Significance
atop Sound Stage 6 Planning Sherry Jorday 253 5746
with each
building permitSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No Condition 4 , , ' Responsible Division _Responsible Individual Time 4.
Status
IV F
Prior to any issuance of
certificate of occupancy for a
building in excess of
300 000 sq ft SPE shall
display a plaque stating the
designation of all existing
landmark or significant
structures on the lot are in
accordance with the CCMC
Chapter 38 Cultural Affairs Christine Byers 253 5776 As necessary not yet applicable
in compliance IV G
SPE shall offer public tours
to the public 3x a year SPE
shall advertise the tour 60
days in advance CAO Jerry Fulwood
3x a year by
terms of MOU
IV H and MOU 4/02
SPE can establish a virtual
web museum to meet the
requirement of a film history
museum CAO Jerry Fulwood MOU completed
in compliance V A
Air Quality Regulations on
Design and Development
Standards Building Craig Johnson 253 5802
with each
building permit
VB
Water Supply/Demand
regulations of Design and
Development Standards
Building/Code
Enforcement/Planning Craig Johnson 253 5802
with each
building permit in compliance
VC
Storm Drainage Regulation
of Design and Development
Standards Engineering Charles Herbertson 253 5630
with each
building permit in complianceSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
C ndition No
f - gondition e , Reip6nsIetbvisi9n ResponsOlalloOvicival , Time Status
V D
Solid Waste Generation
refuse storage facilities of
the size quantity and
location required by the City
Sanitation and Planning
Divisions shall be provided
and constructed as
approved by City standards
unless modified by the
Waste Reduction Plan
required by Condition XI D
4 Sanitation/Planning Sherry Jordan 253 5746 As necessary in compliance
V E
Police/Fire Services site
plans should be submitted to
the Police Department for
review Police/Fire/Building Craig Johnson 253 5802
with each
building permit in compliance
not yet applicable V F
Development Standards of
Design and Development
Standards prior to the
issuance of any certificate of
occupancy for any net new
development in excess of
250 000 sq ft all remaining
existing buildings visible
from the Site perimeter
including rooftop mechanical
equipment shall be made
free of excessive/abandoned
elements and resurfaced or
repainted as necessary Planning/ Engineering/Building Craig Johnson 253 5802
prior to certificate
of occupancy for
buildings greater
than 250 000 sq
ftSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Conclitioh No C'ourlition
,
kesponsible Ptvisjon
.
espoustbi udividual
-
Time Status
V G
Architectural Design
Standards of Design and
Development Standards the
total area of all buildings on
the site shall not exceed
2 542 819 gross sq ft The
maximum allowable gross
sq footage for office is
1 593 193 For post
production 112 278 gross
sq ft For retail 35 000 sq ft
including the museum It can
be increased to 50 000 if
either a Sony corporate
showroom of at least 20 000
sq ft or a theme restaurant
of at least 10 000 sq ft is
constructed No more than
35 000 sq ft of
nonrestaurant retail space
can be located on Culver
Blvd Non public retail space
can be 5 635 SPE may also
provide up to 5 separate
outlets no larger than 500
sq ft for each B26pickup
and drop off services Planning Sherry Jordan 253 5746
with each
building permit
and as specified
by the MOU of
12/14/94 in complianceSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Co nditionNo' w Condition
' A.
Responsible pivfsion Responsible IndividuaF Time -' Status
V G
Allowable Development in
Comprehensive Plan Design
Areas Allowable
Development Square
Footage Transfer Building
Envelope Standards Height
requirements building
footprints setbacks interior
setbacks projections
architectural features
construction across
comprehensive plan design
area boundaries Planning Sherry Jordan 253 5746 on going in compliance
not yet applicable VI A
Storm Drainage Fee and
Taxes SPE shall pay a
storm drainage fee
determined by the cost of
the needed facilities in the
master plan of drainage for
the City of Culver City Engineering Charles Herbertson 253 5630
with each
building permit
VI B 1
Parks and Rec Survey SPE
shall conduct a survey of its
employees on an annual
basis to determine use of
municipal parks and
recreation programs and
facilities Parks and Rec yearly in compliance
VI B 2
Fee for use of parks and
recreation programs
As specified in ordinance if
adopted (Building/Park & Rec) As necessary not yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No`:,- ReslionsiOle Division --1 keonsibte'Individbal
, _
Time Status
Condition
,
VI C
SPE shall pay the
Commercial and Industrial
Development Tax as it
existed on the date of
approval of the
Comprehensive Plan Building Craig Johnson 253 5802
with each
building permit in compliance
VID
SPE shall pay the new
development impact fee Planning Sherry Jordan 253 5746
with each
building permit in compliance
in compliance
In compliance
VIE
SPE shall self accrue and
pay to the state sales taxes
on items purchased from
business located outside of
California Treasurer Crystal Alexander 253 5866 ongoing
VIF
SPE shall pay the Water
Extraction Tax pursuant to
CCMC Ch 33F for all water
extracted from a well on the
Site Engineering Charles Herbertson 253 5630 ongoing
VIH
SPE shall purchase $25 000
worth of equipment and
programs for the CUSD CAO Jerry Fulwood
Every July for 10
yrs From the
adoption of the
Comprehensive
Plan completed
VI I
Efforts for SPE To retain
sales in Culver City Treasurer Crystal Alexander 253 5866 ongoing in compliance
VII
20% set aside for low
income/moderate income
housing programs in Culver
City Housing Tevis Barnes 253 5782 ongoing
explanation of
terms onlySony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Conditibnitiii Condition Res'04-iiible Diviiibn Responsible Individual, ,Tinie-e , Status
VIIIA
Utilities regulations All
onsite overhead utility
service lines serving a
Comprehensive Plan Design
Area shall be
undergrounded in
accordance with CCMC
Section 35A 20 when the
building square footage
exceeds 25 000 sq ft
Within six months after
approval of the
Comprehensive Plan install
a gauge on the existing
onsite private well Engineering Charles Herbertson 253 5630
with each
building permit
exceeding
25 000 sq ft in compliance
not yet applicable VIIIB 1
Human Health and Safety
Prior to the issuance of any
certificate of occupancy for a
building exceeding 400 000
sq ft flow gauges should
be installed on any line
flowing from the site into the
City of LA wastewater
system and all underground
tanks shall be tested and
close and/ or remove all
existing inactive
underground tanks Engineering Pam Keyes 253 5630
prior to the
certificate of
occupancy for a
building 400 000
sq ftSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
ConditionAo Condi iun Respiiiieitila Division Respcinsibl rkit ' ii I
' , ,
time|1010|Status
VIII B2 3
A determination of the need
for plugging and
reabandonment of the
abandoned wells on the Site
shall be conducted by the
State Oil and Gas
Supervisor prior to the
issuance of the first building
permit for any new
construction excluding
tenant improvements SPE
shall comply with all City
requirements pertaining to
National Pollutant Discharge
Elimination System Permit
No 0061654 that will be
adopted in the future Engineering Charles Herbertson 253 5630 As necessary in compliance
VIII B4 and MOU
12/14/94
SPE shall clean all catch
basins on the site and by
December 31 of every year
SPE shall inform the City
Engineer in writing of the
date when this cleaning has
been completed Engineering Charles Herbertson 253 5630 yearly in compliance
VII B5 and MOU
12/14/95
SPE shall conduct sewer
line and manhole
inspections for the two
sewer lines from the site
SPE shall complete the
inspection and submit a
letter to the City Engineer
verify that such inspection
took place Engineering Charles Herbertson 253 5630 yearly in complianceSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No ,, OanditiOn RespOnsible Division Responsible IndiVidual Time , 4-- Status
