City of Culver City, California
Agenda Item Report
RECOMMENDATION:
Staff recommends the City Council approve a financial contribution agreement.
AND
Staff recommends the City Council and Agency Board approve:
(a) a License Agreement Related to Construction of Temporary Parking Spaces,
(b) a License Agreement for Use, Operation, Maintenance, and Repair of
Temporary Parking Spaces,
(c) an Option Agreement for Perpetual Easement, and
(d) a Perpetual Easement Agreement.
All of the above agreements (collectively Agreements) relate to the Exposition Light
Rail Project (Project) and/or the Washington/National Transit Oriented Development
(WaNa TOD).
Meeting Date: 09/12/2011 Item Number: JC-1
JOINT CITY COUNCIL AND AGENCY BOARD AGENDA ITEM: (1) City Council
Approval of a Financial Contribution Agreement and (2) City Council and Agency
Board Approval of (a) a License Agreement Related to Construction of Temporary
Parking Spaces, (b) a License Agreement for Use, Operation, Maintenance, and
Repair of Temporary Parking Spaces, (c) an Option Agreement for Perpetual
Easement, and (d) a Perpetual Easement Agreement related to the Expo Light Rail
Project and the Washington/National Transit Oriented Development.
Contact Person/Dept.: John Nachbar Phone Number: 310-253-6000
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [] Attachments: [X]
Commission Action Required: Yes [] No [X] Date: ________________
Public Notification: (E-Mail) Agenda and Meetings – City Council (09/08/11); Agenda
and Meetings – Redevelopment Agency (09/08/11)
Department Approval:
John M. Nachbar (09/07/11)
City Attorney Approval/Agency General
Counsel Approval:
Carol Schwab (by H. Baker) (09/07/11)
Chief Financial Officer Approval:
Jeff Muir (by N. Kimball) (09/07/11)
City Manager/Executive Director
Approval:
John M. Nachbar (09/08/11) City of Culver City, California
Agenda Item Report
BACKGROUND:
The City Council and Agency Board have both taken various actions over the past
several years to support the construction of the Exposition Light Rail Project’s station
in Culver City. This support has included an obligation of up to $4.0 million in
funding from the City of Culver City to enhance the originally designed “at-grade”
Culver City station to an aerial station, and approximately $3.0 million in funding
from the Culver City Redevelopment Agency to enhance the aerial station columns
and shoring wall to allow for subterranean parking adjacent to the rail station. As
more particularly described in the various agreements, a portion of the funding
comes in the form of “in-kind” (non-cash) contributions.
Pursuant to negotiation instructions provided by the City Council and Agency Board,
over the past several years, staff has been in discussions with the Los Angeles
County Metropolitan Transportation Authority (LACMTA also known as METRO) and
the Exposition Metro Line Construction Authority (Authority also known as Expo) to
negotiate the details of various agreements required to document the terms and
conditions under which Culver City’s funding would be released to METRO and
Expo.
DISCUSSION:
Staff has concluded negotiations on five agreements which are presented for the
City Council’s and City Council’s/Agency Board’s consideration this evening.
Following are brief summaries of these agreements:
Financial Contribution Agreement for Phase I of Metro Exposition Light Rail Transit
Project
In general, this Agreement provides the terms and conditions under which the City
shall convey up to $4.0 million in “City’s Total Contribution” to LACMTA. Some
highlighted terms and conditions include:
• City shall provide $2,261,719 in federal grant and local matching funds
• City shall construct the Robertson Improvements based upon construction
drawings provided by the Authority
• City shall maintain the Bike Path once constructed by Authority in connection
with the Project.
• Various property interests needed to be conveyed between the City and
LACMTA shall be done at no cost to either entity.
City of Culver City, California
Agenda Item Report
License Agreement for Construction of Temporary Parking Spaces
Under this Agreement, the City and Agency grant to Authority a non-exclusive
license to enter upon an across the City/Agency owned properties located at the
intersection of Washington Boulevard and National Boulevard (Triangle Site) for
purposes of constructing up to 600 temporary parking spaces for the Project.
Authority shall bear all costs of construction of such temporary parking spaces.
License Agreement for Use, Operation, Maintenance, and Repair of Temporary
Parking Spaces
This Agreement sets forth the terms and conditions under which LACMTA shall use,
operate, maintain, and repair the temporary parking spaces constructed under the
License Agreement for Construction of Temporary Parking Spaces above. It
also provides for the allocation of Replacement [Parking] Spaces at the time the
City/Agency begin the redevelopment of the Triangle Site.
Option Agreement for Perpetual Easement
This Agreement provides the City or Agency an option to acquire from LACMTA a
perpetual easement on LACMTA property adjacent to the Triangle Site. The
easement would allow the City/Agency to incorporate this property as part of the
WaNa TOD.
Perpetual Easement Agreement
This is a form of Agreement for use in the case the Option conveyed by the Option
Agreement for Perpetual Easement is exercised by either the City or the Agency.
Draft copies of the Agreements are provided as attachments to this staff report.
Final versions may require additional language to be provided by City Special
Counsel/Agency General Counsel or the City Attorney’s Office. The City Council
and Agency Board are requested (1) to approve the agreements as presented and
authorize the City Special Counsel/Agency General Counsel and the City Attorney to
make any last minute adjustments to the Agreements and (2) to authorize the City
Manager/Executive Director to execute such final Agreements on behalf of the City
and Agency, respectively.
Under the Supreme Court’s recent Order staying a significant part of AB 26 X1 and
all of AB 27 X1, the Agency’s authority to enter into contracts is limited to certain
items permitted under AB 26 X1. The provisions of AB 26 X1 authorize the Agency
to enter into contracts required to perform “enforceable obligations.” All of the duties City of Culver City, California
Agenda Item Report
contemplated to be performed by the Agency under the Agreements to which the
Agency is a party will be performed to pursue enforceable obligations (e.g. those
projects contained in the Cooperation Agreements between the Agency and the
City). Therefore, the Agency is authorized to be a party to these Agreements.
Further, pursuant to the Memorandum of Understanding between the Agency,
Authority, and City entered into as of January 18, 2011, the Agency is obligated to
pay the funds and perform its obligations under these agreements.
FISCAL ANALYSIS:
Concurrently with the execution of these Agreements, the Agency and/or the City will
be paying EXPO the balance of its reimbursement to EXPO of the extra costs
involved in accommodating the Station for our potential use under the Easement,
and that the source of such payment is part of the funds paid to the City by the
Agency under the Cooperation Agreement.
The amount of the “City’s Total Contribution” was appropriated as part of the City
Council Adopted Budget for Fiscal Year 2011/2012. Funding has been allocated
from the Redevelopment Agency and shall be derived from the former Agency
assets now held by the City under the Cooperation Agreements between the Agency
and the City, as appropriate.
ATTACHMENTS:
1. Financial Contribution Agreement
2. License Agreement for Construction of Temporary Parking Spaces
3. License Agreement for Use, Operation, Maintenance, and Repair of
Temporary Parking Spaces
4. Option Agreement for Perpetual Easement
5. Perpetual Easement Agreement
MOTIONS:
That the City Council:
1. Approve a financial contribution agreement; and,
2. Authorize the City Attorney/City Special Counsel to review/prepare the
necessary documents; and,
3. Authorize the City Manager to execute such documents on behalf of the
City. City of Culver City, California
Agenda Item Report
That both the City Council and Agency Board:
1. Approve (a) a License Agreement Related to Construction of Temporary
Parking Spaces, (b) a License Agreement for Use, Operation,
Maintenance, and Repair of Temporary Parking Spaces, (c) an Option
Agreement for Perpetual Easement, and (d) a Perpetual Easement
Agreement.
2. Authorize the City Attorney and Agency General Counsel to
review/prepare the necessary documents; and,
3. Authorize the City Manager/Executive Director to execute such documents
on behalf of the City and Agency, respectively.
MEETING DATE: September 12, 2011
AGENDA ITEM : 1) City Council Approval of a Financial Contribution
Agreement and (2) City Council and Agency Board Approval of (a) a
License Agreement Related to Construction of Temporary Parking
Spaces, (b) a License Agreement for Use, Operation, Maintenance, and
Repair of Temporary Parking Spaces, (c) an Option Agreement for
Perpetual Easement, and (d) a Perpetual Easement Agreement related to
the Expo Light Rail Project and the Washington/National Transit Oriented
Development.
ATTACHMENTS
Pages
1. Financial Contribution Agreement 1 – 19
2. License Agreement for Construction of Temporary
Parking Spaces
20 – 42
3. License Agreement for Use, Operation,
Maintenance, and Repair of Temporary Parking Spaces
43 – 64
4. Option Agreement for Perpetual Easement
65 – 100
5. Perpetual Easement Agreement
101 - 157
14732242.7
1
FINANCIAL CONTRIBUTION AGREEMENT FOR
PHASE I OF METRO EXPOSITION LIGHT RAIL TRANSIT PROJECT
This Financial Contribution Agreement for Phase 1 of Metro Exposition
Light Rail Transit Project (“Agreement”) is made and entered into as of September
[___], 2011 by and between the City Of Culver City (“City”), a municipal corporation, and
the Los Angeles County Metropolitan Transportation Authority (“LACMTA”), a California
county transportation authority.
RECITALS
A. City is a municipal corporation incorporated under the laws of the State of
California.
B. LACMTA is a California county transportation authority, existing pursuant
to Public Utilities Code Section 130050.2, et seq.
C. The LACMTA Board of Directors has adopted a Funding Plan for Phase I
of the Exposition Light Rail Transit Project (the “Project”) that includes funding from
federal, state and local sources.
D. The Project alignment, as more particularly described in Exhibit A hereto,
runs through and terminates near the corporate boundary of City.
E. Section 132600 of the California Public Utilities Code establishes that the
Project shall be designed and constructed by the Exposition Metro Line Construction
Authority (“Authority”), with all funding sources to be identified and secured by LACMTA.
F. At its March 5, 2007 meeting, City’s City Council authorized a local
contribution of $4,000,000 in value (“City’s Total Contribution”) toward the design and
construction of the Culver City Station component of the Project, which includes all
Project activities and work conducted within the boundary of the City of Culver City (the
“Culver City Station Construction”).
G. City’s Total Contribution will be made by provision of funds from federal
and state grants, funds from the Culver City Redevelopment Agency (“Agency”), credits
for the City’s construction of certain improvements, and in-kind credits for direct and
indirect costs incurred by City and/or Agency, and agreed to by the Authority, for all
activities or work relating to the Culver City Station Construction, all as more particularly
summarized in Exhibit B attached hereto.
Page 1 of 160
14732242.7
2
H. The parties desire to enter into this Agreement to provide a means for City
to provide the City’s Total Contribution, which includes $2,261,719 in federal grant and
local matching funds (“City’s Federal Grant Funding Contribution”), toward the Culver
City Station Construction.
I. The remaining balance of City’s Total Contribution will be equal to
$4,000,000 less the amount of City’s Federal Grant Funding Contribution (the
“Remaining Balance”).
J. The City, the Agency, the Authority and LACMTA have entered into that
certain Memorandum of Understanding concerning the Expo Venice/Robertson station,
the construction of certain parking facilities and the Culver City Redevelopment Project
(the “MOU”). The funding obligations of the Agency set forth in the MOU are separate
and distinct from the funding obligations set forth herein.
AGREEMENT
NOW, THEREFORE, in reliance on the foregoing and in consideration of the
mutual covenants and promises herein provided, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, City and
LACMTA, intending to be legally bound, do hereby agree as follows:
1.0 FEDERAL GRANT FUNDING COMMITMENT AND PAYMENT
1.1 City shall provide City’s Federal Grant Funding Contribution to LACMTA, in an
amount not-to-exceed $2,261,719, toward Culver City Station Construction, as follows,
and Expo will exercise reasonable efforts to utilize the federal funds in this amount:
Funding Sources Federal Local Total
Section 5309 Funds
(CA-04-0136)
$ 1,146,600 $ 286,650 $1,433,250
ARRA Federal Section 5307
Transit - Capital Formula Allocation
(CA-96-X042)
$ 828,469
Not
Applicable
$828,469
Total Funding $ 1,975,069 $ 286,650 $2,261,719
1.2 LACMTA has submitted or will submit one or more invoices to the City for
expenses incurred on the Culver City Station Construction as follows:
An invoice or invoices in an aggregate amount not to exceed $1,433,250
shall be submitted for reimbursement of activities designated for Section
5309 funds as listed in Exhibit C; and
An invoice or invoices in an aggregate amount not to exceed $828,469
Page 2 of 160
14732242.7
3
shall be submitted for reimbursement of activities relating to Culver City
Station Construction that are eligible for ARRA Federal Section 5307
Transit Capital Formula Allocation funding as listed in Exhibit C.
1.3 The invoices referenced in Section 1.2 above shall include documentation
showing that the costs listed in the invoices have been paid for by or on behalf of
LACMTA.
1.4 The total amount of City’s Federal Grant Funding Contribution to be invoiced and
paid under this Agreement shall not exceed $2,261,719. City will pay in full each
LACMTA-submitted invoice that is accompanied by documentation satisfying the
requirements of Section 3.4 below within 30 days after the later of (a) the date of full
execution of this Agreement, or (b) receipt of such invoice from LACMTA.
2.0 REMAINING BALANCE OF CITY’S TOTAL CONTRIBUTION; RELATED CITY
OBLIGATIONS
2.1 The Remaining Balance shall be paid by City as follows:
2.1.1 As part of the Culver City Station Construction, LACMTA would have been
responsible for certain sidewalk improvements, on the east side of Robertson
Boulevard between Venice and Washington Boulevards, that will accommodate
the future bus transit area along Robertson Boulevard (the “Robertson
Improvements”). LACMTA and City agree that (a) the Authority will complete the
design on the Robertson Improvements and provide City a set of signed
construction drawings and AUTOCAD drawing files for City to construct the
Robertson Improvements (collectively, the “Robertson Improvements
Construction Drawings”); and (b) City shall be responsible for constructing, and
will construct, the Robertson Improvements, at its sole cost and expense in
accordance with the Robertson Improvements Construction Drawings as revised
or amended by City in its reasonable discretion, provided that such revisions
shall be at City’s sole cost and expense. The Authority has estimated the cost to
construct (including inspection) the Robertson Improvements is $213,180 (the
“Robertson Improvement Credit”). Since the City will now pay for and perform
the construction of the Robertson Improvements, the Robertson Improvement
Credit shall be applied toward the Remaining Balance, regardless of the actual
cost of the Robertson Improvements.
2.1.2 City has provided, and shall continue to provide, staff and consultant
services in connection with the Culver City Station Construction, as approved by
the Authority. The value of such staff and consultant services has been
estimated to be $679,734 (the “City In Kind Credit”), as set forth in Exhibit D.
The amount of the City In Kind Credit shall be applied toward the Remaining
Balance, regardless of the actual value of staff and consultant services provided
Page 3 of 160
14732242.7
4
by City in connection with the Culver City Station Construction.
2.1.3 City shall pay $845,367 in cash to LACMTA (the “Cash Balance Amount”),
which Cash Balance Amount shall be applied toward the Remaining Balance.
The parties acknowledge that the Cash Balance Amount was calculated based
on an assumption that all of the City’s Federal Grant Funding Contribution will be
paid to and utilized by LACMTA, with the Cash Balance Amount determined by
taking the amount of the City’s Total Contribution, i.e., $4,000,000, and
subtracting therefrom: (i) $2,261,719 for City’s Federal Grant Funding
Contribution, and (ii) $213,180 for the Robertson Improvement Credit, and (iii)
$679,734 for the City In Kind Credit. The Cash Balance Amount shall be paid by
Agency no later than the date that is five (5) business days after the date of full
execution of this Agreement.
2.2 LACMTA acknowledges that City intends to fulfill its obligation to make payment
of the Cash Balance Amount through the expenditure of funds provided to City by the
Agency. City represents and warrants that such funds have been provided to City by
the Agency and are being held by City, for purposes of satisfying its obligation to make
payment of the Cash Balance Amount, in an account that is funded by Agency and
controlled by City and dedicated to the satisfaction of City’s obligation to make payment
of the Cash Balance Amount (the “LACMTA Funding Agreement Account”).
Concurrently with City’s execution of this Agreement, City will inform LACMTA of the
balance of the LACMTA Funding Agreement Account (which shall not in any event be
less than the Cash Balance Amount), and shall represent and warrant that there are no
claims against such account or encumbrances thereon. City hereby agrees that it shall
not take any action that will prevent the City from meeting its obligation to make
payment of the Cash Balance Amount, including, without limitation, actions to encumber
the LACMTA Funding Agreement Account, to transfer funds therefrom other than to
make payment of the Cash Balance Amount, or to take on obligations to be satisfied
from the LACMTA Funding Agreement Account.
2.3 The parties intend for a bike path to be constructed in connection with the
Project. Within the boundaries of the City, Authority will construct a portion of the bike
path on property owned by the City. To facilitate such construction, City hereby agrees
to provide, and shall provide, at no out-of-pocket cost to LACMTA or the Authority, a
mutually agreeable construction license granting the Authority access to and use of the
City’s property for purposes of constructing the bike path and related improvements,
which license will allow for the City’s review and for reasonable approval rights
respecting the plans and specifications for the bike path. Such construction license
shall be provided to LACMTA within 30 days of its request. From and after the
completion of construction, but subject to any warranty obligations of the contractor(s)
that construct the bike path and related improvements, City shall be responsible to
operate and maintain the bike path consistent with the operation and maintenance
of other bike paths within the City. City and Authority will reasonably cooperate with
respect to enforcement of any construction warranty obligations of such contractor(s).
Page 4 of 160
14732242.7
5
To facilitate the City’s operation and maintenance of the portions of the bike path
located on LACMTA property, LACMTA hereby agrees to provide, at no out-of-pocket
cost to City, a license granting the City access to and use of LACMTA’s property for
purposes of operating and maintaining the bike path. Such license shall be granted
pursuant to a standard LACMTA form of license agreement, as modified based upon
revisions proposed by City and agreed to by LACMTA, and the parties hereby agree to
negotiate the form of the license agreement in good faith.
2.4 The parties hereby agree that City and LACMTA shall each grant, convey and
deed, to the other party or its designee, the interests in certain specified real estate as
set forth on the Project Parcel Map and Real Estate matrix attached hereto as Exhibit E.
All such real estate interests shall be granted, conveyed and deeded to the receiving
party at no additional cost or expense to such party beyond that already paid to any
party as of the date of this Agreement, and free and clear of any monetary liens or
encumbrances not reasonably accepted by such party.
3.0 FEDERAL GRANT REPORTING, AUDIT AND INSPECTION OF RECORDS
3.1 LACMTA’s Project-related records shall include, but not be limited to, accounting
records, written policies and procedures, contract files, original estimates,
correspondence, change order files (including documentation covering negotiated
settlements), invoices, and other supporting evidence relied upon to substantiate
charges related to the Project (hereinafter collectively referred to as "Project-related
records"), any non-privileged portions of which shall be made available for inspection
upon reasonable request therefore for purposes of inspection, audit and reproduction by
City auditors or authorized representatives, to permit evaluation of expended costs.
3.2 City or any of its duly authorized representatives, upon written notice, shall be
afforded reasonable access to non-privileged Project-related records, and shall be
allowed reasonable access to interview any employees of LACMTA in connection
therewith throughout the term of this Agreement. These Project-related records must be
retained by LACMTA for a minimum of three years following final payment under this
Agreement.
3.3 LACMTA shall provide all necessary documentation and information to assist
City in the certification of the American Recovery and Reinvestment Act (ARRA) grant
and Section 5309 grant included as part of City’s Federal Grant Funding Contribution
and compliance with all guidelines and requirements for these ARRA and Section 5309
grants. LACMTA agrees to comply with all applicable ARRA requirements and all
applicable requirements under FTA Circular 5010.1C for activities included in the
invoices referenced in Section 1.2 above.
3.4 Upon invoice submittal as set forth in Section 1.2 above, LACMTA shall provide
information required for the ARRA grant and federal grant compliance, reporting and
audit purposes in a timely manner, which may include (as applicable), but is not limited
Page 5 of 160
14732242.7
6
to, the following:
For works seeking ARRA Federal Section 5307 Transit Capital Formula
Allocation funding as set forth in Section 1.2:
o The number of jobs created;
o Independent Cost Estimate (ICE) and how the ICE was developed; and
o Cost or Price Analysis and how it was documented.
Monthly vendor reports, which (as applicable) are due on the 5
th
of each month;
FTA quarterly progress reports, which (as applicable) are due on the 15
th
of the
month after the quarter;
Disadvantaged Business Enterprise (DBE) reporting information; and,
Sole-source justification, if applicable.
3.5 The information and reports referenced in Section 3.4 above shall be submitted
to the authorized City representative as referenced in Section 8.0 below. LACMTA shall
ensure Authority will have available for review, as needed, the certified payroll hours
and labor compliance reports associated with the invoices submitted to City pursuant to
Section 1.2 above.
4.0 TERM OF THE AGREEMENT
This Agreement shall become effective upon the date first referenced above and shall
remain in full force and effect until City fulfills its funding commitment set forth in this
Agreement. Except that LACMTA’s obligation to maintain the Project-related records as
provided in Section 3.2 hereinabove shall survive the expiration of the term of this
Agreement.
5.0 INDEMNIFICATION
5.1 By LACMTA. Except for the negligence or willful misconduct of City and any of
its boards, officers, agents, employees, assigns, and successors in interest, LACMTA
undertakes and agrees to defend, indemnify, and hold harmless City and any of its
boards, officers, agents, employees, assigns, and successors in interest from and
against all suits and causes of action, claims, losses, demands and expenses,
including, but not limited to, attorney's fees and cost of litigation, damage or liability of
any nature whatsoever, for death or injury to any person, including LACMTA's
employees and agents, or damage or destruction of any property of either party hereto
or of third parties, arising in any manner by reason of the negligent acts, errors or
omissions by LACMTA or its employees and agents in connection with its activities
under this Agreement.
Page 6 of 160
14732242.7
7
5.2 By City. Except for the negligence or willful misconduct of LACMTA and any of
its boards, officers, agents, employees, assigns, and successors in interest, City
undertakes and agrees to defend, indemnify, and hold harmless LACMTA and any of its
boards, officers, agents, employees, assigns, and successors in interest from and
against all suits and causes of action, claims, losses, demands and expenses,
including, but not limited to, attorney's fees and cost of litigation, damage or liability of
any nature whatsoever, for death or injury to any person, including City's employees
and agents, or damage or destruction of any property of either party hereto or of third
parties, arising in any manner by reason of the negligent acts, errors or omissions by
City or its employees and agents in connection with its activities under this Agreement.
6.0 INCORPORATION OF EXHIBITS
The following Exhibits are hereby incorporated into and made a part of this Agreement
wherever referred to as though set forth in this Agreement at length, except where
certain portions of specific Exhibits have been deleted or superseded by other Sections
of this Agreement.
Exhibit A: The Project Alignment
Exhibit B: City’s Total Contribution - Description and Breakdown
Exhibit C: List of Designated Works for Section 5309 Funds and ARRA
Federal Section 5307 Funds
Exhibit D: City In-Kind Credit
Exhibit E: Project Parcel Map and Real-Estate Matrix
7.0 AMENDMENT TO AGREEMENT
This Agreement may only be modified, amended or otherwise changed in any manner
by a written amendment executed by both of the parties.
8.0 AUTHORIZED REPRESENTATIVES
The following individuals and their successors are designated by City and LACMTA as
the authorized representatives of the parties for implementation of this Agreement, and
all correspondence and notices relative hereto shall be considered delivered when
received by these individuals at the following addresses:
For the City: Art A. Ida
Transportation Director
4343 Duquesne Ave.
Culver City, CA 90232
For LACMTA: Arthur T. Leahy
Chief Executive Officer
Los Angeles County Metropolitan Transportation Authority
Page 7 of 160
14732242.7
8
One Gateway Plaza, 99-25-1
Los Angeles, CA 90012-2932
With a copy to:
Gladys Lowe
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza, 99-23-3
Los Angeles, CA 90012-2932
9.0 OTHER TERMS AND CONDITIONS
9.1 This Agreement (including all Exhibits attached hereto) constitutes the full and
complete understanding between the parties regarding the subject matter hereof and
supersedes all prior understandings with respect thereto.
9.2 This Agreement shall be governed by California law and applicable federal law.
If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in
full force without being impaired or invalidated in any way.
9.3 The terms of this Agreement shall inure to the benefit of, and shall be binding
upon, each of the parties and their respective successors and assigns.
9.4 This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which, together, shall constitute but one and the same
instrument.
9.5 Headings at the beginning of each paragraph and subparagraph are solely for
the convenience of the parties and are not a part of the Agreement.
9.6 This Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to sections are to this Agreement.
9.7 No waiver of any breach of any covenant or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision herein contained. No extension of time for performance of any
obligation or act shall be deemed an extension of the time for performance of any other
obligation or act.
[signatures on following page]
Page 8 of 160
[Signature Page]
14732242.7
Made and entered into as of the date first above written, this Agreement is hereby
executed.
CITY OF CULVER CITY
Dated:_______________ By: ______________________________
John Nachbar
City Manager
APPROVED AS TO FORM:
By: ______________________________
Carol Schwab
City Attorney
[signatures continue on following page]
Page 9 of 160
[Signature Page]
14732242.7
[signatures continued from previous page]
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY
Dated:_______________ By: ______________________________
Arthur T. Leahy
Chief Executive Officer
APPROVED AS TO FORM:
ANDREA SHERIDAN ORDIN
County Counsel
By:_________________________
JOYCE L. CHANG
Principal Deputy County Counsel
Page 10 of 160
14732242.7
EXHIBIT A
The Project Alignment
Page 11 of 160
14732242.7
EXHIBIT B
City’s Total Contribution - Description and Breakdown
Funding Source Funding Amount
ARRA Federal section 5307 transit Capital
Formula Allocation
$828,469
FTA 5309C Earmarks $1,146,600
Proposition 1B - Local Match to FTA
5309C
$286,650
Robertson Improvement Credit $213,180
City In Kind Credit $679,734
Cash Balance Amount $845,367
Total $4,000,000
Page 12 of 160
14732242.7
EXHIBIT C
List of Designated Works for Section 5309 Funds Under CA-04-0136 and ARRA
Federal Section 5307 Transit - Capital Formula Allocation Funds Under CA-96-
X042
Section 5309 Funds:
As approved by the Federal Transit Administration (FTA) under Grant CA-04-0136, the
activities eligible for funding will be consistent with the Documented Categorical
Exclusion (DCE) / Finding of No Significant Impact (FONSI) / Record of Decision (ROD)
issued on February 24, 2006.
These grant funds will be used for bus-related improvements including design and
construction of the multi-modal transit center and related improvements such as
landscaping, bus stop area street improvements, and pedestrian improvements.
Below is a sample list of eligible activities:
Westbound Washington Boulevard Improvements (Between National to
Landmark)
Construct bus pad (including construction work at Howard Industries)
Remove and replace trees
Reconstruct sidewalk pavement
Reconstruct curb and gutter
Widening roadway to accommodate the third travel lane (the taper at the bus
stop) to include bus movements
Relocate street lights
Traffic signal and signing/striping works at Washington/National
Bike Path
Multi-use path
Signing and striping
Lighting
Landscaping
Connections from multi-use path to cul-de-sacs
Utility (water and sewer) connections to Operator Facility and future Clean
Mobility Center
Operator Facility
Total Estimated Eligible Costs; $1,433,250
Page 13 of 160
14732242.7
ARRA Federal Section 5307 Transit - Capital Formula Allocation Funds:
The ARRA fund shall be used to pay for Bid Item Roll-up #190 – “Bar Reinforcing Steel
– Bridge” as listed in the C5 Work Package below.
Page 14 of 160
14732242.7
EXHIBIT D
City In-Kind Credit
STAFF TIME COSTS
ACTIVITIES Total
Estimated Hours
$5,429
September 10, 2003 Draft Final Basis of Design (approx. 34 pages/cursory review)
2004 Draft Grade Crossing Policy
May 6, 2005 Preliminary Engineering Drawings. Final Draft.
June 3, 2005 Preliminary Engineering Drawings Performance & Technical
Specifications
June 16, 2005 Preliminary Engineering Drawings La Brea to Venice, La Cienega
North Alternative (approx. 71 pages/detailed review)
December 22, 2005 Culver City Station Final Draft Plans (approx. 54 pages)
Documented Time Sheets
$40,877
November 20, 2006 30% Segment C Drawings (review 2 of 5 volumes - approx.
135 pages and Response to PE Comments 10 pages)
May 7, 2007 C4 Bridge Replacement Drawings & Technical Specifications,
Foundation & Drainage Reports
June 11, 2007 C1 & C2 60% - Utility Drawings & Corridor Improvements, and C4
Technical Specifications, Fixed Facilities & related reports.
September 7,2007 85% C4 Drawings & Additional Submittal 60% Drawings
October 6, 2007 C1 & C2 60% Utility & Volume 3 Corridor Improvements (approx.
26 pages / detailed review), Design Report and Noise and Vibration Technical
Memorandum.
November 2007 60% Submittal
November 27, 2007 Traffic Control Plan for C4 Ballona Creek Bridge Replacement
(3 pages/detailed review)
February 18, 2008 85% C1 & C2 Design Package Drawings & Reports
April 30, 2008 Seg. C2C Street Light Plan
May 15, 2008 C1 & C2 85% Volume 3 (12 pages/detailed review). Advanced
Partial Design.
July 3, 2008 30% C5 Drawings, Design Report, Response for Comments 60%
Drawings
Board staff support
Payroll Hours (FY2009-FY2010)
FY2008-2009 * $43,772
FY2009-2010 * $79,608
FY2010-2011 (Projected) * $88,391
FY2011-2012 (Projected) * $44,196
STAFF TIME GRANT TOTAL $302,275
Page 15 of 160
14732242.7
*Works include: Expo Coordination Meeting (Internal), Design Coordination Meeting (External),
Community meetings, All plan review meetings / Construction field meeting & investigations, and
Traffic Control Plans.
Note: This document does not reflect all the hours done by City staff because they did
not track their hours.
CONSULTANT COSTS (April 1, 2011)
The Nickerson Company (Current Amend. Contract $60,000 + Anticipated
additional $30,000 to complete project = $100,000)
$100,000
Bellur Devaraj $25,000
Rob Greene - Parsons Brinckerhoff America, Inc / URS $19,316
Psomas $10,000
Aztec $30,000
The Nickerson Company (Bike Path & Related Improvements Construction
Inspection) $15,000
CONSULTANT COSTS TOTAL $199,316
CITY PERMIT FEES WAIVED
PWD -Engineering Division Permit for Work in Public Right-of-Way - FFP $50
PWD -Engineering Division Permit for Work in Public Right-of-Way - BBII $50
PWD -Engineering Division Transportation Permits - FFP & BBII (Jan 09 to Jan 11 -
157 Permits) and (Estimate 2011 - 45 Permits)
$5,646
CCFD - Special Permit - Drum (2 - Oil Smell) Removal $520
CCFD - Suppression/Detection System Permit $2,205
CCFD - Fire Alarm Monitoring System Permit $1,672
CITY PERMIT FEES WAIVED TOTAL $10,143
MISCELLANEOUS PARKING/TRAVEL COSTS FOR MEETING ATTENDANCE
AT EXPO OFFICES
$1,000
EDISION UNDERGROUNDING - NATIONAL BL / EXPO RELATED $167,000
CITY IN KIND CREDIT (TOTAL OF ALL COSTS ABOVE) $679,734
Page 16 of 160
14732242.7
EXHIBIT E
Project Parcel Map and Real-Estate Matrix
[Project Parcel Map begins on following page]
Parcel Map Reference
Number and APN
Ownership Interest
Transferred / Rights
Conveyed
Transfer or Convey
From / To
FFP-152
APN: 4206-035-048
Fee A & E Trust to City
FFP-154
APN: 4205-020-900 and
4205-020-901
Fee LACMTA to City
FFP-156
APNs: 4312-031-900 and
4312-028-902
Surface and Subsurface
Easements
LACMTA to City
FFP-173
APN: 4132-028-902
Fee
LACMTA to City
FFP-158
APN: 4312-026-900 (portion)
Fee
City to LACMTA
FFP-160
APN: N/A
Fee
City to LACMTA
WE-611
APN: 4312-026-900 (portion)
Quitclaim (relinquishing
existing easement rights)
City to LACMTA
WE-676
APN: 4312-026-900 (portion)
Quitclaim (relinquishing
existing easement rights)
City to LACMTA
WE – 606 (Hull Pkg Lot)
APN: 4312-028-036
Fee Agency/City to City for
Roadway
FFP-163 (TOD)
APN: 4312-014-919
Fee Agency to City for
Roadway
FFP-155 (Fmr. Westbound
National R/W)
APN: N/A
Construction License
Agreement for Bike Path and
related improvements
City to Authority
FFP-178 Expo Transit
Parkway
APN; 4205-020-902;
4312-025-901; and,
4312-028-903 and 904
License Agreement for
Access and Maintenance of
Bike Path
LACMTA to City
WE-667 (Pending)
APN: 4312-026-017
License and Indemnity
Agreement (Street Use)
Private Property Owners
(Helms Ave.) to City
WE-615
APN: 4312-028-038
Fee – Completed and
Recorded
Legado/LACMTA to City
WE-668 Fee – Completed and Private Property Owners
Page 17 of 160
14732242.7
APN: 4312-028-036 Recorded (Helms Ave.) to City
Page 18 of 160
14732242.7
[Project Parcel Map to be attached]
Page 19 of 160Construction License Agreement
1 of 16
14481144.9
LICENSE AGREEMENT
FOR CONSTRUCTION OF TEMPORARY PARKING SPACES
THIS LICENSE AGREEMENT FOR CONSTRUCTION OF TEMPORARY PARKING
SPACES (“Agreement”) is entered into as of September [__], 2011 by and among the Exposition
Metro Line Construction Authority (“Authority”), the Culver City Redevelopment Agency
(“Agency”), and the City of Culver City (“City”), with reference to the following:
RECITALS
A. The Authority is a public entity created by the California State Legislature pursuant to
Public Utilities Code (“PUC”) section 132600 for the purpose of awarding and
overseeing final design and construction contracts for the completion of the Los Angeles
- Exposition light rail transit project from Metro Rail station at 7th and Flower streets in
the City of Los Angeles to the Downtown area of the City of Santa Monica (“EXPO LRT
Project”).
B. City is a municipal corporation created and empowered in accordance with its charter and
the constitution of the State of California.
C. Los Angeles County Metropolitan Transportation Authority (“LACMTA”) is a public
entity created by the California State Legislature pursuant to PUC sections 130050.2 et.
seq. for many purposes including, but not limited to, the design, construction, and
operation of rail and bus transit systems and other transportation facilities in Los Angeles
County.
D. Agency is a public body, corporate and politic, exercising governmental functions and
powers, and organized and existing under Chapter 2 of the Community Redevelopment
Law of the State of California, and, in conjunction with the City, is carrying out the
Culver City Redevelopment Project (the “Redevelopment Project”) in which a portion of
the EXPO LRT Project is to be located.
E. Phase 1 of the EXPO LRT Project is an approximately 9 mile light rail line extending
southward from Downtown Los Angeles to Exposition Park, and then westward along
Exposition Boulevard to Venice Boulevard/Robertson Boulevard, and traversing through
and ending at the aerial Culver City station.
F. City and Agency are in the process of carrying out the redevelopment of a portion of the
Redevelopment Project known as the “Washington National Project”. The Washington
National Project is anticipated to be partially located within the City-owned property
shown on Exhibit “A” attached hereto and incorporated herein by reference (collectively,
the “Triangle Property”).
Page 20 of 160Construction License Agreement
2 of 16
14481144.9
G. LACMTA, Agency, Authority and City entered into that certain Memorandum of
Understanding executed as of January 18, 2011 (“MOU”) which concerns the EXPO
Station and provides for the undertaking of certain expenditures and related commitments
to enhance the implementation of the respective projects of the parties to the MOU in a
manner consistent with the interests of such parties.
H. LACMTA, Agency, and City are concurrently entering into that certain License
Agreement for Use, Operation, Maintenance and Repair of Temporary Parking Spaces
(“Parking License Agreement”), dated as of even date herewith, which concerns the use,
operation, maintenance and repair of the “Temporary Spaces” and “Replacement
Parking” (as defined therein).
I. LACMTA, Agency, and City are concurrently entering into that certain Option
Agreement (“Option Agreement”), dated as of even date herewith, which concerns the
grant of an option to acquire an easement over the northerly 91 feet of the LACMTA-
owned 150-foot-wide parcel that is located between Venice Boulevard and Washington
Boulevard, as more fully described in the Option Agreement.
J. In furtherance of the MOU, Authority, Agency and City desire to enter into this
Agreement to provide Authority with a non-exclusive license to construct certain
temporary parking spaces on the Triangle Property, subject to all of the terms and
conditions of this Agreement. Authority, Agency and City are herein referred to
individually as a “Party” and collectively as the “Parties.”
NOW, THEREFORE, in consideration of the recitals set forth above, the covenants,
conditions and agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, City, Agency, and Authority, intending
to be legally bound, hereby agree as follows:
1. License for Construction of Temporary Parking Spaces; Definitions.
a. Effective upon the Effective Date, subject to all of the terms and conditions of this
Agreement, City hereby grants to Authority and its agents, employees and
contractors (each individually a “Licensee” and collectively the “Licensees”) a
non-exclusive temporary license to enter upon and across the Triangle Property
for the sole purpose of constructing up to six hundred (600) parking spaces as
shown on Exhibit “B”, which spaces shall initially constitute the Temporary
Spaces, within the Triangle Property, and for no other purpose.
b. Subject to and as discussed in Section 6.c below, City, the Agency and Authority
acknowledge and agree that this Agreement and the non-exclusive license granted
herein is subject to the rights granted pursuant to that certain Right of Entry and
Remediation Agreement entered into by and between the Agency and TWS
Products Inc. (“TWS”) dated as of May 4, 2009, and the Right of Entry entered
into in connection thereto by and between Agency and TWS dated as of May 4,
2009 (both agreements collectively, the “TWS Right of Entry”), true and correct
Page 21 of 160Construction License Agreement
3 of 16
14481144.9
copies of which are attached hereto as Exhibit “C”, and the Agency and City may
undertake certain remediation. The parties respective rights and obligations
respecting the license granted hereunder, and the TWS Right of Entry, and the
Agency’s and City’s potential remediation activities are discussed and addressed
in Section 6(c) below.
c. Definitions. As used in this Agreement the following terms shall have the
following meanings:
(1) “Effective Date” means that date set forth in the preamble to this
Agreement; provided that the grant of license herein shall have no
operative effect unless and until Authority has provided to Agency and
City proof of the insurance as required by Section 11 below.
(2) “EXPO Phase 2 Completion Date” means the date revenue operations
commence for the Phase 2 LRT EXPO Project from Venice/Robertson to
the station at which such Phase 2 actually terminates.
(3) “Hazardous Materials” means any substance, material or waste which is or
becomes regulated by the United States government, the State of
California, or any local or other governmental authority, including,
without limitation, any material, substance or waste which is (i) defined as
a “hazardous waste”, “acutely hazardous waste”, “restricted hazardous
waste”, or “extremely hazardous waste” under Sections 25115, 25117 or
25122.7, or listed pursuant to Section 25140 of the California Health and
Safety Code; (ii) defined as a “hazardous substance” under Section 25316
of the California Health and Safety Code; (iii) defined as a “hazardous
material”, “hazardous substance”, or “hazardous waste” under Section
25501 of the California Health and Safety Code; (iv) defined as a
“hazardous substance” under Section 25281 of the California Health and
Safety Code; (v) petroleum; (vi) asbestos; (vii) a polychlorinated biphenyl;
(viii) listed under Article 9 or defined as “hazardous” or “extremely
hazardous” pursuant to Article 11 of Title 22 of the California Code of
Regulations, Chapter 20; (ix) designated as a “hazardous substance”
pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317);
(x) defined as a “hazardous waste” pursuant to Section 1004 of the
Resource Conservation and Recovery Act (42 U.S.C. Section 6903); (xi)
defined as a “hazardous substance” pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act
(42 U.S.C. Section 9601); or (xii) any other substance, whether in the form
of a solid, liquid, gas or any other form whatsoever, which by any
governmental requirements either requires special handling in its use,
transportation, generation, collection, storage, treatment or disposal, or is
defined as “hazardous” or is harmful to the environment or capable of
posing a risk of injury to public health and safety.
Page 22 of 160Construction License Agreement
4 of 16
14481144.9
(4) “Ince Parking Garage” shall have the meaning given such term in the
Parking License Agreement.
(5) “Replacement Spaces” shall have the meaning given such term in the
Parking License Agreement.
(6) “Temporary Spaces” shall have the meaning given such term in the
Parking License Agreement.
2. Term. The grant of the Authority’s license upon and across the Triangle Property shall
be effective on the Effective Date as defined in Section 1.c.(1), above, and shall continue
in effect until the earliest to occur of the following:
a. The date LACMTA is required to vacate the Temporary Spaces and Triangle
Property pursuant to and in accordance with Section 2 of the Parking License
Agreement; or
b. The date which constitutes the “Effective Date” as defined in the Parking License
Agreement; or
c. The date the Option Agreement is terminated in accordance with the terms and
provisions of the Option Agreement.
Upon written request therefor by any Party following expiration or termination of this
Agreement, Authority, Agency and City shall promptly execute a termination agreement
or other duly executed documentation acknowledging the expiration or termination of
this Agreement.
3. Cost for Temporary Spaces. Authority shall be responsible, at its own cost and expense,
for the design, development, installation and construction of the Temporary Spaces.
Authority shall design, develop, install and construct the Temporary Spaces in
accordance with all of the terms and conditions of this Agreement, including, without
limitation, Exhibit “B”, Exhibit “F” and Exhibit “G”.
4. No Relocation Benefits. Without limiting any of Agency or City’s obligations under this
Agreement, Authority acknowledges and agrees that neither it nor any Licensee shall be
entitled to any relocation benefits or payments arising out of its vacation of any
temporary parking spaces within the Washington National Project or the expiration or
termination of this Agreement. Authority knowingly, voluntarily and intelligently waives
for itself and all Licensees any such benefits or payments. Nothing in this Section
reduces or modifies the Agency and City obligations to provide the Temporary Spaces or
the EXPO Spaces.
5. No Transfer of Real Property Interest in Triangle Property. Nothing in this Agreement
shall be interpreted as, or otherwise deemed to be, a transfer or conveyance of any real
property interest whatsoever between Agency and/or City and Authority. The parties
acknowledge and agree that nothing in this Agreement shall be interpreted as an
Page 23 of 160Construction License Agreement
5 of 16
14481144.9
agreement for the lease of the Triangle Property by Authority. Any agreement for the use
of the Triangle Property for any purpose(s) other than the purpose set forth in this
Agreement (including, without limitation, the right to use, maintain, repair, replace and/or
operate the Temporary Spaces, which is addressed in the Parking License Agreement)
must be the subject of a separate written agreement between the parties.
6. Temporary Spaces and Work on the Triangle Property.
a. The Authority shall design, develop, install and construct the Temporary Spaces,
or cause the Temporary Spaces to be designed, developed, installed and
constructed, as shown on that certain Temporary Parking Plan, as annotated,
attached hereto as Exhibit “B” and incorporated herein by reference and in
accordance with and pursuant to the scope of work and schedule of performance
attached hereto as Exhibit “E” and Exhibit “F”, respectively, and incorporated
herein by reference.
b. Authority and each Licensee shall perform all work on the Triangle Property
(“Work”) in a safe and workmanlike manner and in full compliance with all
applicable statutes, laws, rules, regulations and orders (collectively, “Applicable
Laws”), including, without limitation, such statutes, laws, rules, regulations and
orders relating to Hazardous Materials, workers’ compensation, and workplace
safety. Authority shall, at its sole cost and expense, take all necessary action
required to assure that all Work complies with Applicable Laws, including
obtaining, maintaining and complying with any necessary governmental permits
or approvals.
c. Authority, Agency and City each acknowledges its understanding that the
Triangle Property requires environmental remediation as required by the Los
Angeles Regional Water Quality Control Board (“LARWQCB”). The parties
acknowledge that TWS is the former owner of one of the properties that comprise
the Triangle Property, Alpha Environmental (“Alpha”) is TWS’s environmental
consultant, and it is currently anticipated that Alpha will perform certain
environmental remediation on the Triangle Property pursuant to LARWQB
requirements, but it is possible that Alpha may not commence or complete the
environmental remediation and, in that event, the Agency or City or their
respective agents, employees and/or consultants may perform the environmental
remediation. In connection with such anticipated remediation by Alpha, City,
Agency or their respective agents, employees and/or consultants, each of
Authority, City and Agency hereby acknowledges that (i) Alpha has not been
engaged as an employee, consultant or agent of Agency or City; (ii) the
anticipated environmental remediation of the Triangle Property requires that
certain testing facilities and equipment be located on the Triangle Property
throughout the remediation, and the entity(ies) performing the environmental
remediation will require reasonable access to the testing facilities and equipment
from time to time as needed throughout the remediation; (iii) testing facilities and
equipment are comprised of six (6) on-site monitoring well locations in the areas
Page 24 of 160Construction License Agreement
6 of 16
14481144.9
depicted on Exhibit “D” attached hereto and incorporated herein by reference; (iv)
it is currently anticipated the remediation will require an approximate 12’x12’
vapor extraction equipment area; (v) the approximate anticipated location for the
12’x12” vapor extraction equipment area is also depicted on Exhibit “D”, which
is the Temporary Parking Plan with an overlay depicting the existing six (6) on-
site monitoring well locations and the approximate anticipated location of the
12’x12” vapor extraction equipment area; (vi) the persons and entity(ies)
performing the environmental remediation are expected to require reasonable
access to the Triangle Property as generally described in Exhibit “E” attached
hereto and incorporated herein by reference; (vii) it is currently anticipated that
two additional on-site monitoring well locations will be installed on the Triangle
Property as discussed in Exhibit “E” and that during the trenching and
construction/installation phase of remedial action the entity(ies) performing the
environmental remediation will need to trench and install a dual phase extraction
(“DPE”) system in a location on the Triangle Property to be reasonably
determined and pipes related to the DPE will be installed underground connecting
the monitoring well locations to the DPE unit; (viii) Exhibit “D” and Exhibit “E”
each provide a general depiction and a general description, respectively, of
anticipated remediation activities, and one or both may need to be reasonably
modified from time to time during the remediation of the Triangle Property,
provided that any modification that materially and adversely impact’s Authority
or the Work shall not have any force or effect as to Authority without its prior
written consent, which shall not be unreasonably withheld; (ix) City and Agency,
working with TWS and Alpha, and Authority, working with its Licensees, shall
each jointly coordinate site access and construction activities and the planned
remediation to minimize disruption of each other respecting activities on the
Triangle Property. Any amendments or modifications to the TWS Right of Entry
that materially and adversely impact Authority shall not have any force or effect
as to Authority without its prior written consent, which shall not be unreasonably
withheld. Authority and its Licensees shall exercise reasonable efforts to
coordinate all grading, construction and other Work on the Triangle Property so
as to minimize disruption to the remediation of the Triangle Property (including,
without limitation, the testing facilities and equipment and access to the testing
facilities and equipment). Neither Authority nor any of its Licensees shall in any
way disturb, damage or destroy any testing facilities or equipment, including,
without limitation, the well heads of the on-site monitoring well locations, the
12’x12” vapor extraction equipment area, or the DPE unit and related
underground pipes (in each case to the extent that the City and Agency accurately
identify their location within the limits of the Triangle Property), and each Party
shall be responsible, at its cost and expense, to repair and/or restore any damage
or destruction, caused by or on behalf of such Party, to any other Party’s property,
equipment or improvements on the Triangle Property, including damage or
destruction to any testing facilities or equipment such as the well heads of the on-
site monitoring well locations, the 12’x12” vapor extraction equipment area, or
the DPE unit and related underground pipes (in each case to the extent that the
City and Agency accurately identify their location within the limits of the
Page 25 of 160Construction License Agreement
7 of 16
14481144.9
Triangle Property). City and Agency shall exercise commercially reasonable
efforts to ensure that Alpha and TWS maintain and operate any testing facilities
or equipment in accordance with Applicable Laws.
7. Contractors/Subcontractors/Consultants. No contractual, legal or other relationship shall
be created between or among Agency and/or City and any Licensee or any contractor,
subcontractor or consultant engaged by Authority or any Licensee. This Agreement shall
not create any obligation on the part of Agency or City to pay or to see that the payment
of any sum is made to any Licensee or any contractor, subcontractor or consultant
engaged by Authority or any Licensee.
8. Liens. Authority hereby agrees that no mechanic’s or materialmen’s or other liens or
encumbrances shall be filed or remain in effect against any portion of or interest in the
Triangle Property as a result of the Authority’s or any Licensee’s act or omission. In the
event any such liens or encumbrances described above are filed against any portion of or
interest in the Triangle Property, the Authority shall promptly perform any actions and
make any payments that may be required to release or bond over any such liens or
encumbrances not later than sixty (60) days after such filing.
9. Environmental Provisions Relating to LACMTA Parcel, Easement Area, and Triangle
Property.
a. Agency, City and Authority each hereby agrees that the Triangle Property
requires environmental remediation as required by the LARWQCB, and that such
required remediation and any underlying presence of Hazardous Materials on or
about the Triangle Property are not the responsibility of the Authority. Subject to
the foregoing, to the extent required by Applicable Law, Authority agrees that
Authority shall be responsible, at its sole cost and expense, for remediating,
disposing of, and/or removing any Hazardous Materials stored, disposed of or
released on, in, or under the Triangle Property directly by Authority or any of its
officials, employees, contractors, subcontractors, agents, or consultants or caused
by Authority’s or any of its officials, employees, contractors, subcontractors,
agents, or consultants use of or operations on the Triangle Property. Authority
agrees that Authority shall be responsible, at its sole cost and expense, for
repairing and restoring any damage to the Triangle Property to the extent such
damage is caused by any such remediation, disposal and/or removal for which the
Authority is responsible under this Section 9(a). Authority agrees that Authority’s
remediation, removal and/or disposal pursuant to this Section 9(a), if any, shall be
completed pursuant to Applicable Law.
b. Authority shall indemnify, protect, defend and hold harmless the Agency and City
and their respective officers, employees, contractors and agents, with counsel
reasonably acceptable to Agency and City, from and against any and all loss,
liability, damage, claim, cost and expense (including reasonable attorneys’ fees,
court and litigation costs and fees of expert witnesses) resulting or arising from
the existence, release, presence or disposal on, in, under, about or adjacent to the
Page 26 of 160Construction License Agreement
8 of 16
14481144.9
Triangle Property to the extent caused directly by Authority or any of its officials,
employees, contractors, subcontractors, agents, or consultants or caused by
Authority’s or any of its officials, employees, contractors, subcontractors, agents,
or consultants use of or operations on the Triangle Property.
c. Nothing in this Agreement shall release or discharge Authority from ownership
responsibilities relating to Hazardous Materials under applicable local, state, and
federal laws, rules, orders or regulations.
d. The provisions of this Section 9 (including, without limitation, the
indemnification set forth herein) shall survive the expiration or termination of this
Agreement.