IXA
SPE shall pay for
extraordinary plan review
and inspection services Planning/CAO Sherry Jordan 253 5746 ongoing in compliance
IXB
Explanation of Design for
Development requirements Redevelopment Sherry Jordan 253 5746
with each
building permit
explanation of
terms only
IXC
Covenant to hold separate
parcels as one parcel City Attorney Carol Schwab 253 5660 no time specified in compliance
IXD
explanation of plan review
process Planning Sherry Jordan 253 5746 ongoing
explanation of
terms only
IXE
Planning Commission may
approve onsite alcoholic
beverage sales as part of
the Comprehensive Plan
conformance review Planning Sherry Jordan 253 5746 ongoing
explanation of
terms only
IXF
Execute Document agreeing
to all Conditions of Approval City Attorney Carol Schwab 253 5660
within 90 days of
effective date of
Comprehensive
Plan completed
IXG
Terms for memoranda of
understanding City Attorney/CAO Carol Schwab 253 5660 As necessary in compliance
IXH
City shall make all annual
reports and studies required
by these conditions available
to the public for review and
comment for a period of at
least fifteen days before any
City actions are taken in
reliance on such studies Planning Sherry Jordan 253 5746 ongoing in compliance
X
All signs shall be in
accordance with the
Comprehensive Sign Plan Planning Sherry Jordan 253 5746
with each
building permit in complianceSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No Condition
FteP -Ponsibie Diyision
„
Responsible bidiVidlial -
, „
Time Status
XI A 1 6
All vehicles owned and or
operated by SPE shall
comply with South Coast
AQMD District Rule 402
which prohibits the
discharge of air
containments or other
materials that may cause a
nuisance SPE shall comply
with South Coast AQMD
Rule 1146 which requires
boilers and water heaters
rated at greater than five
million british thermal units
per hour to emit less than
05 pounds nitrogen oxide
per million Birtish thermal
units heat input SPE shall
have water heaters and
space heaters that are low
emission designs and to the
extent feasible SPE shall
integrate the use of
substitute compounds to
reduce the use and release
of toxic pollutants City Engineer/Building Official
Pam Keyes 253 5630/
Craig Johnson 253 5802 Annually
Monitored by
AQMD No
complaints
reported
XI A 3
All engines shall be properly
operated and maintained
This measure shall be
enforced by the quarterly
submission of certified
mechanics records City Engineer Charles Herbertson 253 5630 quarterly in complianceSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No ConditiOni ReSponsible DtviSion Responsiblettndividnal Time 'k Status
XI A 7
Local Hiring Program SPE
shall submit an annual
report before April 1st
stating the number of CC
residents hired and
employed on the site in
comparison to the total
number of employees CAO Jerry Fulwood Annually in compliance
XIB
Noise levels from onsite
mechanical equipment shall
not exceed the specific
noise levels prescribed in
CCMC Code Section 23 44
Noise Regulations and
Standards Code Enforcement Pamela Graves 253 5940 ongoing
no complaints
reported
XIC 1 3
Human Health and Safety
Annually SPE shall submit to
the CCFD an annual
inventory of hazardous
materials in use onsite and a
business emergency plan Fire Christine Parra 253 5930 Annually in compliance
in compliance XIC 4
Hazardous Materials All
hazardous waste shall be
transported only during off
peak hours to and from Site
and a closure permit issued
by the Los Angeles County
Department of Public Works
shall be issued prior to the
closure of any industrial
waste facilities Engineering Charles Herbertson 253 5630 ongoingSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition kNo C6ndition ReSp-bniible Division Responsible Individual Time Status
XIC5
A closure permit shall be
obtained from the Los
Angels County Department
of Public Works prior to the
closure of any industrial
waste facilities on the project
site Engineering Charles Herbertson 253 5630 ongoing in compliance
in compliance
in compliance
in compliance
XI D1
SPE shall participate in any
waste reduction measures Sanitation Damian Skinner 253 6402 ongoing
XI D2
SPE shall designate an
onsite waste reduction
coordinator to work with the
City Sanitation Division Sanitation Damian Skinner 253 6402 ongoing
XI D3
SPE shall presort recyclable
waste materials prior to
collection provided that
struck sets may be sorted
and recycled offsite Sanitation Damian Skinner 253 6402 ongoing
XI D4
SPE shall initiate a
comprehensive waste
management plan Sanitation Damian Skinner 253 6402 ongoing in compliance
in compliance
in compliance
XI El
SPE shall donate excess
paint to the City of Culver
City for its graffiti control
program CAO Jerry Fulwood ongoing
XI E2
To the extent feasible SPE
shall use all reasonable
efforts to notify all persons
conducting operations at the
Site of the need to obtain a
business tax certificate from
the City CAO Jerry Fulwood ongoingSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No Condition,- Responsible DIvIon Resporli bIe1ndMdüal , T mel Status
XII Al
Transportation during
construction periods All
transportation materials to or
from the site will buy way of
routes designated by the
City Engineer Prior to 30
days of the construction
SPE shall meet with City
Engineer to determine
expected volumes of
construction vehicles Engineering Max Paetzold 253 5622
during
construction
periods in compliance
XII A2 Maintaining Haul Routes Code Enforcement Pamela Graves 253 5940
during
construction
periods in compliance
in compliance
in compliance
XII A3 Construction Hours Code Enforcement/Police Pamela Graves 253 5940
during
construction
periods
XII A4 A7
Construction Hours and
construction equipment
storage Code Enforcement Pamela Graves 253 5940
during
construction
periods
XII A8 A10
Construction taking place in
street City Engineer Charles Herbertson 253 5630
during
construction
periods
no complaints
reported
XII All 12
Construction working driving
routes and parking Code Enforcement Charles Herbertson 253 5630
dunng
construction
periods
no complaints
reported
XII A13
All SPE construction
contracts should include
language regarding Section
III and XII A CAO Jerry Fulwood Annually in complianceSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Candition No Coinditioit- Responsible Division RespOnsibleifidividual Time Status
XIIB 2a Intersection Improvements Engineenng Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
net new
development
which exceeds
25 000 sq ft
In the City of Los
Angeles not yet
completed
XIIB 2b 1 7
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
estimated to
cause net new
trip generation to
exceed 290
afternoon peak
hour trips
in compliance due
to XII B
XIIB 2b 8
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
No longer
contemplated
because of
Route 405 HOV
Project
in compliance due
to XII B
XIIB 2 9
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Retain parking
along the south
side of the Culver
Boulevard south
roadway for a
specified amount
of time
in compliance due
to XII BSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Cortilition-No -, Condition ,, R spo Oils DiViWoril Responéb1e1ricIuvidUaIi
ime,,i ,,,,,,
Status
XIIB 2 9c
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Within 6
months after
approval of the
Comprehensive
Plan SPE may
submit plans to
the City
Engineer for
installation of a
pedestrian
crossing on
Madison
Avenue
between the
site and Sony
Pictures Plaza completed
XIIB 2 9d
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Installation of the
Smart Street
Corridor System in compliance
XIIB 2 9e
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
SPE shall fund a
study of the
feasibility of the
elimination of the
northbound
onramp facility of
the San Diego
Freeway at
Braddock Drive
In compliance
SPE has
reimbursed the
City $48 593 33 for
studySony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No
_
ConditiOn- esponsible Diviiion
, ,
Responsible Individual Time Status ,.
XIIB 2 9f
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 185
morning peak
hour trips SPE
shall implement
specified
improvements
Presently being
considered by City
Engineer for
installation
XIIB 2 9g
Traffic Facilities
Improvements Engineenng Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 211
afternoon peak
hour trips SPE
shall implement
specified
improvements
In Los Angeles not
yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition d lfr Condition - Responsible Divisionit , Responsible Individual - -, Thine- Status
XIIB 2 9h
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 405
morning peak
hours
In Los Angeles-not
y e applicable app
Condition may be
altered by MTA-
Light Rail Transit
Project
XIIB 2 91
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of certificate of
occupancy for
development
causing net new
trip generation to
exceed 466
morning peak
hour trips not yet applicable
XIIB 2 9j
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 484
morning peak
hour trips not yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No Condition Rea06nsibie lOsjon
Responithie Indiv'd I '
_ , ,i Y a
, e ,,,,, tirn Status
XIIB 2 9k
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of certificate of
occupancy for
development
causing net new
trip generation to
exceed 519
morning peak
hour trips
Completed by the
City of Los
Angeles in 1996
however threshold
for condition has
not yet been met
XIIB 2 91
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 563
morning peak
hour trips
Already in
compliance
although threshold
for condition has
not yet been met
XIIB 2 9m
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 590
morning peak
hours
not yet applicable
In the City of Los
Angeles Condition
might change with
MTA Light Rail
Transit ProjectSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Conditiongs16. Conciitso - n Responsil* Division, „
e individual, Time Status
XIIB 2 9n
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 607
morning peak
hour trips not yet applicable
XIIB 2 90
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 607
morning peak
hours not yet applicable
XIIB 2 9p
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 660
morning peak
hour trips
in compliance due
to XII BSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
COnditiOn:No. Condition ResponSible Division ,, Resrionsible Individualr t' Tinriel Status
XIIB 2 9q
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to the
issuance of any
certificate of
occupancy for
development
causing net new
trip generation to
exceed 616
morning peak
hour trips
in compliance due
to XII B
XIIB 2 9r
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 625
morning peak
hour trips Not yet applicable
XIIB 2 9s
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 634
morning peak
hour trips Not yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition No 4 6 Conditiop
,
Responsible Divisiori
Res bIlsiblelMilliidUal Time Status
XIIB 2 9t
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 642
afternoon hour
trips not yet applicable
XIIB 2 9u
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to Issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 660
morning peak
hour trips not yet applicable
XIIB 2 9v
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 704
afternoon peak
hour trips not yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
goildition‘No. Conitittaii Responsibie Division Responsible,individual
, ,
Tnni* '
. , -
Status.
XIIB 2 9w
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 713
afternoon peak
hour trips not yet applicable
XIIB 2 9x
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 722
morning peak
hour trips not yet applicable
XIIB 2 9y
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 774
morning peak
hour trips not yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Canditio No. Condition Respons Ole Oision
.,
Resp ns0 lid] idual „.
Vine
.
Status
XIIB 2 9z
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 836
morning peak
hour trips not yet applicable
XIIB 2 9aa
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
Prior to issuance
of any certificate
of occupancy for
development
causing net new
trip generation to
exceed 836
morning peak
hour trips
In compliance due
to XII B
XIIB 2 9bb
Traffic Facilities
Improvements Engineering Max Paetzold 253 5622
SPE and the City
shall use all
reasonable best
efforts to
complete all
steps necessary
to expedite
Caltrans review
and approval of
any mitigation
measure within
Caltrans
jurisdiction in complianceSony Pictures Studios Comprehensive Plan and Memoiandum of Understanding Status Report 2003
ConchtiptiNo n o'ilitin
_ _ „ _
Respcinlible Divia ti J esponsibie Individual - Time
,
Status I '- —
XIIC (all conditions)
Parking Supply
Requirements Planning Sherry Jordan 253 5746
with building
permits as
specified in each
condition and in
MOU of 12/14/94 in compliance
XIIC
Parking for Fleet Vehicles
annually SPE shall submit to
the City Planner and the City
Engineer a list of all fleet
vehicles counted onsite at
any time during each of 3
weekdays of the high activity
period of the year Planning and Engineering Pam Keyes 253 5630 Annually in compliance
XIID Parking Design and Layout Planning Sherry Jordan 253 5746
prior to the
issuance of a
building permit
and as specified
in each condition
an in MOU of
12/14/94 in compliance
XII E 1 7
Site Access and Circulation Engineering Max Paetzold 253 5622
prior to the
issuance of a
building permit
and or issuance
of any certificate
of occupancy in compliance
XII E8
Transportation subterranean
parking Planning/Engineering Sherry Jordan 253 5746
with building
permits in complianceSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condttion, a. Condition
--
Responsible Diyision ReSp:onsible IndiVidual Time Status
XII F 1 2
Transportation Demand
Management SPE shall
form a transportation
management association
and shall be headed by a full.
time transportation
coordinator Annual
employee commute mode
surveys shall be completed Transportation Steve Cunningham 253 6540
ongoing/
annually in compliance
XII F 3 a b
SPE shall designate a # of
parking spaces for
preferential use by carpools
and vanpools and display
information on ndeshare
programs Planning Sherry Jordan 253 5746
when building
permits are
issued in compliance
in compliance XII F 3 c d
Where feasible transit
shelters and convenient
routes should be provided to
serve bus stops on the
streets surrounding Sony
and bicycle storage facilities
should be provided Transportation Steve Cunningham 253 6540 ongoing
XII F4
Additional transportation
management conditions
including acquisition of one
new 40 long transit bus to
meet the increased demand
from the site Transportation Steve Cunningham 253 6540 one time not yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Condition,No Condition Responsibie'Division, itasponsibi Individeal Time Status
XII F4 i
SPE guarantees that in the
City s fiscal year first
following the date the City
purchases the above
described bus and for 11
fiscal years after or until the
development agreement
expires the annual revenue
received by the City from
utility sales and business
taxes generated on the site
shall be at least 96 000 plus
an increase based upon the
previous year's CPI for every
year after the 1st yr Treasurer Crystal Alexander 253 5866 Annually
ongoing
not yet applicable
in compliance XII F4 g1
SPE shall pay all fees
required by the congestion
management plan of the LA
County MTA Transportation Steve Cunningham 253 6540
XII F4 g2
SPE shall post a financial
guarantee for the purpose of
guaranteeing
implementation of any traffic
mitigation measures Building Craig Johnson 253 5802
prior to the
issuance of a
building permit in compliance
XII H1 and 2a
Traffic Flow on local streets