10. Indemnification.
a. By Authority. Authority agrees to defend, indemnify, protect, and hold Agency
and City and all of their respective officers, agents, and employees harmless from
any and all actions, suits, proceedings, liability, loss, expense (including all
expenses of investigation and defending against same), and all claims for injury or
damages to any person, arising out of the Authority’s performance of this
Agreement, but only in proportion to and to the extent such actions, suits,
proceedings, liability, loss, expense or claims for injury or damages are caused by,
or result from, the negligent or intentional acts or omissions of Authority, its
officers, agents, or employees.
b. By Agency. Agency agrees to defend, indemnify, protect, and hold Authority and
all of its officers, agents, and employees harmless from any and all actions, suits,
proceedings, liability, loss, expense (including all expenses of investigation and
defending against same), and all claims for injury or damages to any person,
arising out of the Agency’s performance of this Agreement, but only in proportion
to and to the extent such actions, suits, proceedings, liability, loss, expense or
claims for injury or damages are caused by, or result from, the negligent or
intentional acts or omissions of Agency, its officers, agents, or employees.
c. By City. City agrees to defend, indemnify, protect, and hold Authority and all of
its officers, agents, and employees harmless from any and all actions, suits,
proceedings, liability, loss, expense (including all expenses of investigation and
defending against same), and all claims for injury or damages to any person,
arising out of the City’s performance of this Agreement, but only in proportion to
and to the extent such actions, suits, proceedings, liability, loss, expense or claims
for injury or damages are caused by, or result from, the negligent or intentional
acts or omissions of City, its officers, agents, or employees.
11. Insurance.
a. Authority shall obtain, at its sole cost and expense, and keep in full force and
Page 27 of 160Construction License Agreement
9 of 16
14481144.9
effect, during the term of this Agreement, and in the form acceptable to Agency
and City, in their respective sole discretion, the following insurance policies:
(1) Public liability insurance, to protect against loss from liability imposed by
law for damages on account of personal injury, including death, suffered
or alleged to be suffered by any person or persons on or about the Triangle
Property in connection with Authority’s or any Licensee’s use of the
Triangle Property, resulting directly or indirectly from any acts or
activities of Authority or any Licensee, or any person acting for Authority
or any Licensee, or under Authority’s or any Licensee’s control or
direction, and also to protect against loss from liability imposed by law for
damages to any property of any person occurring on or about the Triangle
Property in connection with Authority’s or any Licensee’s use of the
Triangle Property, resulting directly or indirectly from any acts or
activities of Authority or any Licensee, or any person acting for Authority
or any Licensee, or under Authority’s or any Licensee’s control or
direction. Such property damage and personal injury insurance shall also
provide for and protect Agency and City against incurring any legal cost in
defending claims for alleged loss. Such personal injury and property
damage insurance shall be maintained in full force and effect in the
following amounts: commercial general liability in a General Aggregate
amount of not less than Two Million Dollars ($2,000,000) and not less
than One Million Dollars ($1,000,000) Each Occurrence.
(2) Automobile Insurance maintained in full force and effect in an amount of
not less than Two Million Dollars ($2,000,000) per accident; and
(3) Workers’ Compensation Insurance in an amount and form sufficient to
meet all applicable governmental requirements.
b. Authority shall cause the contractor(s) responsible for the construction of the
applicable portion of the EXPO LRT Project to obtain, at its sole cost and
expense, and keep in full force and effect, during the term of this Agreement, and
in the form acceptable to Agency and City, in their respective sole discretion, the
following insurance policies:
(1) Public liability insurance, to protect against loss from liability imposed by
law for damages on account of personal injury, including death, suffered
or alleged to be suffered by any person or persons on or about the Triangle
Property in connection with Authority’s construction or use of the
Triangle Property, resulting directly or indirectly from any acts or
activities of Authority, or any person acting for Authority, or under its
respective control or direction, and also to protect against loss from
liability imposed by law for damages to any property of any person
occurring on or about the Triangle Property in connection with Authority’s
construction or use of the Triangle Property caused directly or indirectly
Page 28 of 160Construction License Agreement
10 of 16
14481144.9
by or from acts or activities of Authority, or any person acting for
Authority, or under its control or direction. Such property damage and
personal injury insurance shall also provide for and protect Agency and
City against incurring any legal cost in defending claims for alleged loss.
Such personal injury and property damage insurance shall be maintained
in full force and effect in the following amounts: commercial general
liability in a General Aggregate amount of not less than Four Million
Dollars ($4,000,000) and not less than Two Million Dollars ($2,000,000)
Each Occurrence.
(2) Automobile Insurance maintained in full force and effect in an amount of
not less than Two Million Dollars ($2,000,000) per accident; and
(3) Workers' Compensation Insurance in an amount and form sufficient to
meet all applicable governmental requirements.
c. Agency, City and their respective elected officials, officers, employees,
contractors, agents and attorneys shall be named as the “Certificate Holder” and
as additional insureds for each insurance policy required herein. Each such policy
shall contain a provision that: (i) for all claims, accidents, injuries and damages
occurring in or about the Triangle Property, such insurance provides primary
coverage without contribution from any other insurance carried by or for the
benefit of Agency or City, (b) the policy shall not be canceled and the amount
thereof shall not be reduced unless thirty (30) days’ written notice shall have been
given to Agency and City by certified mail, return receipt requested, which notice
shall contain the policy number and the names of the insured and additional
insureds, except that the policy shall not be canceled for non-payment of
premiums unless ten (10) days’ written notice shall have been given to Agency
and City in the manner set forth herein. All insurance required to be carried
pursuant to the terms of this Agreement shall be effected under valid and
enforceable policies issued by reputable and independent insurers licensed in the
State of California with a current A.M. Best’s rating of no less than A:VII.
d. Authority and its contractor(s) shall deliver to Agency and City appropriate
certificates of insurance evidencing the insurance required to be carried pursuant
to this Agreement prior to the Effective Date of this Agreement.
12. Default. Failure to perform any term or provision of this Agreement constitutes a default
under this Agreement. In the event of such failure, the non-defaulting Party shall give
written notice of default to the defaulting Party, specifying the default complained of.
The defaulting Party shall cure, correct or remedy such failure or delay within thirty (30)
days after receipt of such written notice of default. If such default cannot with the
exercise of due diligence be cured within such thirty (30) days, such thirty (30) day
period shall be extended for such additional time as may be required to cure the default
with due diligence. Notwithstanding the foregoing, if the Non-Defaulting Party notifies
the Defaulting Party that such default is an urgent matter relating to public health and
Page 29 of 160Construction License Agreement
11 of 16
14481144.9
safety, and such matter is an urgent matter relating to public health and safety, rather than
the notice period set forth in the preceding sentence, the notice period shall be forty-eight
(48) hours following receipt of the notice. Failure or delay in giving such notice of
default shall not constitute a waiver of any default. Delays by any Party in asserting any
of its rights and remedies shall not deprive any Party of its right to institute and maintain
any actions or proceedings which it may deem necessary to protect, assert or enforce any
such rights or remedies.
13. Remedies. If the defaulting Party fails to cure the default, after the receipt of written
notice and subject to expiration of any applicable cure period provided herein, then the
non-defaulting Party may proceed at law or in equity to cure the default and to recover
damages therefor, or to obtain any other remedy consistent with the purpose of this
Agreement; provided, however, that the parties agree that termination of this Agreement
shall not be available as a remedy for any default under this Agreement. The defaulting
Party shall be liable to the non-defaulting Party for any damages caused by such default.
Such legal actions must be instituted in the Superior Court of the County of Los Angeles,
State of California, in an appropriate Municipal Court in that County, or in the Federal
District Court in the Central District of California.
The rights and remedies of the Parties are cumulative, and the exercise by any Party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same
time or different times, of any other rights or remedies for the same default or any other
default by the other Party.
14. Construction Staging Right of Entry. The Agency and Authority hereby acknowledge
and agree that the certain Right of Entry Agreement by and between the Agency and the
Authority dated as of August 10, 2009, providing certain rights for Authority for
construction staging on the Triangle Property, has remained in full force and effect up
and until the Effective Date hereunder, at which point it expired and was of no further
force or effect.
15. General Provisions.
a. Notices. All notices under this Agreement shall be sufficiently given if delivered
or mailed by registered or certified mail, postage prepaid and return receipt
requested, or by nationally recognized overnight courier service, and addressed as
follows:
To City:
City Manager
City of Culver City
9770 Culver Boulevard
Culver City, CA 90230-0507
Facsimile No.: (310) 253-6010
Page 30 of 160Construction License Agreement
12 of 16
14481144.9
With a copy to:
Public Works Director/City Engineer
City of Culver City
9770 Culver Boulevard
Culver City, CA 90230-0507
Facsimile No.: (310) 253-5626
and
Transportation Director
City of Culver City
4343 Duquesne Avenue
Culver City, CA 90230-0507
Facsimile No.: (310) 253-6513
To Agency:
Assistant Executive Director
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, CA 90230
Facsimile No.: (310) 253-5779
To Authority:
Chief Executive Officer
Exposition Metro Line Construction Authority
707 Wilshire Blvd., Suite 3400
Los Angeles, CA 90017
Facsimile No.: (213) 243-5552
With a copy to:
Chief Project Officer
Exposition Metro Line Construction Authority
707 Wilshire Blvd., Suite 3400
Los Angeles, CA 90017
Facsimile No.: (213) 243-5552
Any notice or demand required shall be given (1) personally, (2) by certified or
registered mail, postage prepaid, return-receipt requested, (3) by confirmed fax, or
(4) by reliable messenger or overnight courier to the address of the respective
parties set forth above. Any notice served personally shall be deemed delivered
upon receipt, served by facsimile transmission shall be deemed delivered on the
date of receipt as shown on the received facsimile if during regular business hours
and if not, the next business day, and served by certified or registered mail or by
Page 31 of 160Construction License Agreement
13 of 16
14481144.9
reliable messenger or overnight courier shall be deemed delivered on the date of
receipt as shown on the addressee’s registry or certification of receipt or on the
date receipt is refused as shown on the records or manifest of the U.S. Postal
Service or such courier, or five (5) working days after deposit in the United States
mail in Los Angeles County. Each Party may from time to time designate any
other address or addressee or additional addressees for this purpose by written
notice to the other Party.
The parties may also designate other procedures for the giving of notice as
required or permitted under the terms of this Agreement, but each alternate
procedure shall be described in a writing signed by the parties hereto.
b. Continuing Documents. Except to the extent expressly set forth herein, nothing in
this Agreement shall be deemed to amend or modify in any manner any
documents in effect on the date of this Agreement with respect to the subject
matter herein or otherwise, all of which shall remain in full force and effect,
provided that this Agreement and the documents executed in connection herewith
shall be deemed to supersede and replace the MOU in all respects. This
Agreement supersedes all prior oral discussions between the parties with respect
to the subject matter of this Agreement.
c. Modification. This Agreement may not be modified, amended or otherwise
changed in any manner, except by a prior written amendment executed by the
parties, or their respective successors in interest.
d. Section Headings. The section headings contained in this Agreement are for
convenience and identification only and shall not be deemed to limit or define the
contents to which they relate.
e. Waiver. No waiver of any provision of this Agreement shall be effective unless in
writing and signed by a duly authorized representative of the Party against whom
enforcement of a waiver is sought. No waiver of any provision of this Agreement
shall be deemed or shall constitute a waiver of any other provision.
f. Construction. It is expressly understood by the parties that the language of this
Agreement was jointly prepared and shall therefore not be construed for or against
any Party.
g. Successors and Assigns. This Agreement shall be binding on and shall inure to
the benefit of the parties and their respective legal representatives, successors and
assigns.
h. Governing Law. This Agreement is entered into in the State of California and
shall be construed and interpreted in accordance with its internal laws without
reference to choice of law or conflict of law provisions.
Page 32 of 160Construction License Agreement
14 of 16
14481144.9
i. Date of Agreement. The date of this Agreement shall be the date set forth in the
preamble to this Agreement.
j. Assignment. Neither Agency nor City shall assign any of their respective rights
or obligations under this Agreement, except that Agency and City shall each have
the right from time to time to assign in whole or in part any or all of its respective
rights under this Agreement to any public and/or private persons or entities as
deemed by the Agency or City, as applicable, to be necessary or desirable in order
to implement the Redevelopment Project, provided however that the Agency or
City, as applicable, receives Authority’s prior written approval for any such
assignment, which approval shall be provided using reasonable commercial
standards, such as credit worthiness and experience in the field and which
approval shall not be unreasonably conditioned, withheld, or delayed. Authority’s
consent to any such assignment shall not relieve such assignee of the obligation to
obtain Authority’s consent to each subsequent assignment, and any assignment
shall be subject to the assignee assuming all of the assignor’s obligations under
this Agreement.
k. Time of Essence. Time is expressly made of the essence with respect to the
performance by each Party of each and every obligation and condition of this
Agreement.
l. Counterparts. This Agreement may be signed in multiple counterparts which,
when signed by all parties, shall constitute a binding Agreement.
m. Exhibits Incorporated by Reference. All exhibits attached to this Agreement are
incorporated into this Agreement by reference.
n. Further Actions. Each Party agrees to sign such other and further instruments and
documents and take such other and further actions as may be reasonably
necessary or proper in order to accomplish the intent of this Agreement.
o. Partial Invalidity. If any term or provision or portion thereof of this Agreement or
the application thereof to any person, entity, or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision or portion thereof to persons or entities or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each such term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
[remainder of page left intentionally blank]
[signatures on following pages]
Page 33 of 160Construction License Agreement
15 of 16
14481144.9
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the dates indicated below:
EXPOSITION METRO LINE CONSTRUCTION
AUTHORITY
By: ________________________________________________________
Richard Thorpe Date:____________________
Chief Executive Officer
[remainder of page left intentionally blank]
[signatures on following page]
Page 34 of 160Construction License Agreement
16 of 16
14481144.9
CULVER CITY REDEVELOPMENT AGENCY
By: ______________________________________________
John Nachbar Date:___________________
Executive Director
APPROVED AS TO FORM:
By: _____________________________________
Murray O. Kane
Kane Ballmer & Berkman
Agency General Counsel
CITY OF CULVER CITY
By: ______________________________________________
John Nachbar Date:___________________
City Manager
APPROVED AS TO FORM:
By: _____________________________________
Carol A. Schwab
City Attorney
Page 35 of 160Construction License Agreement
14481144.9
EXHIBIT A
TRIANGLE PROPERTY MAP
[behind this page]
Page 36 of 160Construction License Agreement
14481144.9
EXHIBIT B
TEMPORARY PARKING PLAN
[behind this page]
Page 37 of 160Construction License Agreement
14481144.9
EXHIBIT C
TWS RIGHT OF ENTRY
[behind this page]
Page 38 of 160Construction License Agreement
14481144.9
EXHIBIT D
TEMPORARY PARKING PLAN WITH OVERLAY SHOWING GENERAL DEPICTION OF
SITES OF TESTING FACILITIES AND EQUIPMENT
[behind this page]
Page 39 of 160Construction License Agreement
14481144.9
EXHIBIT E
GENERAL DESCRIPTION OF ACCESS REQUIREMENTS
[behind this page]
Page 40 of 160Construction License Agreement
14481144.9
EXHIBIT F
SCOPE OF WORK
PARKING SPACES: There will be a total of 588 parking spaces including 8 motorcycle spaces
and 7 shared vehicle/alternative fuel spaces.
PARKING AREA: The finished surface for this temporary lot (with a design life of 5 years) will
be Envirotac II mixed with existing subgrade or CMB subbase, depending on the suitability of
the existing subgrade soil. All delineation of the lot shall be striped only; there will be no curb
and gutter. Wheel stops will be placed at the perimeter parking stalls as shown on Exhibit B.
The parking area will drain in the easterly direction; all surface water will be directed to area
drains within the lot that are connected to an underground storm drain system that will be tied to
the City’s storm drain in National Blvd.
LIGHTING: Lighting meeting IES standards will be provided. All wires will be in underground
conduit.
LANDSCAPING & IRRIGATION: There will be no landscaping and irrigation in the
temporary parking lot. Culver City Station Plaza (that portion of Metro property that will be
retained by only Metro) will have areas of landscaping that will be permanently irrigated and
maintained by Metro.
SECURITY: Underground conduits from the Culver City Station Electrical Room will be
provided to support future Metro installation of Closed Circuit Television (CCTV) cameras on
the lighting poles.
FENCING: The parking lot will not have a continual fence around the parking lot. Fence will
be provided along the west edge of the lot (along the City of Los Angeles/City of Culver City
property line) to separate the Metro parking lot from the existing operating business fronting
Venice Blvd.
Page 41 of 160
14481144.9
EXHIBIT G
SCHEDULE OF PERFORMANCE
Anticipated Commencement of Construction: September [__], 2011
Anticipated Completion Date: March 15, 2012
Notwithstanding anything to the contrary in this Agreement, the foregoing are intended to
provide only general estimates of anticipated start and completion dates, and such dates may be
modified by Authority at any time and in no event shall any failure to commence or complete
construction on such dates be deemed to be in any way a default under this Agreement.
Page 42 of 160
Parking License Agreement
1 of 18
14481249.6
LICENSE AGREEMENT
FOR USE, OPERATION, MAINTENANCE AND REPAIR
OF TEMPORARY PARKING SPACES
THIS LICENSE AGREEMENT FOR USE, OPERATION, MAINTENANCE AND
REPAIR OF TEMPORARY PARKING SPACES (“Agreement”) is entered into as of September
[___], 2011 by and among the Los Angeles County Metropolitan Transportation Authority
(“LACMTA”), the Culver City Redevelopment Agency (“Agency”), and the City of Culver City
(“City”), with reference to the following:
RECITALS
A. Exposition Metro Line Construction Authority (“Authority”) is a public entity created by
the California State Legislature pursuant to Public Utilities Code (“PUC”) section 132600
for the purpose of awarding and overseeing final design and construction contracts for the
completion of the Los Angeles - Exposition light rail transit project from Metro Rail
station at 7th and Flower streets in the City of Los Angeles to the Downtown area of the
City of Santa Monica (“EXPO LRT Project”).
B. City is a municipal corporation created and empowered in accordance with its charter and
the constitution of the State of California.
C. LACMTA is a public entity created by the California State Legislature pursuant to PUC
sections 130050.2 et. seq. for many purposes including, but not limited to, the design,
construction, and operation of rail and bus transit systems and other transportation
facilities in Los Angeles County.
D. Agency is a public body, corporate and politic, exercising governmental functions and
powers, and organized and existing under Chapter 2 of the Community Redevelopment
Law of the State of California, and, in conjunction with the City, is carrying out the
Culver City Redevelopment Project (the “Redevelopment Project”) in which a portion of
the EXPO LRT Project is to be located.
E. Phase 1 of the EXPO LRT Project is an approximately 9 mile light rail line extending
southward from Downtown Los Angeles to Exposition Park, and then westward along
Exposition Boulevard to Venice Boulevard/Robertson Boulevard, and traversing through
and ending at the aerial Culver City station.
F. City and Agency are in the process of carrying out the redevelopment of a portion of the
Redevelopment Project known as the “Washington National Project”. The Washington
National Project is anticipated to be partially located within the City-owned property
shown on Exhibit “A” attached hereto and incorporated herein by reference (collectively,
the “Triangle Property”).
Page 43 of 160
Parking License Agreement
2 of 18
14481249.6
G. LACMTA, Agency, Authority and City entered into that certain Memorandum of
Understanding executed as of January 18, 2011 (“MOU”) which concerns the EXPO
Station and provides for the undertaking of certain expenditures and related commitments
to enhance the implementation of the respective projects of the parties to the MOU in a
manner consistent with the interests of such parties.
H. LACMTA, Agency, and City are concurrently entering into that certain License
Agreement for Construction of Temporary Parking Spaces (“Construction License
Agreement”), dated as of even date herewith, which concerns the construction of certain
temporary parking spaces on the Triangle Property.
I. LACMTA, Agency, and City are concurrently entering into that certain Option
Agreement (“Option Agreement”), dated as of even date herewith, which concerns the
grant of an option to acquire an easement over the northerly 91 feet of the LACMTA-
owned 150-foot-wide parcel that is located between Venice Boulevard and Washington
Boulevard, as more fully described in the Option Agreement.
J. In furtherance of the MOU, LACMTA, Agency and City desire to enter into this
Agreement to provide LACMTA with a non-exclusive license to use, operate, maintain,
and repair the temporary parking spaces on the Triangle Property, which are to be
constructed pursuant to the Construction License Agreement, subject to all of the terms
and conditions of this Agreement. LACMTA, Agency and City are herein referred to
individually as a “Party” and collectively as the “Parties.”
NOW, THEREFORE, in consideration of the recitals set forth above, the covenants,
conditions and agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, City, Agency, and LACMTA,
intending to be legally bound, hereby agree as follows:
1. License for Use, Operation, Maintenance and Repair; Definitions.
a. Effective upon the Effective Date, subject to all of the terms and conditions of this
Agreement, including, without limitation, subsections e. and f. below and Section
7 below, City hereby grants (i) to LACMTA and its agents, employees and
contractors (individually a “Licensee” and collectively the “Licensees”) a non-
exclusive license upon and across the Triangle Property for the purpose of using,
operating, maintaining and repairing a surface parking lot for the hereinafter
defined Temporary Spaces and for no other purpose; and (ii) to the Permittees a
non-exclusive license upon and across the Triangle Property for the purpose of
using the surface parking lot for parking in the Temporary Parking Spaces for the
Culver City EXPO LRT station only and for no other purpose. The rights granted
herein include ingress and egress to and from the Temporary Spaces for the
purposes set forth herein and for no other purpose.
b. Definitions. As used in this Agreement the following terms shall have the
Page 44 of 160
Parking License Agreement
3 of 18
14481249.6
following meanings:
(i) “Effective Date” means the date on which all of the following have
occurred: (A) each of the parties hereto has executed this Agreement; (B)
construction of the Temporary Spaces has been completed in accordance
with the Construction License Agreement; and (C) LACMTA has
provided to Agency and City proof of the insurance as required by Section
12 below.
(ii) “EXPO Phase 1 Completion Date” means the date revenue operations
commence for Phase 1 of the EXPO LRT Project.
(iii) “EXPO Phase 2 Completion Date” means the date revenue operations
commence for the Phase 2 LRT EXPO Project from Venice/Robertson to
the station at which such Phase 2 actually terminates.
(iv) “Hazardous Materials” means any substance, material or waste which is or
becomes regulated by the United States government, the State of
California, or any local or other governmental authority, including,
without limitation, any material, substance or waste which is (i) defined as
a “hazardous waste”, “acutely hazardous waste”, “restricted hazardous
waste”, or “extremely hazardous waste” under Sections 25115, 25117 or
25122.7, or listed pursuant to Section 25140 of the California Health and
Safety Code; (ii) defined as a “hazardous substance” under Section 25316
of the California Health and Safety Code; (iii) defined as a “hazardous
material”, “hazardous substance”, or “hazardous waste” under Section
25501 of the California Health and Safety Code; (iv) defined as a
“hazardous substance” under Section 25281 of the California Health and
Safety Code; (v) petroleum; (vi) asbestos; (vii) a polychlorinated biphenyl;
(viii) listed under Article 9 or defined as “hazardous” or “extremely
hazardous” pursuant to Article 11 of Title 22 of the California Code of
Regulations, Chapter 20; (ix) designated as a “hazardous substance”
pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317);
(x) defined as a “hazardous waste” pursuant to Section 1004 of the
Resource Conservation and Recovery Act (42 U.S.C. Section 6903); (xi)
defined as a “hazardous substance” pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act
(42 U.S.C. Section 9601); or (xii) any other substance, whether in the form
of a solid, liquid, gas or any other form whatsoever, which by any
governmental requirements either requires special handling in its use,
transportation, generation, collection, storage, treatment or disposal, or is
defined as “hazardous” or is harmful to the environment or capable of
posing a risk of injury to public health and safety.
(v) “Ince Parking Garage” means the Ince Boulevard Public Parking Garage
at 9099 Ince Boulevard in Culver City.
Page 45 of 160
Parking License Agreement
4 of 18
14481249.6
(vi) “Permittees” collectively means users of the Culver City EXPO LRT
station.
(vii) “Replacement Spaces” means no less than two hundred thirty-five (235)
unreserved parking spaces made available to LACMTA at no cost in the
Ince Parking Garage as set forth in this Agreement.
(viii) “Temporary Spaces” means temporary surface parking spaces which may
be constructed by the Authority on the Triangle Property pursuant to the
Construction License Agreement in a number equal to one of the
following (the parties acknowledge and agree that the number of
Temporary Spaces will change from time to time as set forth below):
(A) Until the EXPO Phase 2 Completion Date, “Temporary Spaces”
shall mean six hundred (600) parking spaces, provided however
that LACMTA shall perform a parking survey during the third year
of revenue operations of EXPO Phase 1 and based on such parking
survey, LACMTA may, at its sole and absolute discretion, elect to
reduce its use of the “Temporary Spaces” to less than six hundred
(600) prior to the EXPO Phase 2 Completion Date, in which event
“Temporary Spaces” shall mean such reduced number of parking
spaces during any period of time that LACMTA, in its sole and
absolute discretion, reduces its use of the Temporary Spaces to less
than six hundred (600), provided that LACMTA may, in its sole
and absolute discretion, at any time rescind such reduction; and
(B) After the EXPO Phase 2 Completion Date, “Temporary Spaces”
shall mean three hundred (300) parking spaces.
2. Term. The license granted herein shall commence on the Effective Date and shall
continue in full force and effect until the earliest to occur of the following:
a. The date the Option Agreement is terminated in accordance with the terms and
provisions of the Option Agreement; or
b. The date that LACMTA is provided permanent use of the EXPO Spaces within
the Parking Garage in accordance with the Easement Agreement and the REA to
be entered into in connection with the Option Agreement.
Upon (i) expiration or termination of the license granted herein or (ii) modification of the
license respecting operation, maintenance, repair and use of the Temporary Spaces on the
Triangle Property, so as to constitute a license respecting use of the Replacement Spaces
as described in Section 3 below, LACMTA and all Licensees and all Permittees shall
vacate the Temporary Spaces and Triangle Property and shall no longer be entitled to
operate, maintain, repair, or use the Temporary Spaces and/or Triangle Property;
Page 46 of 160
Parking License Agreement
5 of 18
14481249.6
provided, however, LACMTA shall have no obligation to vacate the Temporary Spaces
or Triangle Property unless LACMTA has first received the rights to use of the
Replacement Spaces and LACMTA has received at least thirty (30) days prior written
notice of the “Need Date” (as defined below).
Upon written request therefor by any Party following expiration or termination of this
Agreement, LACMTA, Agency and City shall promptly execute a termination agreement
or other duly executed documentation acknowledging the expiration or termination of
this Agreement.
3. Replacement Spaces. Agency and City shall be permitted to modify the license granted
herein to include a license for use of the Replacement Spaces, and this Agreement shall
be deemed modified, as set froth below, in the event that Agency or City provides written
notice to LACMTA thirty (30) days prior to the date (the “Need Date”) the Agency or
City either (a) is required to lease or convey the Triangle Property or any portion thereof
or any interest therein to a third party for redevelopment purposes, or (b) reasonably
determines that it is necessary for Agency or City to occupy all or a portion of the surface
of the Triangle Property to construct thereon public facilities and improvements that
constitute a permanent portion of the Washington National Project. If LACMTA has
received at least thirty (30) days prior written notice of the Need Date, and the foregoing
conditions have been satisfied, then effective upon the later of the Need Date and the
expiration of such notice period this Agreement shall be deemed modified as follows:
(x) in the event that the number of remaining Temporary Spaces is less than 235, Agency
and City shall be deemed to have granted a non-exclusive license to LACMTA and its
Permittees upon and across the Ince Parking Garage for the purpose of using the
Replacement Spaces for parking for the Culver City EXPO LRT station only and for no
other purpose; and (y) LACMTA’s license in and with respect to the Triangle Property
shall terminate with respect to any portion of the Triangle Property occupied by the City,
Agency or third party as set forth above; provided, however, that the license granted
under this Agreement respecting the remainder of the Triangle Property, if any, shall
remain in full force and effect as to such remainder, including with respect to the
continued use of any Temporary Spaces located on such remainder. Use of the
Replacement Spaces shall be at no cost to LACMTA and shall be in accordance with the
terms and conditions of this Agreement, provided that Sections 4, 5, and 8 below shall in
such event not apply and shall be of no further force or effect with respect to such use of
the Replacement Spaces.
4. Cost for Temporary Spaces. LACMTA shall be responsible, at its own cost and expense,
for all costs and expenses to use, operate, repair and maintain the Temporary Spaces.
Neither City nor Agency shall bear any costs in any way for the use, operation, repair
and/or maintenance of the Temporary Spaces except as may be otherwise agreed to in
writing by the Agency and City pursuant to a shared use agreement pertaining to the
Temporary Spaces.
5. Shared Use of Temporary Spaces.
Page 47 of 160
Parking License Agreement
6 of 18
14481249.6
a. Prior to EXPO Phase 1 Completion Date. If, prior to the EXPO Phase 1
Completion Date, either Agency or City desires to use all or a portion of the
Temporary Spaces, such shared use shall be allowed upon reasonable terms and
conditions mutually agreed to in writing by the Agency and/or City (as
applicable) and LACMTA, in their respective reasonable discretion, including
without limitation Agency and City, as applicable, sharing in the cost to operate,
repair and maintain the Temporary Spaces during any period of shared use.
LACMTA agrees to not unreasonably withhold, condition or delay approval of
any proposals made by Agency or City to share the Temporary Spaces prior to the
EXPO Phase 1 Completion Date. Any such shared use shall automatically
terminate upon the EXPO Phase 1 Completion Date.
b. During Non-Peak Hours After EXPO Phase 1 Completion Date. LACMTA
agrees to not unreasonably withhold approval of, and will reasonably consider,
any proposals made by Agency or City, to share the Temporary Parking and
EXPO Spaces with the Agency and the owner of the Washington National Project
during non-peak hours, as such hours are determined by LACMTA from time to
time in its reasonable discretion.
6. No Relocation Benefits. Without limiting any of Agency or City’s obligations under this
Agreement, LACMTA acknowledges and agrees that neither it nor any Licensee nor any
Permittee shall be entitled to any relocation benefits or payments arising out of its
vacation of any temporary parking spaces within the Washington National Project or the
expiration or termination of this Agreement. LACMTA knowingly, voluntarily and
intelligently waives for itself and all Licensees and all Permittees any such benefits or
payments. Nothing in this Section reduces or modifies the Agency and City obligations
to provide the Temporary Spaces or the EXPO Spaces.
7. No Transfer of Real Property Interest in Triangle Property. Nothing in this Agreement
shall be interpreted as, or otherwise deemed to be, a transfer or conveyance of any real
property interest whatsoever between Agency and/or City and LACMTA. The parties
acknowledge and agree that nothing in this Agreement shall be interpreted as an
agreement for the lease or permanent use of the Triangle Property by LACMTA or any
Licensee or any Permittee. Any agreement for the use of the Triangle Property for any
purpose(s) other than the purpose set forth in this Agreement must be the subject of a
separate written agreement.
8. Use, Operation, Maintenance, Repair.
a. (i) LACMTA shall maintain and repair the Temporary Spaces, and shall
cause all Licensees to maintain and repair the Temporary Spaces in a clean
and safe condition and shall maintain landscaping and planting in a
healthy condition, in accordance with the level of maintenance and repair
LACMTA applies to its other similar surface parking lots.
(ii) If the Temporary Spaces are not being used, operated, repaired and/or
Page 48 of 160
Parking License Agreement
7 of 18
14481249.6
maintained in accordance with the requirements set forth in this
Agreement, and either Agency or City provides written notice of the same
to LACMTA, then LACMTA shall correct, remedy or cure such default
within thirty (30) days after receipt of such notice; provided, however, if
such default cannot with the exercise of due diligence be cured within
such thirty (30) days, such thirty (30) day period shall be extended for
such additional time as may be required to cure the default with due
diligence; provided, however, if either Agency or City notifies LACMTA
that such default is an urgent matter relating to public health and safety,
rather than the cure period set forth in the preceding sentence, LACMTA
shall complete such cure, or cause such cure to be completed, within forty-
eight (48) hours following receipt of the notice.
(iii) In the event LACMTA fails to complete, or cause to be completed, such
cure within the time periods provided in subsection (ii), either Agency or
City shall have, in addition to any other rights and remedies hereunder, the
right to complete, or cause the completion of, such cure, and LACMTA
shall be responsible for payment of all costs actually and reasonably
incurred by Agency or City, with such payment to be made thirty (30)
days from receipt of a written invoice that adequately details such costs.
b. LACMTA shall obtain the express written consent of the Agency Assistant
Executive Director or his or her designee (which consent shall be in the his or her
reasonable discretion) prior to posting, erecting or otherwise installing, signage
anywhere upon the Temporary Spaces and/or any other portion of the Triangle
Property, other than LACMTA’s standard way-finding signs and such other
parking lot signage customarily placed or used by LACMTA in its surface
parking lots servicing Metro rail stations.
c. LACMTA and each Licensee shall perform all work (including any maintenance
and repair work) on the Temporary Spaces and/or Triangle Property (“Work”) in
a safe and workmanlike manner and in full compliance with all applicable
statutes, laws, rules, regulations and orders (collectively, “Applicable Laws”),
including, without limitation, such statutes, laws, rules, regulations and orders
relating to hereinafter defined Hazardous Materials, workers’ compensation, and
workplace safety. LACMTA shall, at its sole cost and expense, take all necessary
action required to assure that all Work complies with Applicable Laws, including
obtaining, maintaining and complying with any necessary governmental permits
or approvals.
d. LACMTA, Agency and City each acknowledges and agrees that this Agreement
and the non-exclusive licenses granted herein are subject to, among other things,
certain planned remediation as set forth in this Section 8(d). LACMTA, Agency
and City each acknowledges its understanding that the Triangle Property requires
environmental remediation as required by the Los Angeles Regional Water
Quality Control Board (“LARWQCB”). The parties acknowledge that TWS is
Page 49 of 160
Parking License Agreement
8 of 18
14481249.6
the former owner of one of the properties that comprise the Triangle Property,
Alpha Environmental (“Alpha”) is TWS’s environmental consultant, and it is
currently anticipated that Alpha will perform certain environmental remediation
on the Triangle Property pursuant to LARWQB requirements, but it is possible
that Alpha may not commence or complete the environmental remediation and, in
that event, the Agency or City or their respective agents, employees and/or
consultants may perform the environmental remediation. In connection with such
anticipated remediation by Alpha, City, Agency or their respective agents,
employees and/or consultants, each of LACMTA, City and Agency hereby
acknowledges that (i) Alpha has not been engaged as an employee, consultant or
agent of Agency or City; (ii) the anticipated environmental remediation of the
Triangle Property requires that certain testing facilities and equipment be located
on the Triangle Property throughout the remediation, and the entity(ies)
performing the environmental remediation will require reasonable access to the
testing facilities and equipment from time to time as needed throughout the
remediation; (iii) testing facilities and equipment are comprised of six (6) on-site
monitoring well locations in the areas depicted on Exhibit “C” attached hereto and
incorporated herein by reference; (iv) it is currently anticipated the remediation
will require an approximate 12’x12’ vapor extraction equipment area; (v) the
approximate anticipated location for the 12’x12” vapor extraction equipment area
is also depicted on Exhibit “C”, which is the Temporary Parking Plan with an
overlay depicting the existing six (6) on-site monitoring well locations and the
approximate anticipated location of the 12’x12” vapor extraction equipment area;
(vi) the persons and entity(ies) performing the environmental remediation are
expected to require reasonable access to the Triangle Property as generally
described in Exhibit “D” attached hereto and incorporated herein by reference;
(vii) it is currently anticipated that two additional on-site monitoring well
locations will be installed on the Triangle Property as discussed in Exhibit “D”
and that during the trenching and construction/installation phase of remedial
action (which is expected to occur prior to the Effective Date) the entity(ies)
performing the environmental remediation will need to trench and install a dual
phase extraction (“DPE”) system in a location on the Triangle Property to be
reasonably determined and pipes related to the DPE will be installed underground
connecting the monitoring well locations to the DPE unit; (viii) Exhibit “C” and
Exhibit “D” each provide a general depiction and a general description,
respectively, of anticipated remediation activities, and one or both may need to be
reasonably modified from time to time during the remediation of the Triangle
Property, provided that any modification that materially and adversely impact’s
LACMTA or the Work shall not have any force or effect as to LACMTA without
its prior written consent, which shall not be unreasonably withheld; (ix) City and
Agency, working with TWS and Alpha, and LACMTA, working with its
Licensees, shall each jointly coordinate site access and use, repair, and
maintenance activities and the planned remediation to minimize disruption of
each other respecting activities on the Triangle Property. Any amendments or
modifications to the TWS Right of Entry that materially and adversely impact
LACMTA shall not have any force or effect as to LACMTA without its prior
Page 50 of 160
Parking License Agreement
9 of 18
14481249.6
written consent, which shall not be unreasonably withheld. LACMTA and its
Licensees shall exercise reasonable efforts to coordinate all repair and
maintenance and other Work on the Triangle Property so as to minimize
disruption to the remediation of the Triangle Property (including, without
limitation, the testing facilities and equipment and access to the testing facilities
and equipment). Neither LACMTA nor any of its Licensees shall in any way
disturb, damage or destroy any testing facilities or equipment, including, without
limitation, the well heads of the on-site monitoring well locations, the 12’x12”
vapor extraction equipment area, or the DPE unit and related underground pipes
(in each case to the extent that the City and Agency accurately identify their
location within the limits of the Triangle Property), and each Party shall be
responsible, at its cost and expense, to repair and/or restore any damage or
destruction, caused by or on behalf of such Party, to any other Party’s property,
equipment or improvements on the Triangle Property, including damage or
destruction to any testing facilities or equipment such as the well heads of the on-
site monitoring well locations, the 12’x12” vapor extraction equipment area, or
the DPE unit and related underground pipes (in each case to the extent that the
City and Agency accurately identify their location within the limits of the
Triangle Property). City and Agency shall exercise commercially reasonable
efforts to ensure that Alpha and TWS maintain and operate any testing facilities
or equipment in accordance with Applicable Laws.
9. Contractors/Subcontractors/Consultants. No contractual, legal or other relationship shall
be created between or among Agency and/or City and any Licensee or any contractor,
subcontractor or consultant engaged by LACMTA or any Licensee. This Agreement
shall not create any obligation on the part of Agency or City to pay or to see that the
payment of any sum is made to any Licensee or any contractor, subcontractor or
consultant engaged by LACMTA or any Licensee.
10. Liens. LACMTA hereby agrees that no mechanic’s or materialmen’s or other liens or
encumbrances shall be filed or remain in effect against any portion of or interest in the
Triangle Property as a result of the LACMTA’s or any Licensee’s or Permittee’s act or
omission. In the event any such liens or encumbrances described above are filed against
any portion of or interest in the Triangle Property, LACMTA shall, within thirty (30)
days of receiving notice of any lien, perform any actions and make any payments that
may be required to release any such liens or encumbrances.
11. Indemnification.
a. By LACMTA. LACMTA agrees to defend, indemnify, protect, and hold Agency
and City and all of their respective officers, agents, and employees harmless from
any and all actions, suits, proceedings, liability, loss, expense (including all
expenses of investigation and defending against same), and all claims for injury or
damages to any person, arising out of the LACMTA’s performance of this
Agreement, but only in proportion to and to the extent such actions, suits,
proceedings, liability, loss, expense or claims for injury or damages are caused by,
Page 51 of 160
Parking License Agreement
10 of 18
14481249.6
or result from, the negligent or intentional acts or omissions of LACMTA, its
officers, agents, or employees.
b. By Agency. Agency agrees to defend, indemnify, protect, and hold LACMTA
and all of its officers, agents, and employees harmless from any and all actions,
suits, proceedings, liability, loss, expense (including all expenses of investigation
and defending against same), and all claims for injury or damages to any person,
arising out of the Agency’s performance of this Agreement, but only in proportion
to and to the extent such actions, suits, proceedings, liability, loss, expense or
claims for injury or damages are caused by, or result from, the negligent or
intentional acts or omissions of Agency, its officers, agents, or employees.
c. By City. City agrees to defend, indemnify, protect, and hold LACMTA and all of
its officers, agents, and employees harmless from any and all actions, suits,
proceedings, liability, loss, expense (including all expenses of investigation and
defending against same), and all claims for injury or damages to any person,
arising out of the City’s performance of this Agreement, but only in proportion to
and to the extent such actions, suits, proceedings, liability, loss, expense or claims
for injury or damages are caused by, or result from, the negligent or intentional
acts or omissions of City, its officers, agents, or employees.
12. Insurance.
a. LACMTA shall obtain, at its sole cost and expense, and keep in full force and
effect, during the term of this Agreement, and in the form acceptable to Agency
and City, in their respective sole discretion, the following insurance policies:
(1) Public liability insurance, to protect against loss from liability imposed by
law for damages on account of personal injury, including death, suffered
or alleged to be suffered by any person or persons on or about the Triangle
Property in connection with LACMTA’s or any Licensee’s use or any
Permittee’s use of the Triangle Property, resulting directly or indirectly
from any acts or activities of LACMTA or any Licensee or any Permittee,
or any person acting for LACMTA or any Licensee or any Permittee, or
under LACMTA’s or any Licensee’s or any Permittee’s control or
direction, and also to protect against loss from liability imposed by law for
damages to any property of any person occurring on or about the Triangle
Property in connection with LACMTA’s or any Licensee’s or any
Permittee’s use of the Triangle Property, resulting directly or indirectly
from any acts or activities of LACMTA or any Licensee or any Permittee,
or any person acting for LACMTA or any Licensee or any Permittee, or
under LACMTA’s or any Licensee’s or any Permittee’s control or
direction. Such property damage and personal injury insurance shall also
provide for and protect Agency and City against incurring any legal cost in
defending claims for alleged loss. Such personal injury and property
damage insurance shall be maintained in full force and effect in the
Page 52 of 160
Parking License Agreement
11 of 18
14481249.6
following amounts: commercial general liability in a General Aggregate
amount of not less than Two Million Dollars ($2,000,000) and not less
than Two Million Dollars ($2,000,000) Each Occurrence.
(2) Automobile Insurance maintained in full force and effect in an amount of
not less than Two Million Dollars ($2,000,000) per accident; and
(3) Workers’ Compensation Insurance in an amount and form sufficient to
meet all applicable governmental requirements.
b. Agency, City and their respective elected officials, officers, employees,
contractors, agents and attorneys shall be named as the “Certificate Holder” and
as additional insureds for each insurance policy required herein. Each such policy
shall contain a provision that: (i) for all claims, accidents, injuries and damages
occurring in or about the Triangle Property, such insurance provides primary
coverage without contribution from any other insurance carried by or for the
benefit of Agency or City, (b) the policy shall not be canceled and the amount
thereof shall not be reduced unless thirty (30) days’ written notice shall have been
given to Agency and City by certified mail, return receipt requested, which notice
shall contain the policy number and the names of the insured and additional
insureds, except that the policy shall not be canceled for non-payment of
premiums unless ten (10) days’ written notice shall have been given to Agency
and City in the manner set forth herein. All insurance required to be carried
pursuant to the terms of this Agreement shall be effected under valid and
enforceable policies issued by reputable and independent insurers licensed in the
State of California with a current A.M. Best’s rating of no less than A:VII.
c. LACMTA shall be permitted to self insure its obligations hereunder. LACMTA
shall deliver to Agency and City appropriate certificates of insurance or a letter of
self insurance evidencing the insurance required to be carried pursuant to this
Agreement prior to the Effective Date of this Agreement.
13. Default.
a. Failure to perform any term or provision of this Agreement constitutes a default
under this Agreement. In the event of such failure, the non-defaulting party shall
give written notice of default to the defaulting party, specifying the default
complained of. Except as expressly set forth herein, the defaulting party shall
cure, correct or remedy such failure or delay within thirty (30) days after receipt
of such written notice of default. Except as expressly set forth herein, if such
default cannot with the exercise of due diligence be cured within such thirty (30)
days, such thirty (30) day period shall be extended for such additional time as
may be required to cure the default with due diligence. Notwithstanding the
foregoing, if the Non-Defaulting Party notifies the Defaulting Party that such
default is an urgent matter relating to public health and safety, and such matter is
an urgent matter relating to public health and safety, rather than the notice period
Page 53 of 160
Parking License Agreement
12 of 18
14481249.6
set forth in the preceding sentence, the notice period shall be forty-eight (48)
hours following receipt of the notice. Failure or delay in giving such notice of
default shall not constitute a waiver of any default. Delays by any party in
asserting any of its rights and remedies shall not deprive any party of its right to
institute and maintain any actions or proceedings which it may deem necessary to
protect, assert, or enforce any such rights or remedies.
b. Defaults With Respect to Providing the Temporary Spaces. This subsection b.
shall apply to any default by Agency or City with respect to providing the
Temporary Spaces. In the event of a default by Agency or City with respect to
providing the Temporary Spaces, then, notwithstanding any other term or
provision of this Agreement, LACMTA shall be required to send Agency or City,
as applicable, a written notice of default as described in subsection a., above, and
which contains the following text at the top of the notice in at least 14 size font
and bold print:
“THIS NOTICE PERTAINS TO A DEFAULT WITH RESPECT TO
PROVIDING THE TEMPORARY SPACES. FAILURE TO CURE
THE DEFAULT DESCRIBED IN THIS NOTICE MAY RESULT IN
ANY OF THE FOLLOWING:
(1) THE AGENCY’S OR CITY’S INABILITY TO EXERCISE
THE OPTION IN THE OPTION AGREEMENT EXECUTED
BY THE AGENCY, CITY AND LACMTA;
(2) THE AGENCY’S OR CITY’S INABILITY TO TERMINATE
THE OPTION AGREEMENT EXECUTED BY THE
AGENCY, CITY AND LACMTA; AND
(3) THE RIGHT OF LACMTA TO TERMINATE THE OPTION
AGREEMENT EXECUTED BY THE AGENCY, CITY AND
LACMTA”
14. Remedies. If the defaulting party fails to cure the default, after the receipt of written
notice and subject to expiration of any applicable cure period provided herein, then the
non-defaulting party may proceed at law or in equity to cure the default and to recover
damages therefore, or to obtain any other remedy consistent with the purpose of this
Agreement; provided, however, that the parties agree that termination of this Agreement
shall not be available as a remedy for any default under this Agreement. The defaulting
party shall be liable to the non-defaulting party for any damages caused by such default.
Such legal actions must be instituted in the Superior Court of the County of Los Angeles,
State of California, in an appropriate Municipal Court in that County, or in the Federal
District Court in the Central District of California.
The rights and remedies of the parties are cumulative, and the exercise by any party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same
Page 54 of 160
Parking License Agreement
13 of 18
14481249.6
time or different times, of any other rights or remedies for the same default or any other
default by the other party.
If either party fails to timely pay or reimburse any other party for any amounts due to
such other party under any provision of this Agreement, then in addition to the principal
sum due, the failing party shall pay to the other party interest on each such amount from
the date due until paid to such other party at an annual rate of the lesser of (a) the Bank of
America reference rate on the due date plus four (4) percent, or (b) the maximum interest
rate permitted by law.
15. General Provisions.
a. Notices. All notices under this Agreement shall be sufficiently given if delivered
or mailed by registered or certified mail, postage prepaid and return receipt
requested, or by nationally recognized overnight courier service, and addressed as
follows:
To City:
City Manager
City of Culver City
9770 Culver Boulevard
Culver City, CA 90230-0507
Facsimile No.: (310) 253-6010
With a copy to:
Public Works Director/City Engineer
City of Culver City
9770 Culver Boulevard
Culver City, CA 90230-0507
Facsimile No.: (310) 253-5626
and
Transportation Director
City of Culver City
4343 Duquesne Avenue
Culver City, CA 90230-0507
Facsimile No.: (310) 253-6513
To Agency:
Assistant Executive Director
Culver City Redevelopment Agency
9770 Culver Boulevard
Page 55 of 160
Parking License Agreement
14 of 18
14481249.6
Culver City, CA 90230
Facsimile No.: (310) 253-5779
To LACMTA:
Chief Executive Officer
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, California 90012
Facsimile No.: (213) 922-7382
With a copy to:
Deputy Executive Officer, Project Management
Project Management Engineering and Construction Division
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Any notice or demand required shall be given (1) personally, (2) by certified or
registered mail, postage prepaid, return-receipt requested, (3) by confirmed fax, or
(4) by reliable messenger or overnight courier to the address of the respective
parties set forth above. Any notice served personally shall be deemed delivered
upon receipt, served by facsimile transmission shall be deemed delivered on the
date of receipt as shown on the received facsimile if during regular business hours
and if not, the next business day, and served by certified or registered mail or by
reliable messenger or overnight courier shall be deemed delivered on the date of
receipt as shown on the addressee’s registry or certification of receipt or on the
date receipt is refused as shown on the records or manifest of the U.S. Postal
Service or such courier, or five (5) working days after deposit in the United States
mail in Los Angeles County. Each party may from time to time designate any
other address or addressee or additional addressees for this purpose by written
notice to the other party.
The parties may also designate other procedures for the giving of notice as
required or permitted under the terms of this Agreement, but each alternate
procedure shall be described in a writing and signed by the parties hereto.
b. Continuing Documents. Except to the extent expressly set forth herein, nothing in
this Agreement shall be deemed to amend or modify in any manner any
documents in effect on the date of this Agreement with respect to the subject
matter herein or otherwise, all of which shall remain in full force and effect,
provided that this Agreement shall be deemed to supersede and replace the MOU
with respect to the subject matter of this Agreement. This Agreement supersedes
all prior oral discussions between the parties with respect to the subject matter of
Page 56 of 160
Parking License Agreement
15 of 18
14481249.6
this Agreement.
c. Modification. This Agreement may not be modified, amended or otherwise
changed in any manner, except by a prior written amendment executed by the
parties, or their respective successors in interest.
d. Section Headings. The section headings contained in this Agreement are for
convenience and identification only and shall not be deemed to limit or define the
contents to which they relate.
e. Waiver. No waiver of any provision of this Agreement shall be effective unless in
writing and signed by a duly authorized representative of the party against whom
enforcement of a waiver is sought. No waiver of any provision of this Agreement
shall be deemed or shall constitute a waiver of any other provision.
f. Construction. It is expressly understood by the parties that the language of this
Agreement was jointly prepared and shall therefore not be construed for or against
any party.
g. Successors and Assigns. This Agreement shall be binding on and shall inure to
the benefit of the parties and their respective legal representatives, successors and
assigns.
h. Governing Law. This Agreement is entered into in the State of California and
shall be construed and interpreted in accordance with its internal laws without
reference to choice of law or conflict of law provisions.
i. Date of Agreement. The date of this Agreement shall be the date set forth in the
preamble to this Agreement.
j. Assignment. Neither Agency nor City shall assign any of their respective rights
and obligations under this Agreement, except that Agency and City shall each
have the right from time to time to assign in whole or in part any or all of its
respective rights under this Agreement to any public and/or private persons or
entities as deemed by the Agency or City, as applicable, to be necessary or
desirable in order to implement the Redevelopment Project, provided however,
such assignment shall not be effective unless and until the Agency or City, as
applicable, receives LACMTA’s prior written approval for any private persons or
entities which approval shall be provided using reasonable commercial standards,
such as credit worthiness and experience in the field and which approval shall not
be unreasonably conditioned, withheld, or delayed. LACMTA’s consent to any
such assignment shall not relieve such assignee of the obligation to obtain
LACMTA’s consent to each subsequent assignment, and any assignment shall be
subject to the assignee assuming all of the assignor’s obligations under this
Agreement.