Engineering/ Transportation/
Building Charles Herbertson 253 5630
prior to the
issuance of any
certificate of
occupancy for
net new
development on
the site
exceeding
150 000 sq ft not yet applicableSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
Ctinditio or, ' Condition RespbeillileiDivision-',', esponsible individual
Time , Status
XII H 2b
Security guards at SPE
should not permit
pedestrians to enter SPE
except at unrestricted
entrances to the public retail
and restaurant unless they
can provide proof that they
used public transit live
within 1 mile of SPE gate or
are dropped off by a private
vehicle Code Enforcement Pamela Graves 253 5940
ongoing in compliance
in compliance XII H 2c
Monitor parking on
residential streets Engineering Max Paetzold 253 5622 ongoing
XII H 2d
SPE shall pay the City costs
for enforcement in the
neighborhoods Treasurer Crystal Alexander 253 5866
In compliance
completed
requirement in
1997 completed
XII 1 a b
SPE shall conduct a survey
of all employees arriving or
scheduled to arrive between
6 10 a m to determine their
commute mode and the # of
people per vehicle Survey
shall be in compliance with
the South Coast Air Quality
Management District and be
presented for SPE
employees only and total
employees from Sony parent
company subsidiary
companies and tenant
companies renting space at
the site for 1 month or more Transportation Steve Cunningham 253 6540 Annually
not in compliance
staff is looking into
changing the
terms of the MOU
to state that if SPE
is in compliance
wit L the AQMD
requirements then
SPE meets the
City requirementsSony Pictures Studios Comprehensive Plan and Memorandum of Understanding Status Report 2003
ConditiOnlio Condition* -1-; : ResponsibleOnnsion Responsible Incliiiiciiialt ,
,
Time - - Status
XII 2
Annual trip generation and
parking survey and annual
count of all vehicles entering
and leaving at each
vehicular driveway of the
Site Engineenng Charles Herbertson 253 5630 Annually in compliance
in compliance XII 3
SPE shall conduct counts of
all vehicles parked on the
site during a Tuesday
Wednesday and Thursday
in February or another peak
activity month mutually
agreed upon by the City and
SPE during 3 hours 11 12
non 1 30 to 2 30 pm and
400 5 00 p m During this
same time SPE shall count
vehicles on both sides of
specific streets Engineering Charles Herbertson 253 5630 Annually
XII 4
Any application for a building
permit for net new
development in excess of
25 000 sq ft which could
result in net new trip
generation shall be analyzed
by the Traffic Engineer and
then a report shall be issued
by such individual Engineering/Building Max Paetzold 253 5622
Upon application
of building permit
for 25 000 sq ft
of net new
development on goingr
-
VII
SONY PICTU
COMPREHENSIVE
ro,
ERTAINMENT
LOPMENT AGREEMENT
Attachment No 9
(
riurnTirmituniinunrif Flinn
Iri ill1111Wil/ IllUILLIrrij r ITT ni
zmituur
ANN EPORT
SEV, 2005
The Annual Report has been prepared to show Sony Pictures Entertainment Inc s (SPE) good faith compliance vnth the Comprehensive Plan and
Development Agreement The Development Agreement was executed on September 15 1993 between Culver City and SPE for development of the Sony
Pictures Studios (SPS) Each reported section includes a reference to the applicable article in the Comprehensive Plan Conditions of Approvaltl o
r
I t.
Sony P'cturas palsems gi to announce, our
Annus! 2005 Public W Wing Tours
of the
Sony Pictures Studios
Waded seumiSerd 'kite* sn, avrtable
Cursor Coy resiOsnu and Nuns* semis I d
Culvfn Cmy ChrObet oCOMMerial
4249 (Nyland Avenue
mes we to onneauorMaellti40,44.........
Nrn Womb, 13 WoOnstnr 20* OM% norm sfylwo
hp. Est% mono I. irs. obaa ye. hors ...law
eir.e9 ft hr. re* la yew WI Mo. cep...000
Os Imo. lorpom for aouvoron solo ro.olMonte
PIA 41 tau, IMO* not Cu., tay Ownberve
Om* eft. Vuo. fontell fse.lial• leols.1 COIN.
4.1plowe mom. a, y0,0 lost ...or. r.r ors we:, ws,
o.ssotienme, U,, 1.96 WSW
I
SONT
nr-nnem
inmoortyprdienssuesiowoom
ART IN PUBLIC PLACES
+ FREE MONTHLY SCREENINGS SENIOR CENTER
The Senior Center continues to enjoy Sony
Pictures Home Entertainment videos on loan
from Sony Pictures Entertainment s (SPE)
Video Library SPE provides at least one
movie per month in support of the Senior
Center s Movie-of-the-Week program The
popular titles this year included Spanghsh,"
Being Julia, and Spider-Man 2 The Center
also kicked off its new monthly senes, Sony
Sundays, with a screening of the ever-
popular A League of Their Own Pictured here are Minerva Sanchez, SPE
Studio Relations, and Debbie Cahill, Senior Center Social Services Specialist
Section I B, page 1
4 4' HISTORIC BUILDING DESIGNATION — COLONNADE PLAQUE
In May of last year, the first historical structure plaque was unveiled at the
Sony Pictures Studios (SPS) colonnade entrance, which was built in 1915
SPE has continued to work with the City on installation of plaques on SPE's
histoncally designated structures Installation of these plaques has been
completed except for Stage 6, which will be installed next year upon
completion The studio tour guides now refer to the plaques and historical
significance of each building while conducting the daily studio walking
tours Section IV F , page 7
CULTURAL RESOURCES
• STUDIO TOURS
SPE provides 1,000 free SPS walking tour tickets to
the City every fall from September through
November People who live and work in Culver City
are eligible for these tickets and obtain them from
the Culver City Chamber of Commerce office A
newly designed ad promoting the free tours appears
in The Culver City News in August, September and
October SPE expects to distribute all 1,000 tickets
again this year Section IV G page 7, MOU 08 29 00r|1010|\ I ll Ill 11 RL1 1 01 I.
(
r-
l
_
+ SONY PICTURES ENTERTAINMENT MUSEUM
The Sony Pictures Entertainment Museum
web site, wvvw sonypicturesmuseum corn,
averages close to 200,000 visitor hits per
month The Museum Collection, Film
Preservation, Studio History and Culver City
sections remain popular areas of the
museum Visitors who take the studio tour
are also able to visit the museum web site
before or after their tour by using the touch screen kiosk located in the
Studio Tours Museum section of Sony Pictures Plaza A link to the web
museum can also be found on the official Culver City web site
Recent additions to the web museum include
o A collection of histonc Culver City photos, found in the Culver City
History section,
o A Film Preservation section about the film noir classic, The Big
Heat, showcasing four film clips before and after restoration, and,
o An exciting feature in the Post Production section highlighting
Sound Effects with an interactive sound tool that allows visitors to
hear actual sounds as they learn how sound effects are created and
used in films
The Culver City museum committee, consisting of members from SPE s
Studio Relations, Culver City s Redevelopment Agency, Information
Technology staff and the City Historian continues to meet on a quarterly
basis, with creative ideas generating from this collaboration Section IV H ,
page 8, MOU 4 10 02
+ PARKS AND RECREATION SURVEY
This annual survey, conducted in June 2005, determines SPE employees
usage of Culver City s parks and recreation programs and facilities Of
approximately 3,500 Culver City based SPE employees and contractors
surveyed, 298 responded Less than half of the respondents indicated that
they use Culver City s parks and recreation programs and facilities The
complete survey results were submitted to the City in July 2005 Section
VI B 1 , page 37
2''') t )1 \ 1 , I-
DEVELOPMENT
+ STAGE 6
The exterior rehabilitation and adaptive re-use of
Stage 6 is progressing according to schedule Stage
6, once a thriving stage for MGM musicals, had
outlived its intended purpose and will be
converted mto office and support space After