Page 57 of 160
Parking License Agreement
16 of 18
14481249.6
k. Time of Essence. Time is expressly made of the essence with respect to the
performance by each party of each and every obligation and condition of this
Agreement.
l. Counterparts. This Agreement may be signed in multiple counterparts which,
when signed by all parties, shall constitute a binding Agreement.
m. Exhibits Incorporated by Reference. All exhibits attached to this Agreement are
incorporated into this Agreement by reference.
n. Further Actions. Each party agrees to sign such other and further instruments and
documents and take such other and further actions as may be reasonably
necessary or proper in order to accomplish the intent of this Agreement.
o. Partial Invalidity. If any term or provision or portion thereof of this Agreement or
the application thereof to any person, entity, or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision or portion thereof to persons or entities or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each such term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
[remainder of page left intentionally blank]
[signatures on following pages]
Page 58 of 160
Parking License Agreement
17 of 18
14481249.6
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the dates indicated below:
LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY
By: _____________________________________
Arthur T. Leahy Date:____________________
Chief Executive Officer
APPROVED AS TO FORM:
ANDREA SHERIDAN ORDIN
County Counsel
By: _____________________________________
Joyce Chang
Principal Deputy County Counsel
[remainder of page left intentionally blank]
[signatures on following page]
Page 59 of 160
Parking License Agreement
18 of 18
14481249.6
CULVER CITY REDEVELOPMENT AGENCY
By: ______________________________________________
John Nachbar Date:___________________
Executive Director
APPROVED AS TO FORM:
By: _____________________________________
Murray O. Kane
Kane Ballmer & Berkman
Agency General Counsel
CITY OF CULVER CITY
By: ______________________________________________
John Nachbar Date:___________________
City Manager
APPROVED AS TO FORM:
By: _____________________________________
Carol A. Schwab
City Attorney
Page 60 of 160
14481249.6
EXHIBIT A
TRIANGLE PROPERTY MAP
[behind this page]
Page 61 of 160
14481249.6
EXHIBIT B
MAINTENANCE AND REPAIR PLAN AND STANDARDS
[behind this page]
Page 62 of 160
14481249.6
EXHIBIT C
TEMPORARY PARKING PLAN WITH OVERLAY SHOWING GENERAL DEPICTION OF
SITES OF ALPHA TESTING FACILITIES AND EQUIPMENT
[behind this page]
Page 63 of 160
14481249.6
EXHIBIT D
GENERAL DESCRIPTION OF ALPHA ACCESS REQUIREMENTS
[behind this page]
Page 64 of 160
Option Agreement
1 of 25
14481128.9
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Sections 6103 and 27383
Recording Requested By
And When Recorded Return to:
CULVER CITY REDEVELOPMENT AGENCY
9770 Culver Boulevard
Culver City, California 90232
Attention: Asst. Executive Director
(Space Above Line for Recorder’s Use Only)
OPTION AGREEMENT
FOR
PERPETUAL EASEMENT
THIS OPTION AGREEMENT FOR PERPETUAL EASEMENT (this “Agreement”) is
entered into as of September [___], 2011 by and among the Los Angeles County Metropolitan
Transportation Authority (“LACMTA”), the Culver City Redevelopment Agency (“Agency”),
and the City of Culver City (“City”), with reference to the following:
RECITALS
A. The Exposition Metro Line Construction Authority (“Authority”) is a public entity
created by the California State Legislature pursuant to Public Utilities Code (“PUC”)
section 132600 for the purpose of awarding and overseeing final design and construction
contracts for the completion of the Los Angeles - Exposition light rail transit project from
Metro Rail station at 7th and Flower streets in the City of Los Angeles to the Downtown
area of the City of Santa Monica (“EXPO LRT Project”).
B. City is a municipal corporation created and empowered in accordance with its charter and
the constitution of the State of California.
C. LACMTA is a public entity created by the California State Legislature pursuant to PUC
sections 130050.2 et. seq., for many purposes including, but not limited to, the design,
construction, and operation of rail and bus transit systems and other transportation
facilities in Los Angeles County.
Page 65 of 160
Option Agreement
2 of 25
14481128.9
D. Agency is a public body, corporate and politic, exercising governmental functions and
powers, and organized and existing under Chapter 2 of the Community Redevelopment
Law of the State of California, and is carrying out the Culver City Redevelopment Project
(“Redevelopment Project”) in which a portion of the EXPO LRT Project is to be located.
E. Phase 1 of the EXPO LRT Project is an approximately 9 mile light rail line extending
southward from Downtown Los Angeles to Exposition Park, and then westward along
Exposition Boulevard to Venice Boulevard/Robertson Boulevard, and traversing through
and ending at the aerial Culver City Station.
F. The EXPO LRT Project Culver City Station and ancillary improvements being
constructed in connection therewith are illustrated on Exhibit “A” attached hereto and
incorporated herein by reference (“EXPO Station”). The EXPO Station is located within
the LACMTA-owned 150-foot-wide parcel that is located between Venice Boulevard and
Washington Boulevard (“LACMTA Parcel”). The LACMTA Parcel is legally described
on Exhibit “B” attached hereto and incorporated herein by reference.
G. LACMTA, Agency, Authority and City entered into that certain Memorandum of
Understanding executed as of January 18, 2011 (“MOU”), which concerns the EXPO
Station and provides for the undertaking of certain expenditures and related commitments
to enhance the implementation of the respective projects of the parties to the MOU in a
manner consistent with the interests of such parties.
H. City and Agency are in the process of carrying out the redevelopment of a portion of the
Redevelopment Project on real property which abuts the location of the EXPO Station,
which portion of the Redevelopment Project is referred to as the “Washington National
Project”. The Washington National Project is anticipated to be located within City-
owned property as shown on Exhibit “C-1” and as legally described on Exhibit “C-2”
attached hereto and incorporated herein by reference (collectively, the “Triangle
Property”), and a portion of the LACMTA Parcel. The proposed location of the
Washington National Project, and Agency’s/City’s proposed use of a portion of the
LACMTA Parcel, as currently contemplated by the Agency/City, is depicted on the
concept site plan attached hereto as Exhibit “D” and incorporated herein by reference.
I. City/Agency propose to construct a parking garage facility to serve the Washington
National Project (“Parking Garage”), the development of subterranean portions of which
required the Authority to provide additional physical support to the EXPO Station and its
foundations. Pursuant to the MOU, the Agency agreed to reimburse the Authority for the
costs of such additional support, and the Authority has constructed the EXPO Station
with the additional supports to accommodate the Parking Garage in reliance thereon.
J. LACMTA is willing to grant Agency or City an option to acquire an easement over the
northerly 91 feet of the LACMTA Parcel, including surface, air (not to exceed five stories
above grade), and subterranean portions thereof, as illustrated on Exhibit “E-1” attached
Page 66 of 160
Option Agreement
3 of 25
14481128.9
hereto and as legally described on Exhibit “E-2” attached hereto (collectively, the
“Easement Area”), to construct, operate, maintain, repair, and reconstruct parking uses,
transit plaza uses, and residential and commercial uses provided that such residential and
commercial uses may not exceed in the aggregate 20,000 square feet, and of such 20,000
square feet not more than 5,000 square feet may be in the below-grade portions of the
Easement Area, all of which shall be subject to a reservation of parking and other rights
by LACMTA, all as described in more detail in the Easement Agreement (defined
hereinafter) and subject to the terms and conditions in the Easement Agreement, in
consideration of the grants to LACMTA as described below. The hereinafter defined
Parties agree that nothing in this Agreement shall limit or preclude in any way any use of
the Easement Area for residential and commercial uses pursuant to a lease of the
Easement Area which may be subsequently entered into as set forth in Section 12 below,
and that any such lease, to the extent agreed to by the Parties in accordance with Section
12 below, would not be subject to the height, or square footage restrictions of the
Easement Area.
K. In consideration of the grant of the option by LACMTA over the Easement Area, Agency
and City are each willing to (i) grant LACMTA temporary parking rights in the Triangle
Property, subject to rights to relocate such temporary parking to a parking garage located
at 9099 Ince Boulevard in Culver City, pursuant to the “Parking License Agreement” (as
defined in the Easement Agreement); (ii) grant LACMTA permanent parking rights in the
Parking Garage pursuant to the “REA” (as defined below); and (iii) grant Authority a
construction license to construct a temporary parking lot on the Triangle Property, as
described in the “Construction License Agreement” (as defined in the Easement
Agreement).
L. The Parties hereby acknowledge that prior to execution and delivery of this Agreement,
each of the following has occurred: (i) the Authority has been repaid $275,000.33, as
reimbursement for costs incurred by the Authority in connection with the redesign of the
EXPO Station to accommodate the Parking Garage, and has been repaid $301,515, as
reimbursement for a portion of the additional costs incurred by the Authority to construct
the redesigned EXPO Station so as to accommodate the Parking Garage, which amount
specifically relates to additional steel costs for the redesigned EXPO Station; and (ii) City
has executed and delivered to Authority the Construction License Agreement and Agency
and City have executed and delivered to LACMTA the Parking License Agreement. The
remaining balance of the additional costs incurred by EXPO in connection with the
redesign and construction of the EXPO Station so as to accommodate the Parking Garage
(such additional costs, the “Excess Costs”), in the amount of $2,588,157 (“Remaining
Balance Amount”) shall have been paid to the Authority concurrently with the execution
and recordation of this Agreement, and LACMTA shall have no obligation to comply
with the terms and conditions contained herein unless and until the Authority has
received the Remaining Balance Amount. Once the Remaining Balance Amount is
reimbursed to the Authority, without limiting any other obligations under this Agreement,
neither the City nor the Agency shall have any additional or other obligation to disburse
any funds to or on behalf of Authority under the MOU for purposes of reimbursement
Page 67 of 160
Option Agreement
4 of 25
14481128.9
respecting the design and/or construction of the redesigned EXPO Station, and payment
of the Remaining Balance Amount shall satisfy any and all obligations of City and/or
Agency under the MOU to pay for or reimburse Authority for the Excess Costs.
Notwithstanding the foregoing, the City and Agency’s obligation to pay the Excess Costs
and the Remaining Balance Amount as described herein are separate and apart from the
City and Agency’s obligations to provide $4,000,000 towards the Project, including,
without limitation the Redesigned EXPO Station, pursuant to that certain Financial
Contribution Agreement for Phase I of Metro Exposition Light Rail Transit Project dated
as of September [___], 2011, by and between City and LACMTA (the “Funding
Agreement”). and nothing herein is intended to or shall be deemed to modify, change or
amend the Funding Agreement.
M. In furtherance of the MOU, LACMTA, Agency and City desire to enter into this
Agreement. This Agreement is the “Option Agreement” referenced in the MOU.
LACMTA, Agency and City are herein referred to individually as a “Party” and
collectively as the “Parties.”
NOW, THEREFORE, in consideration of the recitals set forth above, the covenants,
conditions and agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, City, Agency and LACMTA, intending
to be legally bound, hereby agree as follows:
1. Grant of Option. Upon and subject to all of the terms and conditions set forth herein,
LACMTA hereby grants to Agency or City an option (the “Option”) to acquire an
perpetual easement respecting the Easement Area, to construct, use, operate, maintain,
repair, and reconstruct parking uses, transit plaza uses, and residential and commercial
uses provided that such residential and commercial uses may not exceed in the aggregate
20,000 square feet, and of such 20,000 square feet not more than 5,000 square feet may
be in the below-grade portions of the Easement Area, all of which shall be subject to the
reservation of parking and other rights by LACMTA, all as described in more detail in
the Easement Agreement and subject to the terms and conditions in the Easement
Agreement. The Parties agree that nothing in this Agreement shall limit or preclude in
any way any use of the Easement Area for residential and commercial uses pursuant to a
lease of the Easement Area which may be subsequently entered into as set forth in
Section 12 below, and that any such lease, to the extent agreed to by the Parties in
accordance with Section 12 below, would not be subject to the height, or square footage
restrictions of the Easement Area. As used herein, “Easement Agreement” shall mean an
easement agreement to be executed by Agency or City and LACMTA and to be
substantially in the form attached hereto as Exhibit “F”, which is hereby incorporated
herein by reference.
2. Option Period. The term of the Option (the “Option Period”) shall be a period of twenty
(20) years commencing on the date of this Agreement, subject to earlier termination in
accordance with the terms of this Agreement. If neither the Agency nor the City
exercises the Option prior to expiration of the Option Period in accordance with Sections
4 and 5 of this Agreement, then the Option and this Agreement shall each automatically
Page 68 of 160
Option Agreement
5 of 25
14481128.9
expire and be of no further force or effect, and LACMTA shall, upon and after such
expiration, no longer be obligated to convey any easements in the Easement Agreement
to the Agency or City. Within ten (10) business days after the expiration of the Option
Period, Agency and City will deliver to LACMTA a fully executed and acknowledged
quitclaim deed in recordable form attached as Exhibit “G-1” (the “Agency/City
Quitclaim Deed”) quitclaiming all each of Agency and City’s respective interests in the
LACMTA Parcel, and LACMTA will deliver to Agency and City a fully executed and
acknowledged quitclaim deed in recordable form attached as Exhibit “G-2” (the
“LACMTA Quitclaim Deed”) quitclaiming all LACMTA’s interests in the Triangle
Property.
3. Termination of this Agreement and the Option.
a. By Agency or City. Agency and City shall each have the right to terminate this
Agreement and the Option granted herein in accordance with the terms and
provisions of this Section 3. Such termination may occur at any time after the
date that is the earlier of (i) five (5) years after the date that the construction of the
“Temporary Parking Spaces” (as defined in the Parking License Agreement) has
been completed, and (ii) seven (7) years after the date of this Agreement,
provided that (x) Agency or City provides nine (9) months’ prior written notice of
the termination to LACMTA and (y) Agency and City have, prior to such
termination notice and pursuant and subject to the terms of the Parking License
Agreement, timely cured any material default by Agency or City, as applicable,
with respect to provision of the Temporary Parking Spaces or the “Replacement
Spaces” (as defined in the Parking License Agreement), subject to force majeure
provisions in the Parking License Agreement (provided, however, this clause a(y)
shall not apply to the extent that Agency and City have not received written
notice(s) of the applicable default by Agency or City, as applicable, in accordance
with the notice requirements of the Parking License Agreement (including with
respect to font size and boldness requirements). In the event that either Agency or
City terminates this Agreement and/or the Option, this Agreement and the Option
shall be terminated among all Parties.
b. By LACMTA. LACMTA shall have the right to terminate this Agreement and the
Option granted herein in accordance with the terms and provisions of this Section
3. Such termination may occur at any time the Agency and City have, pursuant
and subject to the terms of the Parking License Agreement, failed to timely cure
any material default of Agency or City, as applicable, with respect to providing
the Temporary Parking Spaces or the Replacement Spaces, subject to force
majeure provisions in the Parking License Agreement; provided that (i)
LACMTA provides thirty (30) days prior written notice of the termination to
Agency and City; and (ii) Agency and City have received written notice(s) of the
applicable default by Agency or City, as applicable, with respect to providing the
Temporary Parking Spaces or the Replacement Spaces in accordance with the
terms and provisions of the Parking License Agreement (including with respect to
font size and boldness requirements). In the event that LACMTA terminates this
Page 69 of 160
Option Agreement
6 of 25
14481128.9
Agreement and/or the Option, this Agreement and the Option shall be terminated
among all Parties.
c. Effect of Expiration or Termination. Upon expiration of the Option Term or the
termination of this Agreement and/or the Option, all of the following shall apply:
i. LACMTA shall have the right to use the LACMTA Parcel in its sole and
absolute discretion and the City and the Agency shall have no further
rights in or to the LACMTA Parcel. The City and the Agency shall have
the right to use the Triangle Property in their sole and absolute discretion
and the Authority and LACMTA shall have no further rights to the
Triangle Property, except as set forth in the Parking License Agreement.
ii. Neither Agency nor City shall have any further duty to provide the
Temporary Spaces, the Replacement Spaces, or the “EXPO Spaces” (as
defined in the Easement Agreement) to LACMTA, and the Parking
License Agreement shall terminate on the terms and conditions set forth
therein;
iii. LACMTA shall no longer be obligated to convey the easements set forth
in the Easement Agreement, or any other easements, to the Agency or
City;
iv. Agency and City will deliver to LACMTA a duly executed and
acknowledged Agency/City Quitclaim Deed in recordable form
quitclaiming all of its interest in and to the LACMTA Parcel;
v. LACMTA will deliver to Agency or City, as applicable, a duly executed
and acknowledged LACMTA Quitclaim Deed in recordable form
quitclaiming all of its interest in and to the Triangle Property; and
vi. Notwithstanding any termination of this Agreement or the Option, Agency
and City shall not be entitled to a refund of any amounts repaid as
referenced in Recital M above.
4. Exercise of Option. Any time during the Option Period, and provided the Option
Conditions set forth in Section 5, below, have occurred, either Agency or City shall have
the right to exercise the Option by delivering written notice to LACMTA stating that
Agency or City (as applicable) elects to exercise the Option (“Option Notice”). The
Agency Executive Director or Assistant Executive Director shall each have the right to
exercise the Option on behalf of the Agency without further authorization from the
Agency Board and the City Manager shall have the right to exercise the Option on behalf
of the City without further authorization from the City Council. The Option can only be
exercised once by either the City or the Agency, whichever first exercises the Option.
Once the Option has been exercised by either the Agency or the City, the Option will no
longer be available and will be deemed to have terminated as to the non-exercising Party.
Page 70 of 160
Option Agreement
7 of 25
14481128.9
5. Option Conditions. Agency or City may only exercise the Option if, at the time of such
exercise each of the following conditions precedent (“Conditions Precedent”) have been
satisfied or waived by LACMTA (it being understood that the Parties anticipate such
conditions precedent will be satisfied at different times):
a. Agency and City have, pursuant and subject to the terms of the Parking License
Agreement, timely cured any material default of Agency or City, as applicable,
with respect to providing the Temporary Parking Spaces or the Replacement
Spaces, subject to force majeure provisions in the Parking License Agreement;
provided, however, this shall not be a Condition Precedent to exercise of the
Option to the extent that Agency and City have not received written notice(s) of
the applicable default by Agency or City, as applicable, with respect to the
provision of the Temporary Parking Spaces and the Replacement Spaces in
accordance with the terms and provisions of the Parking License Agreement
(including with respect to font size and boldness requirements).
b. Construction drawings for the Parking Garage, including the Isolation Wall (as
defined below portion thereof, and all other improvements and ancillary uses to
be constructed within the Easement Area, including without limitation residential,
commercial and transit plaza uses (collectively, “Ancillary Uses”), shall have
been 100% completed, and such drawings shall have been approved by any
governmental agency having jurisdiction thereover and by the Authority and/or
LACMTA as follows:
i. LACMTA and Authority shall have the right to reasonably approve plans
and specifications for the Parking Garage and Ancillary Uses based
primarily on the following criteria: (a) whether there is an impact on the
structural integrity of the EXPO LRT Project; (b) whether there is more
than a de minimus or trivial impact to operation and maintenance of the
EXPO LRT Project; (c) the reasonable location and proximity, including,
without limitation, the ease of access of the EXPO Spaces for station
access for LACMTA patrons; (d) confirmation that the Parking Garage
and Ancillary Uses are designed and will be constructed within the
Easement Area; (e) the provision of bicycle racks and lockers in the
Parking Garage in reasonably close proximity to the EXPO Station or in
the surface area of the Easement Area; provided, however, City or Agency
shall provide a linkage, subject to Authority and LACMTA prior approval,
between the bicycle racks and lockers and any permanent clean mobility
center facilities or similar facilities if constructed by Authority under the
EXPO Station structure; (f) whether any pedestrian connections
constructed as part of the Washington National Project between the EXPO
Station and the Washington National Project, at grade and/or at the station
platform level, are compatible with or appropriate for the EXPO LRT
Project; (g) if the Washington National Project includes podium parking
or any structure directly adjacent to the EXPO Station, the exterior design
and architectural finish of such structure is compatible with the EXPO
Page 71 of 160
Option Agreement
8 of 25
14481128.9
Station; (h) whether the design is in compliance with the terms of this
Agreement and all legal requirements.
ii. Once LACMTA has approved design drawings and specifications at the
30% completion level for the Parking Garage (the “30% Drawings”) based
on the criteria set forth above in subsection (i) above, and provided
LACMTA has at least sixty (60) days to review such 30% Drawings, the
approval of subsequent levels of design and construction plans shall also
be based on the criteria set forth above, and shall be governed by the
“deemed approved” procedures set forth in Exhibit “I”. LACMTA will
expeditiously review and not unreasonably withhold approval of such
Parking Garage subsequent levels of design and plans, and agrees to
review and approve or disapprove such plans within 30 days of submittal
by or on behalf of City or Agency. Any disapproval of plans shall be
accompanied by a written statement delivered to City and Agency within
said 30 day period specifying detailed reasons for any such disapproval.
c. All permits and approvals required by any governmental agency having
jurisdiction thereover for construction of the Parking Garage and Ancillary Uses
shall have been obtained and Agency or City shall have complied with, or shall
have caused compliance with, all applicable laws, rules and regulations,
including, without limitation, full compliance with the California Environmental
Quality Act, for the construction of the Parking Garage and Ancillary Uses.
d. Agency or City shall have provided LACMTA with reasonably satisfactory
evidence that the Agency, City and/or its developer has sufficient funding or other
financial arrangements in place so as to be able to pay for the cost of the
construction and completion of the Parking Garage and the Isolation Wall
described in Article 5 of the Easement Agreement.
e. Agency and/or City (as applicable) shall have provided LACMTA or escrow
holder one original (counterparts signatures are acceptable) of the Easement
Agreement executed by the Agency and/or City, in the same form as attached
hereto as Exhibit “F” and one original (counterparts signatures are acceptable) of
a Reciprocal Easement Agreement (“REA”) contemplated by Section 10 of this
Agreement, below.
f. The amounts owed to the Authority respecting construction of the EXPO Station
shall have been repaid prior to the date of this Agreement, as referenced in Recital
M above.
g. The Party exercising the Option shall also hold title to the Triangle Parcel, or shall
have entered into agreements with such title holder to ensure that the Party
exercising the Option has the ability to perform its obligations under the Option
Agreement.
Page 72 of 160
Option Agreement
9 of 25
14481128.9
6. Consideration for Option. The Option granted herein and LACMTA’s execution of the
Easement Agreement and the hereinafter defined REA is in consideration of the following
payments and other consideration, and shall not require any additional payment or other
consideration to the Authority or LACMTA:
a. The construction of the Isolation Wall as set forth in the Easement Agreement;
b. The execution by City and Agency and delivery to LACMTA of the Parking
License Agreement;
c. The execution by City and Agency and delivery to LACMTA of the REA; and
d. The execution by City and Agency and delivery to Authority of the Construction
License Agreement.
7. Condition of Title to Easement Area. Prior to entering into the MOU, the Agency and
City each satisfied itself that title to the Easement Area was in an acceptable condition,
provided there are no liens, encumbrances, easements or other exceptions to title except
those shown as Exceptions C, 1, 2, 3, 4 and 5 on Schedule B of that certain Chicago Title
Preliminary Report, Order Number 910065529-X49 dated July 28, 2011 (“Approved
Title Condition”) (which Preliminary Report is attached hereto as Exhibit “H” and
incorporated herein by reference). LACMTA shall not take any action that will
adversely affect the Approved Title Condition as applicable to the Easement Area
without the prior written consent of Agency or City, which consent shall not be
unreasonably withheld, conditioned or delayed. Further, if the Agency or City exercises
the Option, LACMTA shall deliver, at no cost to the Agency or City, easement rights in
the Easement Area with title thereto not adversely different from the Approved Title
Condition or as may otherwise be approved in writing by City or Agency, as applicable,
acting through the Agency Executive Director, the Agency Assistant Executive Director,
or the City Manager, which approval shall not be unreasonably withheld, conditioned or
delayed; provided, however, nothing in this Agreement shall require LACMTA to
provide or pay for title insurance insuring the City or Agency’s easement interest in the
Easement Area. Notwithstanding the foregoing, LACMTA shall in no circumstances be
required to remove any encumbrances, easements or other exceptions to title respecting
the Easement Area except to the extent that the same result or arise from the actions or
omissions of LACMTA.