receiving final approval from the Planning
Commission on September 8, 2004, interior
demolition of the stage began in November The
interior structural work commenced in January
2005 with each concrete floor being poured in
succession, the most recent being the fourth floor
in August 2005 New window openings on the
south and west elevations were also removed in
August Occupancy of the revitalized space is
anticipated in April 2006
+ STAGES 7 & 8
A project is currently underway to convert a mezzanine previously used as
storage space into production offices above Stages 7 and 8 The mezzanine
connects the second floors of the two stages The new open office space
will be accessed internally and via two external staircases Work on the
Stage 8 office space has been completed and Stage 7 construction will
begin in October 2005
+ BACK LOT ENHANCEMENT
In an effort to enhance the aesthetics and
safety of the back lot, SPE has embarked on
a clean-up and maintenance project Storage
containers located throughout the lot were
removed and their contents relocated to a
storage area in the Overland Garage Stages
have been newly painted featuring a
striking forest green dado line, and stage
doors have been repainted The Grip
Department now organizes its equipment on new
resurfaced floor
metal shelving and a
3‘N n I H ik_
V
-46
Other infrastructure enhancements include the purchase of portable electric
transformers, which take the place of multiple fuel-powered generators and
provide a cleaner, healthier environment when used for events, productions
and rehearsals on stages Sections of both 6th and 7th Avenues had two
inches of surface paving removed before being smoothly repaved with
blacktop
The Heidelberg building, used primarily
for production offices and art
department space, went through a lead
abatement treatment and was stuccoed
in keeping with the look of the back lot
stages In addition, custom windows
and an exterior metal staircase were
installed
These projects represent SPE s continued efforts to improve the
infrastructure, aesthetics, safety and operations of the lot
OPERATIONS AND INFRASTRUCTURE
SPE is in compliance with all required operations and infrastructure
conditions Details on the fullfillment of these requirements follow
STREET TREE MAINTENANCE
SPE s landscape service monitors street
tree maintenance removes tree debris
from the public right-of-way and
provides landscaping in all publicly
viewed areas The Mexican Fan Palms
on Washington Boulevard were trimmed
in May and other studio perimeter trees
are scheduled for trimming early next
year Section VG 4 c page 36
•:• INTERNAL COMBUSTION ENGINES
The studio continues to properly operate and maintain its five stationary
internal combustion engines in accordance with all South Coast Air Quality
Management District (SCAQMD) permit conditions Section XI A 3, page 47
4111H I R. r»
+ PLAN REVIEW AND INSPECTION
A three-party agreement was signed in October 2004 between SPE, Culver
City and Elinor Aurthur establishing her as the contract planner to handle
SPE s extraordinary plan review In this role, Ms Aurthur handles a variety
of planning tasks related to implementation of the Sony Comprehensive
Plan Section IXA , page 43
+ CATCH BASINS, SEWER LINES, AND MANHOLES
During the past year, all storm drains on the SPS
lot were cleared of debris All sewer lines and
manholes were inspected and found to be in
good working order One of the few remaining
original MGM manhole covers is shown here
Section VIII B 4 - 5 , page 42
• HUMAN RESOURCES REPORTING
The SPE Human Resources department reported that during the period of
April 2004 through March 2005, a total of 1,193 individuals were employed
at Sony Pictures Studios Of these, fifty-five employees are residents of
Culver City and five were hired during this period Section XI.A. 7, page 48
TRANSPORTATION
+ TRANSPORTATION DEMAND MANAGEMENT
SPE s Rideshare Program SONY PICTURES STUDIOS
continues to comply with ODESHARE
the South Coast Air
OPERATIONS
Quality Management
District (SCAQMD) requirements through participation in SCAQMD s Air
Quality Investment Program (AQIP) Participation in the AQIP also supports
ISO 14000 (global environmental standards ) SPE supports the TDM
Program with two on-site, certified Employee Transportation Coordinators
(ETCs) who handle the participation in AQIP, monitor the TDM measures
and oversee daily activity of the incentive-based program SPE s Parking
Department assists with the distribution of incentives to RideShare
participantsV 4
,
11 , 11 I 1\ k. I) ( + I
i
This year the RideShare Program added alternative fuel vehicles to the
eligibility category Owners of these vehicles are qualified to participate in
the program and receive incentives The program s Intranet web site was
also revised this past year, featuring more details about procedures,
eligibility and incentives In September, the program ETCs will be attending
the Association for Commuter Transportation's international conference
being held in Anaheim, of which SPE is a sponsor Section XII F , page 79
+ TRIP GENERATION/PARKING USE
The annual SPE traffic study was conducted by Crain and Associates, an
independent traffic engineering company, in February of this year This
study analyzes traffic volume and parking demand on the SPS lot and on
neighboring streets over a five business-day period The detailed report was
submitted to the City in March 2005
No concentrated peaks of traffic were discovered, signifying a low level of
traffic congestion for the daily traffic generation at the studio The report
also stated that the supply of parking spaces on the lot sufficiently meets
the current demand and a high percentage of the neighboring street
parking remains available during the day These findings confirm that
sufficient measures are in place to ensure that all SPS related vehicles park
on-site
_ The Conditions of Approval require SPE to make traffic improvements
when specific thresholds of increased traffic (or net new trips ) at the
studio are attained This year s report indicates that vehicle counts at the
SPS lot do not exceed current thresholds and traffic improvements are not
required at this time Section XII I 2-3 , pages 92 - 93
6c
I rL J I 1 .,A «
SPECIAL HIGHLIGHTS
Sony Pictures Entertainment believes it is important to be an active
presence in the community and to practice good corporate citizenship
Following are some examples of SPE s community support
+ SONY GLOBAL VOLUNTEER DAY
On Wednesday, May 4, 150 Sony Pictures employees gathered at the
Exceptional Children's Foundation (ECF) in Culver City to take part in Sony
Global Volunteer Day 2005 SPE's Sony Global Volunteer Day Honorary
Chair was Executive Vice President and Chief Administrative Officer Beth
Berke ECF is an organization offering a continuum of program services
including early start, developmental activity, residential, work training,
supported employment and recreation to nearly 2,000 developmentally
challenged individuals and their families each year
The volunteers were divided into three teams One team worked with
TreePeople to create an inviting and environmentally friendly garden for
the clients of ECF to enjoy the outdoors The group planted more than forty
trees, shrubs and plants The second team assisted in painting an outdoor
mural and set up an outdoor cafe The mural depicted an elaborate
landscape with a lake, mountains, trees, wildflowers and butterflies The
third team painted the facility s cafeteria An underwater seascape mural
featuring marine life was painted along one wall Many ECF clients also
participated in the project, making it an extra special day for everyone
involved One of the clients, Maria, who is nonverbal, signed that the mural
in the cafeteria made her feel "like a mermaid"^r
+ RENEWAL OF $250,000 EDUCATION GRANT TO CULVER CITY
In 1993, Sony Pictures Entertainment
made a ten-year, $250,000 commitment
to the Culver City Unified School
District SPE assisted in the creation of
the Culver City High School Academy of
Visual and Performing Arts, offering
advanced courses in theater, film and
video, music, visual art and dance SPE
announced in the spnng of 2005 that it
would renew its commitment to the
Culver City Unified School District for another ten years with an annual
contribution of $25,000 This year s grant will be directed toward the efforts
to revive arts education in all schools in the District as part of Los Angeles
County s Blueprint for Arts Education
+ CHAMBER OF COMMERCE SCREENING
SPE continues to support the Culver City
Chamber of Commerce by hosting a special
fundraiser screening In June, SPE screened
Bewitched, starring Nicole Kidman, Will
Ferrell, Shirley MacLame, and Michael Caine
Those who attended had a rare opportunity to
preview the film before it was released to the
theaters and heard a few behind-the-scenes
fun facts' before the screening Wardrobe
and prop pieces from the film were available
for guests to view This popular event was
once again sold out
These Chamber fundraiser screenings always become a memorable
community event, with local restaurants offering discounts and specials to
those who purchase tickets
+ THE ART OF STUDIO ARCHIVES
The City invited SPE to participate in their evening series, The Art Of
which celebrates the unique talents and expertise of Culver City residents
and businesses In June, April Dmytrenko, SPE s Vice President of Studio
I)11111. I 1\ po
Relations & Information Management, spoke about the Art of Studio
Archives The presentation provided a special ghmpse into SPE s Archives
program, dedicated to preserving its remarkable history Cohn Greene,
Manager of Archives & Collection, joined the presentation to discuss SPE s
continuing preservation efforts
More than 200 attendees enjoyed the archival assets that were on display
and passed around during the presentation The audience was also quizzed
throughout the presentation on interesting film trivia and archive facts such
as How many Spider-Man suits were created for Spider-Man 2 ? (See
answer below ) Posters and DVDs were given away as prizes to the lucky
guessers
DONATION OF VIDEO GIFTS
For the third year in a row, a number
of Culver City based groups became
the beneficianes of video donations
from SPE s Video Library This year the
SPE Video Library was pleased to
donate videos to the Exceptional
Children s Foundation (ECF ) Tolly
Fallon, ECF Development and External
Relations Coordinator, seen here with
Kristin Cavanaugh, SPE Studio
Relations Manager, accepted the donation and noted that the ECF members
would enjoy watching the new videos on their movie days
(Answer 35)
94 1
Video donations were also made to the Culver City Julian Dixon Library
and the Senior Center to enhance their growing libraries And SPE was
honored to donate a selection of DVDs to the Culver City Police
Department for a special shipment sent to troops stationed in Iraq
+ CULTURAL AFFAIRS GRANT
Sony Pictures Entertainment has once again provided Platinum Level
Sponsorship ($25,000) for the Unified Fund for cultural events taking place
in Culver City The fund provides support for the Summer Sunset Music
Festival, Music in the Chambers, Performing Arts Grant program, Fiesta La
Ballona, Holiday Tree Lighting, after-school/teen center programs and
various City and environmental programs
+ SONY PICTURES ENTERTAINMENT SCHOLARSHIP'S
The sixth annual Sony Pictures Entertainment Teacher of The Year award
honoree was Culver City High School teacher, Kristine Hatanaka Ms
Hatanaka received her award on Friday, May 6 th at the 2005 Tribute to the
Stars dinner, an annual event hosted by the Culver City Unified School
Distnct The 2005 Sony Pictures
Entertainment Scholarship, awarded
to a student interested in pursuing a
career in film and video, was given
to Culver City High School Academy
of Visual Arts and Performing Arts
senior Eon Mora at a ceremony held
at Robert Frost Auditorium in June
This is the thirteenth year that this
scholarship has been awarded
+ CULVER CITY HIGH SCHOOL YOUNG FILMMAKERS
In June 2005, SPE hosted the premiere screening of The Sky is Falling, a
short film directed by Culver City High student Eon Mora, in the Jimmy
Stewart Screening Room at Sony Pictures Studios The film was shot in high
definition and the screening featured high definition projection More than
400 people attended five screenings at the theater and were then treated to
a reception in the courtyard The audience included students, their families
and friends and Culver City Unified School District faculty and staff
10' ) I I t (ti
o|10 9| IT
+ NURTURING A SPIRIT OF COMMUNITY
In the spring of 2005, Sony Pictures Entertainment released Nurturing a
Spirit of Community, a sixteen page, full color booklet highlighting the
many ways SPE has provided support to the City of Culver City It
demonstrated the importance the corporate sector plays in helping to build
stronger, better communities The booklet, distributed to community
members and SPE management, now appears on the Culver City web site
In addition, an electronic version of the report was sent via global email to
all employees at the company
+ SONY PICTURES ENTERTAINMENT HEALTH FAIR
On June 23, SPE sponsored it s eighth annual
Health Fair, featuring vendors that specialize in
the health and environmental fields SPE
employees always enjoy the opportunity to learn
more about local health products and services to
improve their well-being This year, twelve
Culver City based businesses participated in the
SPE Health Fair, offering a wide range of services
(massage therapy, optometry, podiatry) and
social and environmental awareness (American
Cancer Society, American Red Cross )
CULVER CITY BOARDS/COMMITTEES
Following is a list of boards and committees that SPE executives serve on
and volunteer for in Culver City
April Dmytrenko, Vice President, Studio Relations and Information
Management
• Chamber of Commerce, Board and Executive Committee
+ Brotman Hospital Board of Directors
+ Culver City Historical Society
+ Downtown Business Association
Janice Pober, Senior Vice President, Corporate Affairs
• Los Angeles County Public Library Foundation, Board
(Culver City has a County library)
11+ Culver City High School Academy of Visual and Performing Arts
Advisory Council
+ Culver City Unified School District Art Team
Lance Wedegaertner, Vice President, Real Estate Administration
•:* Culver Palms Family YMCA, Board of Managers
C
12I
IJUTtIy t trt rtll Flt rum taw inju rutin tn 177U ti irrnur
'RN
SONY PICTU
COMPREHENSIVE P
ERTAINMt - NT
OPMENT AGREEMENT
Attachment No 9
The Annual Report has been prepared to show Sony Pictures Entertainment Inc s (SPE) good faith compliance with the Comprehensive Plan and
Development Agreement The Development Agreement was executed on September 15 1993 between Culver City and SPE for development of the Sony
Pictures Studios (SPS) Each reported section includes a reference to the applicable article in the Comprehensive Plan Conditions of ApprovalBone Pe:Aurae plecancl to announce our
Annual 2005 Pubfic Walking TOura
of the
Sony Pictures Studios
A Wed reereen. 01 &Ws are avbeabhe to
Clever Clly natant' aro business people I the
Coher City Chamber of COMMIIWO
4449 Oeseland Mame
ma* NO WannannUtranItment. MOAT, nee Woo ent
Sereame. e wawa( te Welk erne roriet MAO
trwm Inttnallmma ninon anon. Was
Waft In Weft own... ...rift. eseepeamo Itt shrms
Oven. Fannon for mounnwma
P Vw. nt Cunt Coy CW.Wrof Common
Ornmw no* wm ormaeomereseena we veered CO 4a
Ingtwww.nr onen nal lo mtsonnawnnewnra
0411111.1mre Mtn ntormrt UøOwn pomnett
so
SONY
M. NI
nownryndonssinkwoon.