8. Condition of Easement Area.
a. As used in this Agreement, “Hazardous Materials”, means any substance, material
or waste which is or becomes regulated by the United States government, the
State of California, or any local or other governmental authority, including,
without limitation, any material, substance or waste which is (i) defined as a
“hazardous waste”, “acutely hazardous waste”, “restricted hazardous waste”, or
“extremely hazardous waste” under Sections 25115, 25117 or 25122.7, or listed
pursuant to Section 25140 of the California Health and Safety Code; (ii) defined
as a “hazardous substance” under Section 25316 of the California Health and
Page 73 of 160
Option Agreement
10 of 25
14481128.9
Safety Code; (iii) defined as a “hazardous material”, “hazardous substance”, or
“hazardous waste” under Section 25501 of the California Health and Safety Code;
(iv) defined as a “hazardous substance” under Section 25281 of the California
Health and Safety Code; (v) petroleum; (vi) asbestos; (vii) a polychlorinated
biphenyl; (viii) listed under Article 9 or defined as “hazardous” or “extremely
hazardous” pursuant to Article 11 of Title 22 of the California Code of
Regulations, Chapter 20; (ix) designated as a “hazardous substance” pursuant to
Section 311 of the Clean Water Act (33 U.S.C. Section 1317); (x) defined as a
“hazardous waste” pursuant to Section 1004 of the Resource Conservation and
Recovery Act (42 U.S.C. Section 6903); (xi) defined as a “hazardous substance”
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601); or (xii) any other
substance, whether in the form of a solid, liquid, gas or any other form
whatsoever, which by any governmental requirements either requires special
handling in its use, transportation, generation, collection, storage, treatment or
disposal, or is defined as “hazardous” or is harmful to the environment or capable
of posing a risk of injury to public health and safety.
b. AS-IS, WHERE-IS. Agency and City each acknowledges and agrees that, except
as expressly set forth herein, LACMTA makes no representation or warranty
whatsoever, whether express or implied or arising by operation of law, with
respect to any interest in the Easement Area or any portion thereof conveyed
pursuant to this Easement Agreement. EXCEPT AS EXPRESSLY SET FORTH
HEREIN, AGENCY AND CITY EACH AGREES THAT THE INTERESTS IN
THE EASEMENT AREA (AND/OR ANY PORTION THEREOF) ARE BEING
TRANSFERRED AND CONVEYED TO (AND ACCEPTED BY) THE
AGENCY OR CITY IN THEIR THEN-EXISTING CONDITION, AS IS,
WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION
OR WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR
ARISING BY OPERATION OF LAW. All representations and warranties not
expressly set forth herein are hereby disclaimed by LACMTA and waived by
Agency and City. Without limiting the generality of the foregoing, except as
expressly set forth herein, LACMTA makes no representation, warranty or
guarantee of any kind, either express or implied, with respect to merchantability,
marketability, habitability, fitness for a particular use or purpose, the value or
accuracy of information provided respecting the Easement Area, prospects for
future development, use, or occupancy, zoning and/or permitted uses, of all or any
portion of the Easement Area, and Agency and City each acknowledges and
agrees that:
i. Prior to the execution, delivery and recordation of the Easement
Agreement, Agency and City each will have had the opportunity to make
its own independent investigation of the Easement Area and all other
aspects of this transaction, including, without limitation, the financial
value of the Easement and projected future income and expenses for the
Easement Area, and will have relied entirely thereon and on the advice of
Page 74 of 160
Option Agreement
11 of 25
14481128.9
its independent consultants (if any) in entering into the Easement
Agreement, and not on any information or material supplied by or on
behalf of LACMTA.
ii. Prior to the execution, delivery and recordation of the Easement
Agreement, Agency and City will each have reviewed all instruments,
records and documents which Agency and City each deems appropriate or
advisable to review in connection with the Easement Area and the
Easement Agreement, and Agency and City will each have determined
that the information and data contained therein or evidenced thereby was
satisfactory to Agency and City.
iii. Agency and City each acknowledges that the Easement Area may or may
not contain Hazardous Materials and that except as expressly set forth
herein LACMTA makes no representation or warranty to Agency or City
regarding the presence or absence of any Hazardous Materials in, on, or
under the Easement Area. It shall be Agency and City’s responsibility to
examine the Easement Area and to review such reports or other documents
it deems necessary to satisfy itself as to the presence or absence of any
such Hazardous Materials. Except as expressly set forth herein, if any
Hazardous Materials are encountered during the planning, design, or
construction of the Parking Garage, Agency and City shall be responsible
for all costs of disposal and remediation of such Hazardous Materials as a
project cost.
iv. In connection with this Section 8(b), City and Agency each expressly
waives the benefits of Section 1542 of the California Civil Code, which
provides as follows: “A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.” AGENCY AND CITY EACH
ACKNOWLEDGES AND AGREES THAT IT HAS BEEN
REPRESENTED BY LEGAL COUNSEL OF ITS CHOICE IN
CONNECTION WITH THIS AGREEMENT, AND THAT SUCH
COUNSEL HAS EXPLAINED TO EACH OF AGENCY AND CITY
THE PROVISIONS OF THIS SECTION 8(b). BY INITIALING
BELOW, AGENCY AND CITY EACH CONFIRMS IT HAS AGREED
TO THE PROVISIONS OF THIS SECTION 8(b).
v. In this connection, Agency and City each hereby agrees, represents and
warrants that Agency and City each realizes and acknowledges that factual
matters now unknown to it may have given or may hereafter give rise to
causes of action, claims, demands, debts, controversies, damages, costs,
losses and expenses and other claims and liabilities which are presently
unknown, unanticipated and unsuspected, and Agency and City each
Page 75 of 160
Option Agreement
12 of 25
14481128.9
further agrees, represents and warrants that the waivers and releases herein
have been negotiated and agreed upon in light of that realization and that
Agency and City each nevertheless hereby intends to release, discharge
and acquit LACMTA and the LACMTA’s affiliates, and the advisors,
trustees, beneficiaries, directors, officers, employees, agents and attorneys
and representatives of each of them, and each of their respective heirs,
successors, personal representatives and assigns, from any such unknown
causes of action, claims, demands, debts, controversies, damages, costs,
losses and expenses and other claims and liabilities.
vi. LACMTA has given Agency and City material concessions regarding this
transaction in exchange for Agency and City each agreeing to the
provisions of this Section 8(b). Agency and City have each initialed this
Section 8(b) to further indicate its awareness and acceptance of each and
every provision hereof; provided, however that failure of Agency and City
to initial this Section 8(b) below shall not invalidate this Section 8(b) nor
shall it invalidate any other provision of this Agreement.
AGENCY CITY
______________________
______________________
vii. Notwithstanding anything to the contrary in this Section 8(b), the release
and waiver by Agency and City hereunder shall not constitute a waiver or
release respecting any obligations of LACMTA or Authority to clean up
or remediate LACMTA’s or Authority’s Hazardous Materials. As used
herein, “LACMTA’s or Authority’s Hazardous Materials” means any
Hazardous Materials that, as a result of the actions of LACMTA or the
Authority, exist in, on, under or about the Easement Area, excluding any
of the same that are Agency’s or City’s Hazardous Materials. As used
herein, “Agency’s or City’s Hazardous Materials” means any Hazardous
Materials that (A) become present in, on, under or about the LACMTA
Parcel as a result of any act or omission of Agency or City or any person
acting on behalf of Agency or City, and/or (B) are present in, on, under or
about the LACMTA Parcel as of the date of this Agreement, but the
presence of which Hazardous Materials in, on, under or about the
LACMTA Parcel would not have given rise to a claim or a duty to
Remediate, were it not for the actions of Agency or City, including any
actions relating to its rights to develop, construct or otherwise perform
work in, on, under or about the Easement Area. As used herein,
“Remediate” means any response or remedial action as defined under
Page 76 of 160
Option Agreement
13 of 25
14481128.9
Section 101(25) of CERCLA, and similar actions with respect to
Hazardous Materials as defined under comparable state and local laws,
and any other clean-up, removal, containment, abatement, monitoring,
treatment, disposal, closure, restoration or other mitigation or remediation
of Hazardous Materials or releases required by any governmental
authority or under any law referenced above in the definition of Hazardous
Materials.
viii. The provisions of this Section 8(b) shall survive indefinitely.
c. LACMTA hereby represents and warrants to Agency and City that to the
knowledge of Velma Marshall, Frances Impert and Matt Freychineaud
(collectively, the “LACMTA Knowledge Persons”), other than as disclosed in
writing to Agency and/or City, (i) the LACMTA Parcel is not and has not been a
site for the use, generation, manufacture, storage, treatment, release, threatened
release, discharge, disposal, transportation or presence of Hazardous Materials,
except those that are in compliance with applicable environmental laws; (ii)
LACMTA has provided Agency and/or City with copies of all reports prepared by
or on behalf of LACMTA respecting the environmental condition of soils within
the Easement Area in the possession of LACMTA; and (iii) there are no claims or
actions pending or threatened against LACMTA or the LACMTA Parcel by any
governmental entity or agency or any other person or entity relating to Hazardous
Substances. The foregoing representations and warranties of LACMTA shall
survive the exercise of the Option.
d. Agency and City understand that LACMTA intends to use some or all of the
surface of the Easement Area as a surface parking lot as part of its active and
operating light rail system until such time as LACMTA may be required to vacate
the surface of the Easement Agreement in accordance with the Easement
Agreement.
e. During and throughout the Option Period, if Agency or City (as applicable) or
any developer of the Washington National Project, and/or each of their respective
officers, representatives, agents, employees and contractors desire to enter upon
the LACMTA Parcel to perform, or cause to be performed, test borings of the
soil, environmental audits, engineering studies, a survey of the Easement Area
and/or LACMTA Parcel, and/or any other tests or studies deemed desirable or
necessary by Agency, City and/or such developer in connection with the proposed
Washington National Project, then Agency, City or developer (as applicable) may
do so pursuant to a written agreement granting a right of entry (“Right of Entry”)
from LACMTA to enter upon the LACMTA Parcel, which Right of Entry shall be
in substantially the form attached hereto as Exhibit “K”, which is incorporated
herein by reference. From time to time LACMTA agrees to not unreasonably
delay the execution of any such Right of Entry following written request therefore
from Agency, City and/or such developer in connection with the proposed
Washington National Project.
Page 77 of 160
Option Agreement
14 of 25
14481128.9
.
9. Restriction on Construction of Buildings or Structures on Easement Area. During the
Option Period, LACMTA shall not construct buildings or structures on the surface of the
Easement Area, except as reasonably approved in writing by Agency and City; provided,
however, nothing shall prohibit LACMTA from using the surface of the Easement Area
for surface parking prior to the exercise of the Option.
10. Reciprocal Easement Agreement. The Parties each agree to negotiate diligently and in
good faith, to refrain from unreasonably withholding or conditioning approval of, and
from unreasonably delaying such negotiation and approval, and to prepare for formal
consideration, approval, and execution, the REA within their respective jurisdictions,
which REA shall provide for (among other things) each of the following:
a. A grant to LACMTA of a perpetual non-exclusive easement for vehicular and
pedestrian use on, over, across and through the Triangle Property in connection
with the parking of vehicles in the EXPO Spaces, as contemplated in the
Easement Agreement;
b. The operation and maintenance of the Parking Garage, and the joint use of the
Parking Garage by LACMTA and the Agency or City and their respective
successors, as applicable, in a manner consistent with the Easement Agreement;
c. Grants from LACMTA, Agency and/or City and their respective successors, as
applicable, for the use and benefit of each of them and their respective permittees
of a non-exclusive easement over the Easement Area and the Triangle Property
not occupied by the parking, commercial, residential, transit plaza, and related
ancillary uses and/or the Washington National Project for vehicular and
pedestrian access to and egress from the Parking Garage and the EXPO Station,
which easement must be mutually agreeable to the Parties and shall provide that
such use shall not interfere with the use and operation of the Washington National
Project or the use and operation of the light rail service at the EXPO Station;
d. Areas of the Agency’s or City’s non-exclusive use of the Easement Area;
e. The Agency’s and/or City’s or their respective successor’s obligation to pay for
all costs of developing, constructing, operating, maintaining and repairing the
Parking Garage, subject to LACMTA’s reimbursement of its pro rata share of the
costs and expenses to operate, maintain and repair the EXPO Spaces, subject to
the limitations on LACMTA’s reimbursement obligations, all as described in the
Easement Agreement;
f. Self-help rights and remedies for LACMTA and Agency or City and their
respective successors, as applicable, with respect to non-compliance with Parking
Garage maintenance and operation provisions;
g. The use of the EXPO Spaces (as defined in the Easement Agreement) by
LACMTA transit patrons using the EXPO Station at no cost or expense to such
Page 78 of 160
Option Agreement
15 of 25
14481128.9
transit patrons, provided that LACMTA may decide (in its sole and absolute
discretion) to charge its transit patrons for parking in the EXPO Spaces. In no
event shall City, Agency or its developer be permitted to charge any parking fee
to any LACMTA transit patron;
h. Perpetual, nonexclusive reciprocal easements over, across, through and under
those portions of the LACMTA Parcel and the Triangle Property for minor
encroachments and maintenance thereof;
i. Non-exclusive use by LACMTA and Agency or City, and their respective
successors, as applicable, and their patrons and employees, of the surface of the
Triangle Property and Easement Area, to the extent the same is made publicly
accessible from time to time, for vehicular and pedestrian access to and egress
from the Parking Garage; provided, however, such use does not interfere with the
operation of the EXPO Station or the EXPO LRT Project; and
j. Temporary construction, staging and storage rights on the surface, as well as
subterranean levels, of the Easement Area as reasonably requested by Agency or
City; provided, however, such use does not interfere with the operation of the
EXPO Station or the EXPO LRT Project.
11. Cooperation. The Parties intend that the planning, development and construction of the
EXPO Station, the Washington National Project, and the parking related thereto, will be a
cooperative, mutual endeavor in which the Parties actively participate and work together,
in good faith and with due diligence. Each Party hereto agrees to take all lawful actions
to negotiate in good faith and prepare for formal consideration and approval all definitive
legal agreements within their respective jurisdictions contemplated by, and necessary to
implement the purpose and intent of, this Agreement. The Parties agree to implement the
EXPO Station and the Washington National Project within their respective jurisdictions in
a harmonious way, including without limitation:
a. The Parties shall diligently negotiate and prepare for execution by the Parties all
documents contemplated herein so as to effectuate the purposes of this
Agreement;
b. Agency and City will consult with LACMTA and carefully consider any
recommendations and objections raised by LACMTA regarding the Agency’s or
City’s, as applicable, proposed selection of the Washington National Project
developer and the Agency’s or City’s, as applicable, proposed approval of
financing and assurances to be provided by the developer to ensure construction
of the Washington National Project;
c. LACMTA agrees to cooperate with Agency and City to facilitate the availability
of state and/or federal funds to enable Agency and City to perform its payment
obligations; provided, however, nothing in this section shall be deemed to imply
or obligate LACMTA to contribute any funds to Agency or the City except as
specifically set forth herein or in the Easement Agreement or REA;
Page 79 of 160
Option Agreement
16 of 25
14481128.9
d. It is intended by the Parties that the shared EXPO LRT and Washington National
Projects’ parking may include the potential development of podium parking;
e. LACMTA will consult with Agency and City and carefully consider any
recommendations and objections raised by Agency or City regarding LACMTA’s
proposed future use of the air space located above the EXPO Station platform.
12. Lease of Easement Area. If Agency or City desires to use a portion of the Easement Area
for residential purposes and/or commercial uses which exceed 20,000 sq. ft., then at the
request of Agency or City, LACMTA shall, subject to California Environmental Quality
Act compliance, lease a portion of the Easement Area to Agency or City for such
residential purposes and/or commercial uses on a lease form subject to the reasonable
approval of LACMTA and Agency or City based upon similar transit oriented
development leases utilized by LACMTA for such purposes; provided however, that in
consideration of the public uses being provided by the City and Agency at the sole cost
and expense of the Agency or City (including, without limitation, Agency or City
construction of the transit plaza and associated linkages, Agency or City provision of
temporary and permanent LACMTA parking; Agency or City provision of the EXPO
construction staging area, the development of commercial facilities to serve the train
users and others, and the construction of a transit-oriented development), the rent to be
charged the Agency or City therefor shall be nominal. Without affecting, changing or
modifying in any way LACMTA’s rights, remedies or obligations under the Easement
Agreement or the REA, the Parties agree that in connection with any such lease they
shall negotiate in good faith respecting an amendment to the REA and with respect to
such leased space, if any.
13. LACMTA’s Representations and Warranties. LACMTA hereby represents and warrants
to Agency and City as follows, which representations and warranties are true in all
material respects as of the date hereof:
a. Authority. LACMTA has the legal power, right and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
individuals executing this Agreement on behalf of LACMTA have the legal
power, right and actual authority to bind LACMTA to the terms and conditions of
this Agreement.
b. Requisite Action. As of the date hereof, all requisite action has been taken by
LACMTA in connection with the entering into of this Agreement.
c. Validity. This Agreement and all documents required hereby to be executed by
LACMTA are valid, legally binding obligations of and enforceable against
LACMTA in accordance with their terms.
d. Claims. LACMTA has received no written notice of any pending or threatened
administrative actions (including, without limitation, bankruptcy or insolvency
Page 80 of 160
Option Agreement
17 of 25
14481128.9
proceedings under state or federal law), suits, claims or causes of action pending
against LACMTA, the LACMTA Parcel and/or the Easement Area which could
adversely affect the ability of LACMTA to consummate fully the transactions
contemplated by this Agreement.
The representations and warranties of LACMTA shall survive the exercise of the Option.
14. Agency’s Representations and Warranties. Agency hereby represents and warrants to
LACMTA as follows, which representations and warranties are true in all material
respects as of the date hereof:
a. Authority. Agency has the legal power, right and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
individuals executing this Agreement on behalf of Agency have the legal power,
right and actual authority to bind Agency to the terms and conditions of this
Agreement.
b. Requisite Action. As of the date hereof, all requisite action has been taken by
Agency in connection with the entering into of this Agreement.
c. Validity. This Agreement and all documents required hereby to be executed by
Agency are valid, legally binding obligations of and enforceable against Agency
in accordance with their terms.
d. Claims. Agency has received no written notice of any pending or threatened
administrative actions (including, without limitation, bankruptcy or insolvency
proceedings under state or federal law), suits, claims or causes of action pending
against Agency, the Triangle Property and/or the Replacement Spaces which
could adversely affect the ability of Agency to consummate fully the transactions
contemplated by this Agreement.
The representations and warranties of Agency shall survive the exercise of the Option.
Agency shall immediately advise LACMTA in writing of Agency’s knowledge of any
pending or threatened administrative actions (including, without limitation, bankruptcy or
insolvency proceedings under state or federal law), suits, claims or causes of action
pending against Agency, the Triangle Property and/or the Replacement Spaces which
could adversely affect the ability of Agency to consummate fully the transactions
contemplated by this Agreement.
15. City’s Representations and Warranties. City hereby represents and warrants to LACMTA
as follows, which representations and warranties are true in all material respects as of the
date hereof:
a. Authority. City has the legal power, right and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
Page 81 of 160
Option Agreement
18 of 25
14481128.9
individuals executing this Agreement on behalf of City have the legal power, right
and actual authority to bind City to the terms and conditions of this Agreement.
b. Requisite Action. As of the date hereof, all requisite action has been taken by
City in connection with the entering into of this Agreement.
c. Validity. This Agreement and all documents required hereby to be executed by
City are valid, legally binding obligations of and enforceable against City in
accordance with their terms.
d. Claims. City has received no written notice of any pending or threatened
administrative actions (including, without limitation, bankruptcy or insolvency
proceedings under state or federal law), suits, claims or causes of action pending
against City, the Triangle Property and/or the Replacement Spaces which could
adversely affect the ability of City to consummate fully the transactions
contemplated by this Agreement.
The representations and warranties of City shall survive the exercise of the Option.
City shall immediately advise LACMTA in writing of City’s knowledge of any pending
or threatened administrative actions (including, without limitation, bankruptcy or
insolvency proceedings under state or federal law), suits, claims or causes of action
pending against City, the Triangle Property and/or the Replacement Spaces which could
adversely affect the ability of City to consummate fully the transactions contemplated by
this Agreement.
16. No Relocation Benefits. Without limiting any of Agency or City’s obligations under this
Agreement, LACMTA acknowledges and agrees that it shall not be entitled to any
relocation benefits or payments arising out of its vacation of any temporary or permanent
parking spaces within the Washington National Project. LACMTA knowingly,
voluntarily and intelligently waive any such benefits or payments. Nothing in this
Section reduces or modifies the Agency and City obligations to provide the Temporary
Parking Spaces or the EXPO Spaces.
17. Eminent Domain. LACMTA acknowledges that, under the circumstances existing as of
the date of this Agreement, the proposed use of the Easement Area by the Agency or City
(subject to all rights therein to be retained by LACMTA as contemplated by this
Agreement) is the most necessary public use for such property. City and Agency each
acknowledges that, under the circumstances existing as of the date of this Agreement,
LACMTA’s current and proposed uses of the LACMTA Parcel are the most necessary
public uses for such property.
18. General Provisions.
a. Notices. All notices under this Agreement shall be sufficiently given if delivered
or mailed by registered or certified mail, postage prepaid and return receipt
requested, or by nationally recognized overnight courier service, and addressed as
Page 82 of 160
Option Agreement
19 of 25
14481128.9
follows:
To City:
City Manager
City of Culver City
9770 Culver Boulevard
Culver City, CA 90230-0507
Facsimile No.: (310) 253-6010
With a copy to:
Public Works Director/City Engineer
City of Culver City
9770 Culver Boulevard
Culver City, CA 90230-0507
Facsimile No.: (310) 253-5626
and
Transportation Director
City of Culver City
4343 Duquesne Avenue
Culver City, CA 90230-0507
Facsimile No.: (310) 253-6513
To Agency:
Assistant Executive Director
Culver City Redevelopment Agency
9770 Culver Boulevard
Culver City, CA 90230
Facsimile No.: (310) 253-5779
Page 83 of 160
Option Agreement
20 of 25
14481128.9
To LACMTA:
Chief, Real Property Management and Development
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, California 90012
Facsimile No.: (213) 922-2228
With a copy to:
General Counsel
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, CA 90012
Facsimile No.: (213) 922-7432
Any notice or demand required shall be given (1) personally, (2) by certified or
registered mail, postage prepaid, return-receipt requested, (3) by confirmed fax, or
(4) by reliable messenger or overnight courier to the address of the respective
parties set forth above. Any notice served personally shall be deemed delivered
upon receipt, served by facsimile transmission shall be deemed delivered on the
date of receipt as shown on the received facsimile if during regular business hours
and if not, the next business day, and served by certified or registered mail or by
reliable messenger or overnight courier shall be deemed delivered on the date of
receipt as shown on the addressee’s registry or certification of receipt or on the
date receipt is refused as shown on the records or manifest of the U.S. Postal
Service or such courier, or five (5) business days after deposit in the United States
mail in Los Angeles County. Each Party may from time to time designate any
other address or addressee or additional addressees for this purpose by written
notice to the other Parties.
The Parties may also designate other procedures for the giving of notice as
required or permitted under the terms of this Agreement, but each alternate
procedure shall be described in a writing that is signed by the Parties hereto.
b. Continuing Documents. Except to the extent expressly set forth herein, nothing in
this Agreement shall be deemed to amend or modify in any manner any
documents in effect on the date of this Agreement with respect to the subject
matter herein or otherwise, all of which shall remain in full force and effect;
provided that this Agreement shall be deemed to supersede and replace the MOU
with respect to the subject matter of this Agreement. This Agreement supersedes
all prior oral discussions between the parties with respect to the subject matter of
this Agreement.
c. Modification. This Agreement may not be modified, amended or otherwise
changed in any manner, except by a prior written amendment executed by the
parties, or their respective successors in interest.
Page 84 of 160
Option Agreement
21 of 25
14481128.9
d. Section Headings. The section headings contained in this Agreement are for
convenience and identification only and shall not be deemed to limit or define the
contents to which they relate.
e. Waiver. No waiver of any provision of this Agreement shall be effective unless in
writing and signed by a duly authorized representative of the Party against whom
enforcement of a waiver is sought. No waiver of any provision of this Agreement
shall be deemed or shall constitute a waiver of any other provision.
f. Construction. It is expressly understood by the parties that the language of this
Agreement was jointly prepared and shall therefore not be construed for or against
any Party.
g. Successors and Assigns. This Agreement shall be binding on and shall inure to
the benefit of the parties and their respective legal representatives, successors and
assigns.
h. Governing Law. This Agreement is entered into in the State of California and
shall be construed and interpreted in accordance with its internal laws without
reference to choice of law or conflict of law provisions.
i. Date of Agreement. This Agreement shall be effective on the date that is set forth
in the preamble to this Agreement.
j. Indemnification.
(A) By LACMTA. LACMTA agrees to defend, indemnify, protect, and hold
Agency and City and all of their respective officers, agents, and
employees harmless from any and all actions, suits, proceedings, liability,
loss, expense (including all expenses of investigation and defending
against same), and all claims for injury or damages to any person, arising
out of the LACMTA’s performance of this Agreement, but only in
proportion to and to the extent such actions, suits, proceedings, liability,
loss, expense or claims for injury or damages are caused by, or result
from, the negligent or intentional acts or omissions of LACMTA, its
officers, agents, or employees.
(B) By Agency. Agency agrees to defend, indemnify, protect, and hold
LACMTA and all of its officers, agents, and employees harmless from any
and all actions, suits, proceedings, liability, loss, expense (including all
expenses of investigation and defending against same), and all claims for
injury or damages to any person, arising out of the Agency’s performance
of this Agreement, but only in proportion to and to the extent such actions,
suits, proceedings, liability, loss, expense or claims for injury or damages
Page 85 of 160
Option Agreement
22 of 25
14481128.9
are caused by, or result from, the negligent or intentional acts or omissions
of Agency, its officers, agents, or employees.
(C) By City. City agrees to defend, indemnify, protect, and hold LACMTA
and all of its officers, agents, and employees harmless from any and all
actions, suits, proceedings, liability, loss, expense (including all expenses
of investigation and defending against same), and all claims for injury or
damages to any person, arising out of the City’s performance of this
Agreement, but only in proportion to and to the extent such actions, suits,
proceedings, liability, loss, expense or claims for injury or damages are
caused by, or result from, the negligent or intentional acts or omissions of
City, its officers, agents, or employees.
k. Assignment. Neither Agency nor City shall assign any of their respective rights
and obligations under this Agreement, except that Agency and City shall each
have the right from time to time to assign in whole or in part any or all of its
respective rights under this Agreement to any public and/or private persons or
entities as deemed by the Agency or City, as applicable, to be necessary or
desirable in order to implement the Redevelopment Project, provided however,
such assignment shall not be effective unless and until the Agency or City, as
applicable, receives LACMTA’s prior written approval for any private persons or
entities which approval shall be provided using reasonable commercial standards,
such as credit worthiness and experience in the field and which approval shall not
be unreasonably conditioned, withheld, or delayed. LACMTA’s consent to any
such assignment shall not relieve such assignee of the obligation to obtain
LACMTA’s consent to each subsequent assignment, and any assignment shall be
subject to the assignee assuming all of the assignor’s obligations under this
Agreement.
l. Time of Essence. Time is expressly made of the essence with respect to the
performance by each Party of each and every obligation and condition of this
Agreement.
m. Counterparts. This Agreement may be signed in multiple counterparts which,
when signed by all parties, shall constitute a binding Agreement.
n. Exhibits Incorporated by Reference. All exhibits attached to this Agreement are
incorporated into this Agreement by reference.
o. Further Actions. Each Party agrees to sign such other and further instruments and
documents and take such other and further actions as may be reasonably
necessary or proper in order to accomplish the intent of this Agreement.
p. Recordation. This Agreement shall be recorded against the LACMTA Parcel and
the Triangle Property.