C
ART IN PUBLIC PLACES
FREE MONTHLY SCREENINGS SENIOR CENTER
The Senior Center continues to enjoy Sony
Pictures Home Entertainment videos on loan
from Sony Pictures Entertainment s (SPE)
Video Library SPE provides at least one
movie per month in support of the Senior
Center s Movie-of-the-Week program The
popular titles this year included Spanghsh,'
Being Julia,' and Spider-Man 2 The Center
also kicked off its new monthly series, Sony
Sundays, with a screening of the ever-
popular "A League of Their Own Pictured here are Minerva Sanchez, SPE
Studio Relations, and Debbie Cahill, Senior Center Social Services Specialist
Section IB, page 1
• HISTORIC BUM-DING DESIGNATION — COLONNADE PLAQUE
In May of last year, the first historical structure plaque was unveiled at the
Sony Pictures Studios (SPS) colonnade entrance, which was built in 1915
SPE has continued to work with the City on installation of plaques on SPE's
historically designated structures Installation of these plaques has been
completed except for Stage 6, which will be installed next year upon
completion The studio tour guides now refer to the plaques and historical
significance of each building while conducting the daily studio walking
tours Section IV F , page 7
CULTURAL RESOURCES
•:* STUDIO TOURS
SPE provides 1,000 free SPS walking tour tickets to
the City every fall from September through
November People who live and work in Culver City
are eligible for these tickets and obtain them from
the Culver City Chamber of Commerce office A
newly designed ad promoting the free tours appears
in The Culver City News in August, September and
October SPE expects to distribute all 1,000 tickets
again this year Section IV G page 7 MOU 08 29 00
C\I 11 pc) t
• SONY PICTURES ENTERTAINMENT MUSEUM
The Sony Pictures Entertainment Museum
web site, www sonypicturesmuseum corn,
averages close to 200,000 visitor hits per
month The Museum Collection, Film
Preservation, Studio History and Culver City
sections remain popular areas of the
museum Visitors who take the studio tour
are also able to visit the museum web site
before or after their tour by using the touch screen kiosk located in the
Studio Tours Museum section of Sony Pictures Plaza A link to the web
museum can also be found on the official Culver City web site
Recent additions to the web museum include
o A collection of historic Culver City photos, found in the Culver City
History section,
o A Film Preservation section about the film noir classic, The Big
Heat, showcasing four film clips before and after restoration, and,
o An exciting feature in the Post Production section highlighting
Sound Effects with an interactive sound tool that allows visitors to
hear actual sounds as they learn how sound effects are created and
used in films
The Culver City museum committee, consisting of members from SPE's
Studio Relations, Culver City s Redevelopment Agency, Information
Technology staff, and the City Historian, continues to meet on a quarterly
basis, with creative ideas generating from this collaboration Section IV H ,
page 8, MOU 4 10 02
+ PARKS AND RECREATION SURVEY
This annual survey, conducted in June 2005, determines SPE employees
usage of Culver City s parks and recreation programs and facilities Of
approximately 3,500 Culver City based SPE employees and contractors
surveyed, 298 responded Less than half of the respondents indicated that
they use Culver City s parks and recreation programs and facilities The
complete survey results were submitted to the City in July 2005 Section
VI B 1 , page 37
2'-'1 e
drit d l',1)() [
-, ,
r
I
r
C
C
DEVELOPMENT
• STAGE 6
The exterior rehabilitation and adaptive re-use of
Stage 6 is progressing according to schedule Stage
6, once a thriving stage for MGM musicals, had
outlived its intended purpose and will be
converted into office and support space After
receiving final approval from the Planning
Commission on September 8, 2004, interior
demolition of the stage began in November The
interior structural work commenced in January
2005 with each concrete floor being poured in
succession, the most recent being the fourth floor
in August 2005 New window openings on the
south and west elevations were also removed in
August Occupancy of the revitalized space is
anticipated in April 2006
+ STAGES 7 & 8
A project is currently underway to convert a mezzanine previously used as
storage space into production offices above Stages 7 and 8 The mezzanine
,
, connects the second floors of the two stages The new open office space
will be accessed internally and via two external staircases Work on the
Stage 8 office space has been completed and Stage 7 construction will
begin in October 2005
- + BACK LOT ENHANCEMENT
In an effort to enhance the aesthetics and
safety of the back lot, SPE has embarked on
a clean-up and maintenance project Storage
containers located throughout the lot were
removed and their contents relocated to a
storage area in the Overland Garage Stages
have been newly painted featunng a
striking forest green dado line, and stage
doors have been repainted The Grip
Department now organizes its equipment on new metal shelving and a
resurfaced floor
3'1( 1 1 %PI lt
Other infrastructure enhancements include the purchase of portable electric
transformers, which take the place of multiple fuel-powered generators and
provide a cleaner, healthier environment when used for events, productions
and rehearsals on stages Sections of both 6 th and 7th Avenues had two
inches of surface paving removed before being smoothly repaved with
blacktop
The Heidelberg building, used primarily
for production offices and art
department space, went through a lead
abatement treatment and was stuccoed
in keeping with the look of the back lot
stages In addition, custom windows
and an extenor metal staircase were
installed
These projects represent SPE s continued efforts to improve the
infrastructure, aesthetics, safety and operations of the lot
OPERATIONS AND INFRASTRUCTURE
SPE is in compliance with all required operations and infrastructure
conditions Details on the fulfillment of these requirements follow
+ STREET TREE MAINTENANCE
SPE s landscape service monitors street
tree maintenance, removes tree debris
from the public right-of-way and
provides landscaping in all publicly
viewed areas The Mexican Fan Palms
on Washington Boulevard were trimmed
in May and other studio perimeter trees
are scheduled for trimming early next
year Section VG 4 c, page 36
+ INTERNAL COMBUSTION ENGINES
The studio continues to properly operate and maintain its five stationary
internal combustion engines in accordance with all South Coast Air Quality
Management District (SCAQMD) permit conditions Section XI A 3, page 47
4C)( P
+ PLAN REVIEW AND INSPECTION
A three-party agreement was signed in October 2004 between SPE, Culver
City and Elmor Aurthur establishing her as the contract planner to handle
SPE s extraordinary plan review In this role, Ms Aurthur handles a variety
of planning tasks related to implementation of the Sony Comprehensive
Plan Section DCA , page 43
+ CATCH BASINS, SEWER LINES, AND MANHOLES
During the past year, all storm drams on the SPS
lot were cleared of debris All sewer lines and
manholes were inspected and found to be in
good working order One of the few remaining
original MGM manhole covers is shown here
Section VIII B 4 - 5 , page 42
+ HUMAN RESOURCES REPORTING
The SPE Human Resources department reported that during the period of
April 2004 through March 2005, a total of 1,193 individuals were employed
at Sony Pictures Studios Of these, fifty-five employees are residents of
Culver City and five were hired during this period Section XIA 7, page 48
TRANSPORTATION
+ TRANSPORTATION DEMAND MANAGEMENT
SPE s Rideshare Program
continues to comply with DESHARE
the South Coast Air
OPERATIONS
Quality Management
District (SCAQMD) requirements through participation in SCAQMD s Air
Quality Investment Program (AQIP) Participation in the AQIP also supports
ISO 14000 (global environmental standards ) SPE supports the TDM
Program with two on-site, certified Employee Transportation Coordinators
(ETCs) who handle the participation in AQIP, monitor the TDM measures
and oversee daily activity of the incentive-based program SPE s Parking
Department assists with the distribution of incentives to RideShare
participants
SONY PICTURES STUDIOSI P.