Page 86 of 160
Option Agreement
23 of 25
14481128.9
q. Default. Failure or delay by any Party to perform or comply with any term or
provision of this Agreement constitutes a default under this Agreement. The
injured Party shall give written notice of default to the Party in default, specifying
the default complained of by the injured Party. The defaulting Party must cure,
correct or remedy such failure or delay within ten (10) days after receipt of such
written notice of default. Notwithstanding the foregoing, if the non-defaulting
Party notifies the defaulting Party that such default is an urgent matter relating to
public health and safety, and such matter is an urgent matter relating to public
health and safety, rather than the notice period set forth in the preceding sentence,
the notice period shall be forty-eight (48) hours following receipt of the notice.
Failure or delay in giving such notice of default shall not constitute a waiver of
any default, nor shall it change the time of default. Delays by any Party in
asserting any of its rights and remedies shall not deprive any Party of its right to
institute and maintain any actions or proceedings which it may deem necessary to
protect, assert or enforce any such rights or remedies.
r. Specific Performance. Subject to the notice and cure provision of Section q.,
above, if any Party defaults hereunder, the non-defaulting Parties, each at its
option, may pursue any rights or remedies available at law or in equity, including,
without limitation specific performance.
s. Partial Invalidity. If any term or provision or portion thereof of this Agreement or
the application thereof to any person, entity, or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision or portion thereof to persons or entities or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each such term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
[remainder of page left intentionally blank]
[signatures on following pages]
Page 87 of 160
Option Agreement
24 of 25
14481128.9
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the dates indicated below:
LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY
By: _____________________________________
Arthur T. Leahy Date:____________________
Chief Executive Officer
APPROVED AS TO FORM:
ANDREA SHERIDAN ORDIN
County Counsel
By: _____________________________________
Joyce Chang
Principal Deputy County Counsel
[remainder of page left intentionally blank]
[signatures on following page]
Page 88 of 160
Option Agreement
25 of 25
14481128.9
CULVER CITY REDEVELOPMENT AGENCY
By: ______________________________________________
John Nachbar Date:___________________
Executive Director
APPROVED AS TO FORM:
By: _____________________________________
Murray O. Kane
Kane Ballmer & Berkman
Agency General Counsel
CITY OF CULVER CITY
By: ______________________________________________
John Nachbar Date:___________________
City Manager
APPROVED AS TO FORM:
By: _____________________________________
Carol A. Schwab
City Attorney
Page 89 of 160
14481128.9
OPTION AGREEMENT
EXHIBIT LIST
Exhibit “A” - EXPO Station Drawing
Exhibit “B” – LACMTA Parcel Legal Description
Exhibit “C-1” – Depiction of Triangle Property
Exhibit “C-2” – Legal Description of Triangle Property
Exhibit “D” – Washington National Project Concept Site Plan
Exhibit “E-1” – Depiction of Easement Area
Exhibit “E-2” – Legal Description of Easement Area
Exhibit “F” – Easement Agreement
Exhibit “G-1” – Form of Agency/City Quitclaim Deed
Exhibit “G-2” – Form of LACMTA Quitclaim Deed
Exhibit “H” – Preliminary Report
Exhibit “I” – LACMTA Deemed Approved Procedure
Exhibit “J” –Permitted Paratransit Shuttle Service Area
Exhibit “F” –Form of Right of Entry
Page 90 of 160
14481128.9
STATE OF CALIFORNIA
COUNTY OF ____________
On _____________________before me, ______________________________________,
a Notary Public, personally appeared ______________________________, who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_______________________________________ (Seal)
STATE OF CALIFORNIA
COUNTY OF ____________
On _____________________before me, ______________________________________,
a Notary Public, personally appeared ______________________________, who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_______________________________________ (Seal)
Page 91 of 160
14481128.9
EXHIBIT A
EXPO STATION DRAWING
[behind this page]
Page 92 of 160
14481128.9
EXHIBIT B
LACMTA PARCEL LEGAL DESCRIPTION
[behind this page]
Page 93 of 160
14481128.9
EXHIBIT C-1
DEPICTION OF TRIANGLE PROPERTY
[behind this page]
Page 94 of 160
14481128.9
EXHIBIT C-2
TRIANGLE PROPERTY LEGAL DESCRIPTION
[behind this page]
Page 95 of 160
14481128.9
EXHIBIT D
WASHINGTON NATIONAL PROJECT CONCEPT SITE PLAN
[behind this page]
Page 96 of 160
14481128.9
EXHIBIT E-1
DEPICTION OF EASEMENT AREA
[behind this page]
Page 97 of 160
14481128.9
EXHIBIT E-1
LEGAL DESCRIPTION OF EASEMENT AREA
[behind this page]
Page 98 of 160
14481128.9
EXHIBIT F
EASEMENT AGREEMENT
[behind this page]
Page 99 of 160
14481128.9
EXHIBIT G-1
FORM OF AGENCY/CITY QUITCLAIM DEED
[behind this page]
Page 100 of 160
14481128.9
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Munger, Tolles & Olson LLP
355 South Grand Avenue, 35
th
Floor
Los Angeles, California 90071
Attention: Richard S. Volpert, Esq.
MAIL TAX STATEMENT TO:
Los Angeles County Metropolitan
Transportation Authority
One Gateway Plaza
Los Angeles, California 90012-2952
Attn: Velma Marshall
(Space Above Line for Recorder’s Use Only)
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CULVER
CITY REDEVELOPMENT AGENCY (“Agency”), and CITY OF CULVER CITY (“City” and
collectively, with Agency, “Grantor”), hereby does each REMISE, RELEASE AND FOREVER
QUITCLAIM to LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION
AUTHORITY, a California county transportation authority existing under the authority of
Section 130050.2 et seq. of the California Public Utility Code (“Grantee”), all that certain real
property situated in the City of Culver City, County of Los Angeles, State of California,
described on Exhibit A which is attached hereto and by this reference incorporated herein (the
“Property”).
[signatures on following pages]
Page 101 of 160
[Signature Page - Quitclaim Deed]
14481128.9
IN WITNESS HEREOF, Grantor has caused this instrument to be executed effective as
of ______________, 20___.
CULVER CITY REDEVELOPMENT AGENCY
By: ______________________________________________
John Nachbar
Executive Director
Date:___________________
APPROVED AS TO FORM:
By: _____________________________________
Murray O. Kane
Kane Ballmer & Berkman
Agency General Counsel
CITY OF CULVER CITY
By: ______________________________________________
John Nachbar
City Manager
Date:___________________
APPROVED AS TO FORM:
By: _____________________________________
Carol A. Schwab
City Attorney
Page 102 of 160
[Certificate of Acceptance - Quitclaim Deed]
14481128.9
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the real property conveyed by the foregoing
Quitclaim Deed from CULVER CITY REDEVELOPMENT AGENCY and CITY OF CULVER
CITY to the LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION
AUTHORITY, a California county transportation authority existing under the authority of
Section 130050.2 et seq. of the California Public Utility Code (“Grantee”), is hereby accepted by
the undersigned on behalf of Grantee pursuant to authority conferred by resolution of the Board
of Directors of Grantee, and Grantee hereby consents to the recordation of this Grant Deed by its
duly authorized officer.
Dated this ____ day of ________, 20___
By:
Name:
Title:
Page 103 of 160
14481128.9
STATE OF CALIFORNIA
COUNTY OF ____________
On _____________________before me, ______________________________________,
a Notary Public, personally appeared ______________________________, who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_______________________________________ (Seal)
STATE OF CALIFORNIA
COUNTY OF ____________
On _____________________before me, ______________________________________,
a Notary Public, personally appeared ______________________________, who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_______________________________________ (Seal)
Page 104 of 160
14481128.9
EXHIBIT A TO QUITCLAIM DEED
LEGAL DESCRIPTION OF PROPERTY
All that certain real property in the City of Culver City, County of Los Angeles, State of
California more particularly described as follows:
Page 105 of 160
14481128.9
EXHIBIT G-2
FORM OF LACMTA QUITCLAIM DEED
[behind this page]
Page 106 of 160
14481128.9
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Sections 6103 and 27383
Recording Requested By
And When Recorded Return to:
CULVER CITY REDEVELOPMENT AGENCY
9770 Culver Boulevard
Culver City, California 90232
Attention: Asst. Executive Director
(Space Above Line for Recorder’s Use Only)
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LOS
ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a California
county transportation authority existing under the authority of Section 130050.2 et seq. of the
California Public Utility Code (“Grantor”), hereby does REMISE, RELEASE AND FOREVER
QUITCLAIM to [CITY OF CULVER CITY] (“Grantee”), all that certain real property situated
in the City of Culver City, County of Los Angeles, State of California, described on Exhibit A
which is attached hereto and by this reference incorporated herein (the “Property”).
[signatures on following pages]
Page 107 of 160
[Signature Page - Quitclaim Deed]
14481128.9
IN WITNESS HEREOF, Grantor has caused this instrument to be executed effective as
of ______________, 20___.
LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY
By: _____________________________________
Arthur T. Leahy Date:____________________
Chief Executive Officer
APPROVED AS TO FORM:
ANDREA SHERIDAN ORDIN
County Counsel
By: _____________________________________
Joyce Chang
Principal Deputy County Counsel
Page 108 of 160
14481128.9
STATE OF CALIFORNIA
COUNTY OF ____________
On _____________________before me, ______________________________________,
a Notary Public, personally appeared ______________________________, who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_______________________________________ (Seal)
Page 109 of 160
14481128.9
EXHIBIT A TO QUITCLAIM DEED
LEGAL DESCRIPTION OF PROPERTY
All that certain real property in the City of Culver City, County of Los Angeles, State of
California more particularly described as follows:
Page 110 of 160
14481128.9
EXHIBIT H
PRELIMINARY REPORT
[behind this page]
Page 111 of 160
14481128.9
EXHIBIT I
LACMTA DEEMED APPROVAL PROCEDURE
The following provisions shall govern LACMTA and Authority approval of plans and
specifications submitted by Agency [OR CITY] pursuant to this Easement Agreement
and/or any document entered into pursuant to this Easement Agreement. All references to
“Metro” in this Exhibit shall mean LACMTA and/or Authority, as applicable.
Deemed Approval of Plans and Specifications. This Exhibit “G” shall be applicable only to
plans and specifications for improvements submitted by Agency [OR CITY] at a level of
design development subsequent to Metro’s approval of a 30% completion level for plans and
specifications (the “30% Drawings”) for such improvements, provided that such plans and
specifications (a) do not contain modifications to the plans and specifications approved by
LACMTA at the previous level of design development (other than modifications that
represent a logical evolution of the elements depicted, described or specified in the previous
Level of Design Development). This Exhibit “G” shall not be applicable to Metro’s approval
of any 30% Drawings or to any plans and specifications submitted other than in accordance
with this Easement Agreement and this Exhibit “G”. Plans and specifications (other than
conceptual plans) submitted to Metro at a particular level of design development in
accordance herewith shall be deemed approved by Metro, if Metro fails to approve,
disapprove or request changes to the same within ten (10) business days after its receipt of a
written notice from Agency [OR CITY] (delivered after expiration of the applicable thirty
(30) day period noted in this Easement Agreement), indicating Metro’s failure to provide
such approval, disapproval or request for changes; provided:
(1) Such written notice contains the following provisions, in large type and in
bold print:
“THIS IS YOUR SECOND AND FINAL NOTICE REGARDING THIS MATTER.
FAILURE TO APPROVE OR DISAPPROVE THE REQUESTED MATTER
WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS
REQUEST SHALL BE DEEMED AN APPROVAL OF THE SAME PURSUANT
TO EXHIBIT G OF THE EASEMENT AGREEMENT WITH THE AGENCY[OR
CITY]”; and
(2) At the time the subject plans and specifications are submitted to Metro,
Agency [OR CITY] provides Metro with a written notice requesting approval of such
plans and specifications and sets forth in such written notice one or the other of the
following provisions (as applicable), in large type and in bold print:
(a) If such submittal is the initial submittal of plans and specifications
at a particular level of design development or is a submittal of plans and specifications at
a particular level of design development for any reason other than as set forth in the
following subsection (b), below, then the following provision shall be included in the
written notice:
Page 112 of 160
14481128.9
“NOTICE IS HEREBY GIVEN THAT FAILURE TO APPROVE OR
DISAPPROVE THE REQUESTED MATTER WITHIN THIRTY (30) DAYS
AFTER YOUR RECEIPT OF THIS REQUEST SHALL BE DEEMED AN
APPROVAL OF THE SAME PURSUANT TO EXHIBIT G OF THE EASEMENT
AGREEMENT WITH THE AGENCY[OR CITY]”
(b) If such submittal is a re-submittal of plans and specifications at a
particular level of design development due solely to either a previous Metro disapproval
of plans and specifications at that level of design development or a previous Metro
request for changes to plans and specifications at that level of design development, then
the following provision shall be included in the written notice:
“NOTICE IS HEREBY GIVEN THAT FAILURE TO APPROVE OR
DISAPPROVE THE REQUESTED MATTER WITHIN FIFTEEN (15) DAYS
AFTER YOUR RECEIPT OF THIS REQUEST SHALL BE DEEMED AN
APPROVAL OF THE SAME PURSUANT TO EXHIBIT G OF THE EASEMENT
AGREEMENT WITH THE AGENCY[OR CITY]”
Page 113 of 160
14481128.9
EXHIBIT J
PERMITTED PARATRANSIT SHUTTLE SERVICE AREA
[behind this page]
Page 114 of 160
14481128.9
EXHIBIT K
FORM OF RIGHT OF ENTRY
[behind this page]
Page 115 of 160Easement Agreement
Page 1 of 29
14481193.9
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Sections 6103 and 27383
Recording Requested By
And When Recorded Return to:
CULVER CITY REDEVELOPMENT AGENCY
9770 Culver Boulevard
Culver City, California 90232
Attention: Asst. Executive Director
(Space Above Line for Recorder’s Use Only)
PERPETUAL EASEMENT AGREEMENT
THIS PERPETUAL EASEMENT AGREEMENT (“Easement Agreement”) is entered
into as of _________________________, 20___ by and between the Los Angeles County
Metropolitan Transportation Authority (“LACMTA”), and the Culver City Redevelopment
Agency (“Agency”) [OR THE CITY OF CULVER CITY (“CITY”)], with reference to the
following:
RECITALS
[DRAFTING NOTE: FACTUAL INFORMATION IN RECITALS BELOW WILL BE
UPDATED AS NECESSARY AT TIME EASEMENT IS PREPARED FOR EXECUTION
AND THIS NOTE REMOVED]
A. The Exposition Metro Line Construction Authority (“Authority”) is a public entity
created by the California State Legislature pursuant to Public Utilities Code (“PUC”)
section 132600 for the purpose of awarding and overseeing final design and construction
contracts for the completion of the Los Angeles - Exposition light rail transit project from
Metro Rail station at 7th and Flower Streets in the City of Los Angeles to the Downtown
area of the City of Santa Monica (“EXPO LRT Project”).
B. City of Culver City (“City”) is a municipal corporation created and empowered in
accordance with its charter and the constitution of the State of California.
C. LACMTA is a public entity created by the California State Legislature pursuant to PUC
sections 130050.2 et. seq. for many purposes including, but not limited to, the design,
construction, and operation of rail and bus transit systems and other transportation
facilities in Los Angeles County.
Page 116 of 160Easement Agreement
Page 2 of 29
14481193.9
D. Agency is a public body, corporate and politic, exercising governmental functions and
powers, and organized and existing under Chapter 2 of the Community Redevelopment
Law of the State of California, and is carrying out the Culver City Redevelopment Project
(“Redevelopment Project”) in which a portion of the EXPO LRT Project is to be located.
E. Phase 1 of the EXPO LRT Project is an approximately 9 mile light rail line extending
southward from Downtown Los Angeles to Exposition Park, and then westward along
Exposition Boulevard to Venice Boulevard/Robertson Boulevard, and traversing through
and ending at the aerial Culver City Station.
F. The EXPO LRT Project Culver City Station and ancillary improvements being
constructed in connection therewith are illustrated on Exhibit “A” attached hereto and
incorporated herein by reference (“EXPO Station”). The EXPO Station is located within
the LACMTA-owned 150-foot-wide parcel that is located between Venice Boulevard and
Washington Boulevard (“LACMTA Parcel”). The LACMTA Parcel is legally described
on Exhibit “B” attached hereto and incorporated herein by reference.
G. LACMTA, Agency, Authority and City entered into that certain Memorandum of
Understanding executed as of January 18, 2011 (“MOU”), which concerns the EXPO
Station and provides for the undertaking of certain expenditures and related commitments
to enhance the implementation of the respective projects of the parties to the MOU in a
manner consistent with the interests of such parties.
H. City and Agency are in the process of carrying out the redevelopment of a portion of the
Redevelopment Project on real property which abuts the location of the EXPO Station,
which portion of the Redevelopment Project is referred to as the “Washington National
Project”. The Washington National Project is anticipated to be located within City-
owned property as shown on Exhibit “C-1” and as legally described on Exhibit “C-2”
each as attached hereto and incorporated herein by reference (collectively, the “Triangle
Property”), and a portion of the LACMTA Parcel. The proposed location of the
Washington National Project, and Agency’s/City’s proposed use of a portion of the
LACMTA Parcel, as currently contemplated by the Agency/City, is depicted on the
concept site plan attached hereto as Exhibit “D” and incorporated herein by reference.
I. The hereinafter defined “Parking Garage” required the Authority to provide additional
support to the EXPO Station in order to accommodate subterranean portions thereof that
are located in close proximity to the EXPO Station’s foundations. Pursuant to the MOU,
the Agency agreed to reimburse the Authority for the costs of such additional support,
and the Authority has constructed the Expo Station with the additional supports to
accommodate the Parking Garage in reliance thereon.
J. In furtherance of the MOU, LACMTA, Agency, and City entered into that certain Option
Agreement for Perpetual Easement dated as of September [___], 2011 (“Option
Agreement”).
Page 117 of 160Easement Agreement
Page 3 of 29
14481193.9
K. The Agency [OR CITY] has exercised the “Option” (as set forth and as defined in the
Option Agreement). This Easement Agreement is the “Easement Agreement” referenced
in the Option Agreement and is entered into in accordance with the Option Agreement.
NOW, THEREFORE, in consideration of the recitals set forth above, the covenants,
conditions and agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Agency [OR CITY] and
LACMTA, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
As used in this Easement Agreement, the following terms have the meanings set forth
below.
1.1 “Agency” means the Culver City Redevelopment Agency and any successors and
assigns.
1.2 “Agency’s [OR CITY’S] Hazardous Materials” means any Hazardous Materials
that (i) become present in, on, under or about the LACMTA Parcel as a result of any act or
omission of Agency [OR CITY] or any person acting on behalf of Agency [OR CITY], and/or
(ii) are present in, on, under or about the LACMTA Parcel as of the Closing Date, but the
presence of which Hazardous Materials in, on, under or about the LACMTA Parcel would not
have given rise to a claim or a duty to Remediate, were it not for the actions of Agency [OR
CITY], including any actions relating to its rights to develop, construct or otherwise perform
work in, on, under or about the Easement Area.
1.3 “Applicable Laws” shall mean all laws, statutes, requirements, ordinances, orders,
judgments, regulations, resolutions, covenants, restrictions, administrative or judicial
determinations of any governmental authority, court or agency having jurisdiction over the
Easement Area, whether enacted or in effect, and as interpreted, as of the date of this Easement
Agreement or thereafter, including, but not limited to, environmental laws, zoning laws, building
codes and regulations and those laws relating to accessibility to, usability by, and discrimination
against, disabled individuals, as well as all covenants, restrictions, and conditions of record that
encumber the Easement Area.
1.4 “Authority” means the Exposition Metro Line Construction Authority and any
successors and assigns.
1.5 “City” means the City of Culver City and any successors and assigns.
1.6 “Construction License Agreement” means that certain License Agreement for
Construction of Temporary Spaces dated as of September [___], 2011 entered into by and among
City, Agency, and Authority.
Page 118 of 160Easement Agreement
Page 4 of 29
14481193.9
1.7 “Easement Area” means the northerly 91 feet of the LACMTA Parcel, including
surface, air (not to exceed five stories above grade), and subterranean portions thereof, as
illustrated on Exhibit “E-1” attached hereto, and as legally described on Exhibit “E-2” attached
hereto.
1.8 “EXPO Phase 2 Completion Date” means the date revenue operations commence
for the Phase 2 LRT EXPO Project from Venice/Robertson to the station at which such Phase 2
actually terminates.
1.9 “EXPO Spaces” means unreserved parking spaces in the Parking Garage to serve
the EXPO Station users in a number equal to one of the following (the Parties acknowledge and
agree that the number of EXPO Spaces will change from time to time as set forth below):
a. Until the EXPO Phase 2 Completion Date, “EXPO Spaces” shall mean six
hundred (600) parking spaces; provided, however:
(1) Prior to the EXPO Phase 2 Completion Date, LACMTA shall
perform a parking survey during the third year of revenue
operations of EXPO Phase 1. Based on the parking survey,
LACMTA may, at its sole and absolute discretion, elect to reduce
its use of the EXPO Spaces to less than six hundred (600) prior to
the EXPO Phase 2 Completion Date. In such event, “EXPO
Spaces” shall mean such reduced number of parking spaces in the
Parking Garage during any period of time that LACMTA, in its
sole and absolute discretion, reduces its use of the EXPO Spaces to
less than six hundred (600), provided that LACMTA may, in its
sole and absolute discretion, at any time rescind such reduction;
and
(2) In the event the planned Phase 2 of the Washington National
Project is completed prior to the EXPO Phase 2 Completion Date
and operation of the Parking Garage is commenced, then the six
hundred (600) EXPO Spaces in the Parking Garage may, at the
option of Agency [OR CITY], be reduced to three hundred (300)
parking spaces and “EXPO Spaces” shall then mean three hundred
(300) parking spaces in the Parking Garage, provided Agency [OR
CITY] also provides the use of not less than three hundred (300)
parking spaces in the Ince Parking Garage (rather than the 235
Replacement Spaces otherwise contemplated) at no charge, cost, or
expense to LACMTA or its Permittees, until the EXPO Phase 2
Completion Date. The use of the three hundred (300) parking
spaces in the Ince Parking Garage shall be subject to the terms and
conditions set forth in the Parking License Agreement, and in such
case the Parking Agreement shall be deemed to remain in effect for
such purpose; or
Page 119 of 160Easement Agreement
Page 5 of 29
14481193.9
b. After the EXPO Phase 2 Completion Date, “EXPO Spaces” shall mean three
hundred (300) parking spaces.
1.10 “Hazardous Materials” means any substance, material or waste which is or
becomes regulated by the United States government, the State of California, or any local or other
governmental authority, including, without limitation, any material, substance or waste which is
(i) defined as a “hazardous waste”, “acutely hazardous waste”, “restricted hazardous waste”, or
“extremely hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to
Section 25140 of the California Health and Safety Code; (ii) defined as a “hazardous substance”
under Section 25316 of the California Health and Safety Code; (iii) defined as a “hazardous
material”, “hazardous substance”, or “hazardous waste” under Section 25501 of the California
Health and Safety Code; (iv) defined as a “hazardous substance” under Section 25281 of the
California Health and Safety Code; (v) petroleum; (vi) asbestos; (vii) a polychlorinated biphenyl;
(viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to
Article 11 of Title 22 of the California Code of Regulations, Chapter 20; (ix) designated as a
“hazardous substance” pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317);
(x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and
Recovery Act (42 U.S.C. Section 6903); (xi) defined as a “hazardous substance” pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act
(42 U.S.C. Section 9601); or (xii) any other substance, whether in the form of a solid, liquid, gas
or any other form whatsoever, which by any governmental requirements either requires special
handling in its use, transportation, generation, collection, storage, treatment or disposal, or is
defined as “hazardous” or is harmful to the environment or capable of posing a risk of injury to
public health and safety.
1.11 “Ince Parking Garage” means the Ince Boulevard Public Parking Garage at 9099
Ince Boulevard in Culver City.
1.12 “LACMTA” means the Los Angeles County Metropolitan Transportation
Authority and any successors and assigns.
1.13 “LACMTA’s or Authority’s Hazardous Materials” means any Hazardous
Materials that, as a result of the actions of LACMTA or Authority, exist in, on, under or about
the Easement Area, excluding any of the same that are Agency’s [OR CITY’S] Hazardous
Materials.
1.14 “Non-Peak Hours” means _______________________ [BLANK TO BE
FILLED IN BASED ON MTA GOOD FAITH DETERMINATION OF NON-PEAK
HOURS BASED UPON ACTUAL OPERATION OF EXPO LRT PROJECT.]
1.15 “Option Agreement” means that certain Option Agreement dated as of September
[___], 2011 entered into by and among the City, Agency and LACMTA.
1.16 “Parking Garage” means the parking garage facility to serve the Washington
National Project to be located on the Triangle Property and the Easement Area.
Page 120 of 160Easement Agreement
Page 6 of 29
14481193.9
1.17 “Parking License Agreement” shall mean that certain License Agreement For
Use, Operation, Maintenance, and Repair or Temporary Parking Spaces dated as of September
[___], 2011 entered into by and among, City, Agency, LACMTA.
1.18 “Parties” means LACMTA and Agency [OR CITY], the parties to this Easement
Agreement.
1.19 “Permittees” means the Parties’ respective officers, directors, employees, agents,
partners, contractors, customers, visitors, invitees, licensees and concessionaires.