This year the RideShare Program added alternative fuel vehicles to the
eligibility category Owners of these vehicles are qualified to participate in
the program and receive incentives The program s Intranet web site was
also revised this past year, featuring more details about procedures,
eligibility and incentives In September, the program ETCs will be attending
the Association for Commuter Transportation s international conference
being held in Anaheim, of which SPE is a sponsor Section XII F , page 79
+ TRIP GENERATION/PARKING USE
The annual SPE traffic study was conducted by Crain and Associates, an
independent traffic engineering company, in February of this year This
study analyzes traffic volume and parking demand on the SPS lot and on
neighboring streets over a five business-day penod The detailed report was
submitted to the City in March 2005
No concentrated peaks of traffic were discovered, signifying a low level of
traffic congestion for the daily traffic generation at the studio The report
also stated that the supply of parking spaces on the lot sufficiently meets
the current demand and a high percentage of the neighboring street
parking remains available during the day These findings confirm that
sufficient measures are in place to ensure that all SPS related vehicles park
on-site
The Conditions of Approval require SPE to make traffic improvements
when specific thresholds of increased traffic (or net new trips ) at the
studio are attained This year s report indicates that vehicle counts at the
SPS lot do not exceed current thresholds and traffic improvements are not
required at this time Section XII I 2-3 , pages 92 - 93
6\ 11 III I I:, I ) [
SPECIAL HIGHLIGHTS
Sony Pictures Entertainment believes it is important to be an active
presence in the community and to practice good corporate citizenship
Following are some examples of SPE s community support
• SONY GLOBAL VOLUNTEER DAY
On Wednesday, May 4, 150 Sony Pictures employees gathered at the
Exceptional Children's Foundation (ECF) in Culver City to take part in Sony
Global Volunteer Day 2005 SPE's Sony Global Volunteer Day Honorary
Chair was Executive Vice President and Chief Administrative Officer Beth
Berke ECF is an organization offering a continuum of program services
including early start, developmental activity, residential, work training,
supported employment and recreation to nearly 2,000 developmentally
challenged individuals and their families each year
The volunteers were divided into three teams One team worked with
TreePeople to create an inviting and environmentally friendly garden for
the clients of ECF to enjoy the outdoors The group planted more than forty
trees, shrubs and plants The second team assisted in painting an outdoor
mural and set up an outdoor cafe The mural depicted an elaborate
landscape with a lake, mountains, trees, wildflowers and butterflies The
third team painted the facility s cafeteria An underwater seascape mural
featuring marine life was painted along one wall Many ECF clients also
participated in the project, making it an extra special day for everyone
involved One of the clients, Maria, who is nonverbal, signed that the mural
in the cafeteria made her feel "like a mermaid"
7‘111)( pl),
+ RENEWAL OF $250,000 EDUCATION GRANT TO CULVER CITY
In 1993, Sony Pictures Entertainment
made a ten-year, $250,000 commitment
to the Culver City Unified School
District SPE assisted in the creation of
the Culver City High School Academy of
Visual and Performing Arts, offering
advanced courses in theater, film and
video, music, visual art and dance SPE
announced in the spring of 2005 that it
would renew its commitment to the
Culver City Unified School District for another ten years with an annual
contribution of $25,000 This year's grant will be directed toward the efforts
to revive arts education in all schools in the District as part of Los Angeles
County s Blueprint for Arts Education
+ CHAMBER OF COMMERCE SCREENING
SPE continues to support the Culver City
Chamber of Commerce by hosting a special
fundraiser screening In June, SPE screened
Bewitched, starring Nicole Kidman, Will
Ferrell, Shirley MacLame, and Michael Caine
Those who attended had a rare opportunity to
preview the film before it was released to the
theaters and heard a few behind-the-scenes
fun facts before the screening Wardrobe
and prop pieces from the film were available
for guests to view This popular event was
once again sold out
These Chamber fundraiser screenings always become a memorable
community event, with local restaurants offering discounts and specials to
those who purchase tickets
THE ART OF STUDIO ARCHIVES
The City invited SPE to participate in their evening series, The Art Of
which celebrates the unique talents and expertise of Culver City residents
and businesses In June, April Dmytrenko, SPE s Vice President of StudioI 1\(.110
Relations & Information Management, spoke about the Art of Studio
Archives The presentation provided a special glimpse into SPE s Archives
program, dedicated to preserving its remarkable history Cohn Greene,
Manager of Archives & Collection, joined the presentation to discuss SPE s
continuing preservation efforts
More than 200 attendees enjoyed the archival assets that were on display
and passed around during the presentation The audience was also quizzed
throughout the presentation on interesting film trivia and archive facts such
as How many Spider-Man suits were created for Spider-Man 2 ? (See
answer below) Posters and DVDs were given away as prizes to the lucky
guessers
• DONATION OF VIDEO GIFTS
For the third year in a row, a number
of Culver City based groups became
the beneficianes of video donations
from SPE s Video Library This year the
SPE Video Library was pleased to
donate videos to the Exceptional
Children s Foundation (ECF ) lolly
Fallon, ECF Development and External
Relations Coordinator, seen here with
Kristin Cavanaugh, SPE Studio
Relations Manager, accepted the donation and noted that the ECF members
would enjoy watching the new videos on their movie days
(Answer 35)|10 10|JVideo donations were also made to the Culver City Julian Dixon Library
and the Senior Center to enhance their growing libraries And SPE was
honored to donate a selection of DVDs to the Culver City Police
Department for a special shipment sent to troops stationed in Iraq
+ CULTURAL AFFAIRS GRANT
Sony Pictures Entertainment has once again provided Platinum Level
Sponsorship ($25,000) for the Unified Fund for cultural events taking place
in Culver City The fund provides support for the Summer Sunset Music
Festival, Music in the Chambers, Performing Arts Grant program, Fiesta La
Ballona, Holiday Tree Lighting, after-school/teen center programs and
various City and environmental programs
+ SONY PICTURES ENTERTAINMENT SCHOLARSHIPS
The sixth annual Sony Pictures Entertainment Teacher of The Year award
honoree was Culver City High School teacher, Knstme Hatanaka Ms
Hatanaka received her award on Friday, May e h at the 2005 Tribute to the
Stars dinner, an annual event hosted by the Culver City Unified School
District The 2005 Sony Pictures
Entertainment Scholarship, awarded
to a student interested in pursuing a
career in film and video, was given
to Culver City High School Academy
of Visual Arts and Performing Arts
senior Eon Mora at a ceremony held
at Robert Frost Auditorium in June
This is the thirteenth year that this
scholarship has been awarded
+ CULVER CITY HIGH SCHOOL YOUNG FILMMAKERS
In June 2005, SPE hosted the premiere screening of The Sky is Falling, a
short film directed by Culver City High student Eon Mora, in the Jimmy
Stewart Screening Room at Sony Pictures Studios The film was shot in high
definition and the screening featured high definition projection More than
400 people attended five screenings at the theater and were then treated to
a reception in the courtyard The audience included students, their families
and friends and Culver City Unified School District faculty and staff
10• NURTURING A SPIRIT OF COMMUNITY
In the spring of 2005, Sony Pictures Entertainment released Nurturing a
Spirit of Community, a sixteen page, full color booklet highlighting the
many ways SPE has provided support to the City of Culver City It
demonstrated the importance the corporate sector plays in helping to build
stronger, better communities The booklet, distributed to community
members and SPE management, now appears on the Culver City web site
In addition, an electronic version of the report was sent via global email to
all employees at the company
• SONY PICTURES ENTERTAINMENT HEALTH FAIR
On June 23, SPE sponsored it s eighth annual
Health Fair, featuring vendors that specialize in
the health and environmental fields SPE
employees always enjoy the opportunity to learn
more about local health products and services to
improve their well-being This year, twelve
Culver City based businesses participated in the
SPE Health Fair, offering a wide range of services
(massage therapy, optometry, podiatry) and
social and environmental awareness (American
Cancer Society, American Red Cross )
ClULVER CITY BOARDS/COMMITTEES
Following is a list of boards and committees that SPE executives serve on
and volunteer for in Culver City
April Dmytrenko, Vice President, Studio Relations and Information
Management
• Chamber of Commerce, Board and Executive Committee
• Brotman Hospital Board of Directors
• Culver City Historical Society
•:• Downtown Business Association
Janice Pober, Senior Vice President, Corporate Affairs
• Los Angeles County Public Library Foundation, Board
(Culver City has a County library)
1 1\ !ILI 1! L
• Culver City High School Academy of Visual and Performing Arts
Advisory Council
• Culver City Unified School District Art Team
Lance Wedegaertner, Vice President, Real Estate Administration
•:• Culver Palms Family YMCA, Board of Managers
12