1.20 “REA” shall mean the Reciprocal Easement Agreement contemplated by Section
10 of the Option Agreement and described in Section 3.5, below.
1.21 “Release” means any release, spill, emission, emptying, leaking, injection,
deposit, disposal, discharge, dispersal, leaching, pumping, pouring, dumping or migration into or
through the environment (including atmosphere, ambient air, soil, surface water, groundwater,
drinking water supply, surface land or subsurface strata), or into or out of any property.
1.22 “Remediate” means any response or remedial action as defined under Section
101(25) of CERCLA, and similar actions with respect to Hazardous Materials as defined under
comparable state and local laws, and any other clean-up, removal, containment, abatement,
monitoring, treatment, disposal, closure, restoration or other mitigation or remediation of
Hazardous Materials or Releases required by any governmental authority or under any law
referenced above in the definition of Hazardous Materials.
1.23 “Replacement Spaces” means no less than two hundred thirty-five (235)
unreserved parking spaces made available to LACMTA at no cost in the Ince Parking Garage as
set forth in the Parking License Agreement. The use of the Replacement Spaces shall be subject
to the terms and conditions set forth in the Parking License Agreement.
1.24 “Temporary Spaces” means temporary surface parking spaces which may be
constructed by the Authority within a portion of the Easement Area and the Triangle Property
pursuant to the Construction License Agreement and which may be relocated to the Replacement
Spaces (as set forth in the Parking License Agreement) in a number equal to one of the following
(the Parties acknowledge and agree that the number of Temporary Spaces may change from time
to time as set forth below):
a. Until the EXPO Phase 2 Completion Date, “Temporary Spaces” shall
mean six hundred (600) parking spaces;
b. After the EXPO Phase 2 Completion Date, “Temporary Spaces” shall
mean three hundred (300) parking spaces;
Page 121 of 160Easement Agreement
Page 7 of 29
14481193.9
c. If the Temporary Spaces are relocated to the Ince Parking Garage (as set
forth in the Parking License Agreement), then the “Temporary Spaces” shall mean the
“Replacement Spaces”.
ARTICLE 2
GRANT OF EASEMENT
2.1 Grant of Easement. For valuable consideration, receipt of which is hereby
acknowledged, and subject to LACMTA’s reservation of Retained Rights, as defined in Section
3 below and to the other terms and conditions of this Easement Agreement, LACMTA hereby
grants to Agency [OR CITY] a perpetual easement on, under and above (not to exceed five
stories above grade) the Easement Area to construct, use, operate, maintain, repair, and/or
reconstruct parking uses, transit plaza uses, and residential and commercial (incidental to the
operation of a garage) uses provided that such residential and commercial uses may not exceed
in the aggregate 20,000 square feet, and of such 20,000 square feet not more than 5,000 square
feet may be in the below-grade portions of the Easement Area. The REA shall describe and set
forth the areas of the Agency’s [OR CITY’S] exclusive and non-exclusive use of the Easement
Area. The Parties agree that nothing in this Easement Agreement shall limit or preclude in any
way any use of the Easement Area for residential and commercial uses pursuant to a lease of the
Easement Area which may be subsequently entered into as set forth in Section 8.1.b, below. Any
such lease, if requested and entered into and to the extent agreed between the parties thereto,
would not be subject to the height, or square footage restrictions of the Easement Area.
2.2 Perpetual Easement. This Easement Agreement (including the grant of easement)
and all of the covenants contained herein shall continue in full force and effect in perpetuity.
[TO BE DISCUSSED]
2.3 Condition of Easement Area;
a. AS-IS, WHERE-IS. Agency [OR CITY] acknowledges and agrees that, except
as expressly set forth herein, LACMTA makes no representation or warranty
whatsoever, whether express or implied or arising by operation of law, with
respect to any interest in the Easement Area or any portion thereof conveyed
pursuant to this Easement Agreement. EXCEPT AS EXPRESSLY SET FORTH
HEREIN, AGENCY AND CITY EACH AGREES THAT THE INTERESTS IN
THE EASEMENT AREA (AND/OR ANY PORTION THEREOF) HAVE BEEN
TRANSFERRED AND CONVEYED TO (AND ACCEPTED BY) THE
AGENCY [OR CITY] IN THEIR THEN-EXISTING CONDITION, AS IS,
WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION
OR WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR
ARISING BY OPERATION OF LAW. All representations and warranties not
expressly set forth herein are hereby disclaimed by LACMTA and waived by
Agency [OR CITY]. Without limiting the generality of the foregoing, except as
expressly set forth herein, LACMTA makes no representation, warranty or
guarantee of any kind, either express or implied, with respect to merchantability,
Page 122 of 160Easement Agreement
Page 8 of 29
14481193.9
marketability, habitability, fitness for a particular use or purpose, the value or
accuracy of information provided respecting the Easement Area, prospects for
future development, use, or occupancy, zoning and/or permitted uses, of all or any
portion of the Easement Area, and Agency [OR CITY] acknowledges and agrees
that:
i. Agency [OR CITY] has had the opportunity to make its own independent
investigation of the Easement Area and all other aspects of this
transaction, including, without limitation, the financial value of the
Easement and projected future income and expenses for the Easement
Area, and will have relied entirely thereon and on the advice of its
independent consultants (if any) in entering into this Easement Agreement,
and not on any information or material supplied by or on behalf of
LACMTA.
ii. Agency [OR CITY] has reviewed all instruments, records and documents
which Agency [OR CITY] deemed appropriate or advisable to review in
connection with the Easement Area and this Easement Agreement, and
Agency [OR CITY] has determined that the information and data
contained therein or evidenced thereby was satisfactory to Agency [OR
CITY].
iii. Agency [OR CITY] acknowledges that the Easement Area may or may
not contain Hazardous Materials and that, except as expressly set forth
herein, LACMTA makes no representation or warranty to Agency or City
regarding the presence or absence of any Hazardous Materials in, on, or
under the Easement Area. It shall be Agency [OR CITY’s] responsibility
to examine the Easement Area and to review such reports or other
documents it deems necessary to satisfy itself as to the presence or
absence of any such Hazardous Materials. Except as expressly set forth
herein, if any Hazardous Materials are encountered during the planning,
design, or construction of the Parking Garage, Agency [OR CITY] shall
be responsible for all costs of disposal and remediation of such Hazardous
Materials as a project cost.
iv. In connection with this Section 2.3(a), Agency [OR CITY] expressly
waives the benefits of Section 1542 of the California Civil Code, which
provides as follows: “A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.” AGENCY [OR CITY]
ACKNOWLEDGES AND AGREES THAT IT HAS BEEN
REPRESENTED BY LEGAL COUNSEL OF ITS CHOICE IN
CONNECTION WITH THIS EASEMENT AGREEMENT, AND THAT
SUCH COUNSEL HAS EXPLAINED TO IT THE PROVISIONS OF
Page 123 of 160Easement Agreement
Page 9 of 29
14481193.9
THIS SECTION 2.3(a). BY INITIALING BELOW, AGENCY [OR
CITY] CONFIRMS IT HAS AGREED TO THE PROVISIONS OF THIS
SECTION 2.3(a).
v. In this connection, Agency [OR CITY] hereby agrees, represents and
warrants that Agency [OR CITY] realizes and acknowledges that factual
matters now unknown to it may have given or may hereafter give rise to
causes of action, claims, demands, debts, controversies, damages, costs,
losses and expenses and other claims and liabilities which are presently
unknown, unanticipated and unsuspected, and Agency [OR CITY] further
agrees, represents and warrants that the waivers and releases herein have
been negotiated and agreed upon in light of that realization and that
Agency [OR CITY] nevertheless hereby intends to release, discharge and
acquit LACMTA and the LACMTA’s affiliates, and the advisors, trustees,
beneficiaries, directors, officers, employees, agents and attorneys and
representatives of each of them, and each of their respective heirs,
successors, personal representatives and assigns, from any such unknown
causes of action, claims, demands, debts, controversies, damages, costs,
losses and expenses and other claims and liabilities.
vi. LACMTA has given Agency [OR CITY] material concessions regarding
this transaction in exchange for Agency [OR CITY] agreeing to the
provisions of this Section 2.3(a). Agency [OR CITY] has initialed this
Section 2.3 to further indicate its awareness and acceptance of each and
every provision hereof; provided, however that failure of Agency [OR
CITY] to initial this Section 2.3(a) below shall not invalidate this Section
2.3(a) nor shall it invalidate any other provision of this Easement
Agreement.
AGENCY
________________
______
vii. Notwithstanding anything to the contrary in this Section 2.3(a), the release
and waiver by Agency [OR CITY] hereunder shall not constitute a waiver
or release respecting any obligations of LACMTA or Authority to clean
up or remediate LACMTA’s or Authority’s Hazardous Materials.
viii. The provisions of this Section 2.3(a) shall survive indefinitely.
b. LACMTA hereby represents and warrants to Agency [OR CITY] that to the
knowledge of [Velma Marshall, Frances Impert and Matt Freychineaud] (the
Page 124 of 160Easement Agreement
Page 10 of 29
14481193.9
“LACMTA Knowledge Persons”) [NAMES OF LACMTA KNOWLEDGE
PERSONS TO BE UPDATED AT TIME EASEMENT IS RECORDED],
other than as disclosed in writing to Agency [OR CITY], (i) the LACMTA Parcel
is not and has not been a site for the use, generation, manufacture, storage,
treatment, release, threatened release, discharge, disposal, transportation or
presence of Hazardous Materials, except those that are in compliance with all
applicable environmental laws; (ii) LACMTA has provided Agency [OR CITY]
with copies of all reports prepared by or on behalf of LACMTA respecting the
environmental condition of soils within the Easement Area in the possession of
LACMTA; and (iii) there are no claims or actions pending or threatened against
LACMTA or the LACMTA Parcel by any governmental entity or agency or any
other person or entity relating to Hazardous Substances. The foregoing
representations and warranties of LACMTA shall survive the exercise of the
Option.
c. Agency [OR CITY] shall not cause or permit any Hazardous Materials to be
spilled or Released in, on, under, or about the LACMTA Parcel. If any Agency’s
[OR CITY’S] Hazardous Materials become present in, on, under or about the
Property, Agency [OR CITY] shall promptly take all actions necessary to
Remediate such Agency’s [OR CITY’S] Hazardous Materials and restore the
LACMTA Parcel to the condition required under applicable laws and that will
allow LACMTA to make full economic use of LACMTA’s rights therein,
including the Retained Rights.
ARTICLE 3
RETAINED RIGHTS; PARKING
3.1 Retained Rights. Notwithstanding anything express or implied to the contrary in
this Easement Agreement, LACMTA hereby reserves and retains the following rights with
respect to the Easement Area (“Retained Rights”) [BELOW LANGUAGE TO BE REVISED
BASED ON GOOD FAITH NEGOTIATIONS BETWEEN THE PARTIES PRIOR TO
EXECUTION OF EASEMENT AGREEMENT]:
(a) The right to install, construct, inspect, operate, maintain, repair, use, add,
and replace all transit- or LACMTA-related improvements, structures, vehicles, equipment,
fixtures, and furnishings now existing or hereafter located in, on, under, and/or adjacent to, or
passing through the LACMTA Parcel, the EXPO Station (collectively, the “Public Transit
Facilities”), including without limitation all of the equipment, cable, conduit, fixtures,
furnishings, and vehicles located or operating in or on the LACMTA Property and property
adjacent thereto and used or installed by LACMTA or for a transit purpose, including ticket
vending machines, ticket validation systems and other equipment serving a comparable function,
map and information cases and directional, way-finding informational and transit-station and
transit-facility identification signs, lighting, CCTV cameras, rail cars, buses, vehicles, tracks,
signaling devices, maintenance equipment, public address systems, fire protection equipment,
communication antennas, and all other transit-related or LACMTA-related equipment and
Page 125 of 160Easement Agreement
Page 11 of 29
14481193.9
vehicles (collectively, the “LACMTA Transit Equipment”), as LACMTA may determine is
necessary in its sole and absolute discretion;
(b) The right to install, use, repair, maintain and replace a reasonable number
of directional, way-finding, informational, transit station identification and transit facility
identification signs, for the purpose of directing LACMTA Permittees to, from and between
Public Transit Facilities and the public streets, sidewalks and rights-of-way;
(c) The non-exclusive right to use the sidewalk or surface areas within the
Easement Area for pedestrian egress and ingress and activities related to the operation,
maintenance and repair of the Public Transit Facilities for the benefit of LACMTA, its Licensees
and Permittees and the public, including the right to drive and park maintenance vehicles on such
sidewalk or surface areas in connection with such activities (including revenue collection),
maintenance and repair of the Public Transit Facilities; provided that vehicles may only be
parked by or on behalf of LACMTA and its Licensees during periods when operation,
maintenance or repair work is occurring;
(d) The right to, at any time, install, place, use, maintain, repair and replace
LACMTA Transit Equipment within the LACMTA Parcel;
(e) The non-exclusive right of pedestrian ingress and egress over and across
the Easement Area (i) for the purpose of accessing the Public Transit Facilities, and the public
streets and sidewalks adjoining the Premises, and (ii) for the purpose of exiting the Public Transit
Facilities via emergency exits;
(f) The right to park vehicles in the EXPO Spaces located within the
Easement Area, and rights of vehicular and pedestrian ingress and egress related thereto.
3.2 EXPO Spaces. Subject to the terms and conditions of this Easement Agreement
and the REA, upon completion of the Parking Garage, LACMTA retains rights to, and shall be
provided the use of, the unreserved EXPO Spaces. In addition to hereinafter defined Transit
Signage costs set forth in Section 3.3(c), below, the allocation of operation and maintenance
costs for the EXPO Spaces is set forth in Section 7.2.
3.3 Operation of Parking Garage.
a. Neither the Agency, nor the City, nor the then-owner(s) or operators of the
Parking Garage shall have any right to directly or indirectly impose any fee, cost or charge on
any LACMTA Permittees using the EXPO Spaces in the Parking Garage (including without
limitation any transit patrons using the EXPO Station), provided that the owner(s) of the Parking
Garage and holders of the easements created through this Easement Agreement shall have the
exclusive right to set fees for the use of all parking spaces within the Parking Garage other than
the EXPO Spaces, and shall be entitled to receive the associated revenues earned therefrom.
LACMTA shall have the exclusive right to set fees, if any, for the EXPO Spaces and shall be
entitled to receive any and all revenues earned therefrom. The Parties shall work cooperatively
and in good faith with each other for LACMTA to determine any charges applicable to the
Page 126 of 160Easement Agreement
Page 12 of 29
14481193.9
EXPO Spaces and for the owner(s) of the Parking Garage (including, as applicable, Agency [OR
CITY]) to determine charges for the other users of the Parking Garage.
b. The Agency [OR CITY] shall ensure the EXPO Spaces are open and
available to LACMTA Permittees on a daily basis beginning at least thirty (30) minutes prior to
the commencement of the light rail service at the Culver City Station each morning and not
ending before the time that is thirty (30) minutes after the end of the light rail service at the
Culver City Station at the end of each day.
c. At no cost to the Agency [OR CITY] or the owner(s) or the operator of
the Parking Garage (if other than the Agency [OR CITY]), the owner(s) of the Parking Garage
shall install, or cause to be installed (and re-install, or caused to be re-installed, if necessary) way
finding signage provided by LACMTA (“Transit Signage”) in the Parking Garage in locations
reasonably approved in writing by LACMTA and the Agency [OR CITY] and the owner(s) of
the Parking Garage. Such Transit Signage shall provide directions to the rail line, the Culver
City Station, bus lines and stops and/or park and ride areas, if any. LACMTA shall be
responsible for creating and repairing the Transit Signage, providing replacement Transit
Signage and shall pay all costs associated therewith. LACMTA shall coordinate all such
activities with the Agency [OR CITY] and the owner(s) of the Parking Garage. The Agency
[OR CITY] and the owner(s) of the Parking Garage shall have reasonable rights of approval
over all aspects of the Transit Signage, including, without limitation, size, number, and
placement location; provided, however, LACMTA’s standard wayfinding signage used in the
usual course of its system shall be considered approved as to size and content.
3.4 Non-Peak Hours. LACMTA agrees to not unreasonably withhold approval of,
and will reasonably consider, any proposals made by Agency or City, to share the Temporary
Parking and EXPO Spaces with the Agency and the owner of the Washington National Project
during Non-Peak Hours.
3.5 REA. Concurrently with the execution of this Easement Agreement, LACMTA
and Agency or City, or their respective successors as owners of the LACMTA Parcel and
Triangle Property, respectively, have executed and duly acknowledged the REA contemplated by
Section 10 of the Option Agreement. The REA shall be recorded concurrently herewith, against
the LACMTA Parcel and the Triangle Property, and the Agency [OR CITY] will pay for all
costs associated therewith, including, without limitation, any closing costs, transfer taxes, escrow
fees or expenses, and the costs of obtaining any title insurance in connection therewith.
3.6 No Relocation Benefits. Without limiting any of Agency [OR CITY’S]
obligations under this Agreement, LACMTA acknowledges and agrees that neither it nor any
Licensee nor any Permittee shall be entitled to any relocation benefits or payments arising out of
its vacation of any temporary parking spaces within the Washington National Project or the
expiration or termination of this Agreement. LACMTA knowingly, voluntarily and intelligently
waives for itself and all Licensees and all Permittees any such benefits or payments. Nothing in
this Section reduces or modifies the Agency [OR CITY’S] obligations to provide the Temporary
Spaces or the EXPO Spaces.
Page 127 of 160Easement Agreement
Page 13 of 29
14481193.9
ARTICLE 4
COOPERATION
The Parties intend that the planning, development and construction of the EXPO Station,
the Washington National Project, and parking related thereto, will be a cooperative, mutual
endeavor in which the Parties actively participate and work together, in good faith and with due
diligence. Each Party hereto agrees to take all lawful actions to negotiate in good faith and
prepare for formal consideration and approval all definitive legal agreements within their
respective jurisdictions contemplated by, and necessary to implement the purpose and intent of,
this Easement Agreement. The Parties agree to implement the EXPO Station and the
Washington National Project within their respective jurisdictions in a harmonious way, including
without limitation, satisfaction or compliance with all of the following:
a. The Parties shall diligently negotiate and prepare for execution by the Parties all
documents contemplated herein so as to effectuate the purposes of this Easement
Agreement;
b. Agency and City will consult with LACMTA and carefully consider any
recommendations and objections raised by LACMTA regarding the Agency’s or
City’s, as applicable, proposed selection or replacement of the Washington
National Project developer and the Agency’s or City’s, as applicable, proposed
approval of financing and assurances to be provided by the developer to ensure
construction of the Washington National Project;
c. LACMTA agrees to cooperate with Agency and City to facilitate the availability
of state and/or federal funds to enable Agency and City to perform its payment
obligations; provided, however, nothing in this section shall be deemed to imply
or obligate LACMTA to contribute any funds to Agency or the City except as
specifically set forth herein or in the Easement Agreement or REA;
d. LACMTA agrees to vacate the surface of the Easement Area consistent with
LACMTA’s vacation of the Triangle Property as required by the Parking License
Agreement;
e. LACMTA agrees to maintain the EXPO Station and all of its ancillary rights of
way and other areas supporting such station, including without limitation, its
parking areas, in a manner consistent with LACMTA’s system-wide maintenance
and landscaping standards and as set forth in the Parking License Agreement;
f. LACMTA shall not maintain or permit any use of the LACMTA Parcel on the
south side of Venice Boulevard for the purpose of any bus uses, bus turnout areas
and/or bus storage areas, except that paratransit shuttle service shall be permitted
as shown on Exhibit “F”;
g. It is intended by the Parties that the shared EXPO LRT and Washington National
Projects’ parking may include the potential development of podium parking; and
Page 128 of 160Easement Agreement
Page 14 of 29
14481193.9
h. LACMTA agrees to consult with Agency and City and carefully consider any
recommendations and objections raised by Agency or City regarding LACMTA’s
proposed future use of the air space located above the EXPO Station platform.
ARTICLE 5
CONSTRUCTION OF ISOLATION WALL
5.1 At no cost to LACMTA or Authority and consistent with plans mutually approved
therefor by the Parties, Agency [OR CITY] shall construct, or at its option cause the
construction by the Washington National Project developer of, a shoring wall to be located
underground approximately 24 feet deep (the contemplated depth of the Parking Garage), or the
depth of the Parking Garage, whichever is deeper, along the property line between the Easement
Area and the EXPO LRT Project for the purpose of protecting the EXPO LRT Project from
adverse impacts such as the weakening of subjacent support due to the excavation for and the
construction of the Parking Garage (the “Isolation Wall”). LACMTA or Authority will
expeditiously review and not unreasonably withhold approval of the Isolation Wall design and
plans for consistency with the criteria set forth in Article 6 below. The review and approval of
the Isolation Wall plans shall conform to the process set forth in Article 6, below.
5.2 The Isolation Wall shall be constructed and in place before any excavation work
is commenced for the Parking Garage or for any portion of the Washington National Project
within 50 feet of the EXPO Station. Any construction work done for the Isolation Wall or the
Washington National Project must be in compliance with any applicable LACMTA work rules,
track allocation procedure and permit process. Without limitation of LACMTA’s other rights
under this Easement Agreement or otherwise, the Parties acknowledge and agree that completion
of the Isolation Wall is critical and that LACMTA shall be entitled to injunctive relief
immediately halting construction of the Parking Garage and any other improvements on the
Easement Area in the event that Agency, City or the owner of the Washington National Project
fails to complete construction of the Isolation Wall or seeks to move forward with other
construction prior to completing the construction of the Isolation Wall. Agency, City and the
owner of the Washington National Project each hereby waive any right to challenge such relief.
Notwithstanding anything to the contrary in this Agreement, a failure to satisfy Agency’s [OR
CITY’S] obligations respecting the Isolation Wall shall be an immediate Event of Default under
this Easement Agreement and MTA’s rights under this Section 5.2 may be exercised
immediately upon the occurrence of such Event of Default, without limitation of LACMTA’s
other rights under this Easement Agreement or otherwise.
ARTICLE 6
PARKING GARAGE AND ANCILLARY USES DESIGN AND
CONSTRUCTION
6.1 The construction and development of the Parking Garage and all other
improvements and ancillary uses to be constructed within the Easement Area, including without
limitation residential, commercial and transit plaza uses (collectively, “Ancillary Uses”), shall be
subject to the approval of any governmental entity which may have legal jurisdiction over such
Page 129 of 160Easement Agreement
Page 15 of 29
14481193.9
construction and development. LACMTA and Authority shall have the right to reasonably
approve plans and specifications for the Parking Garage and the Ancillary Uses based primarily
on the following criteria:
a. Whether there is an impact on the structural integrity of the EXPO LRT
Project;
b. Whether there is more than a de minimus or trivial impact to operation and
maintenance of the EXPO LRT Project;
c. The reasonable location and proximity, including, without limitation, the
ease of access of the EXPO Spaces for station access for Authority patrons;
d. Confirmation that the Parking Garage and Ancillary Uses are designed and
will be constructed within the Easement Area;
e. The provision of bicycle racks and lockers in the Parking Garage in
reasonably close proximity to the EXPO Station or in the surface area of the Easement Area;
provided, however, Agency [OR CITY] shall provide a linkage, subject to Authority and
LACMTA prior approval, between the bicycle racks and lockers and the permanent clean
mobility center facilities if constructed by Authority under the EXPO Station structure;
f. Whether any pedestrian connections constructed as part of the Washington
National Project between the EXPO Station and the Washington National Project, at grade
and/or at the station platform level is compatible with or appropriate for the EXPO LRT Project;
g. If the Washington National Project includes podium parking or any
structure directly adjacent to the EXPO Station, the exterior design and architectural finish of
such structure is compatible with the EXPO Station; and
h. whether the design is in compliance with the terms of this Easement
Agreement and all Applicable Laws.
6.2 Once LACMTA has approved design drawings and specifications at the 30%
completion level for the Parking Garage (the “30% Drawings”) based on the criteria set forth
above in Section 6.1 and provided LACMTA has had at least sixty (60) days to review such 30%
Drawings, the approval of subsequent levels of design and construction plans shall also be based
on the criteria set forth above and shall be governed by the “deemed approved” procedures set
forth in Exhibit “G”. LACMTA will expeditiously review and not unreasonably withhold
approval of such Parking Garage subsequent levels of design and plans, and agrees to review and
approve or disapprove such plans within thirty (30) days of submittal by or on behalf of Agency
[OR CITY]. Any disapproval of plans shall be accompanied by a written statement delivered to
Agency [OR CITY] within said 30-day period specifying detailed reasons for any such
disapproval. In the event Agency [OR CITY] desires to construct improvements within the
Easement Area that differ in any material respect from the then-current set of plans and
specifications that have been approved by LACMTA pursuant to this Article 6, then, prior to
Page 130 of 160Easement Agreement
Page 16 of 29
14481193.9
performing any construction related thereto, Agency [OR CITY] shall prepare and submit to
LACMTA for LACMTA’s review and approval a revised set of plans and specifications
reflecting such proposed changes, and LACMTA shall have the right to approve such revised
plans and specifications in accordance with this Article 6.
6.3 Subject to the reimbursement obligation in Section 7.2, below, the Agency [OR
CITY] shall bear all the costs of developing, constructing, operating maintaining and repairing
the Parking Garage, including, without limitation, the costs associated with developing,
constructing and repairing the EXPO Spaces and LACMTA shall have no responsibility for such
costs. All improvements constructed by Agency [OR CITY] within the Easement Area shall be
constructed, installed and performed in coordination with LACMTA, and in accordance with
plans and specifications approved by LACMTA pursuant to this Article 6 and all Applicable
Laws.
6.4 It is the intent of the Parties, and Agency [OR CITY] hereby agrees as between
the Parties, that LACMTA’s review, approval, disapproval or requests for changes of any plans
and specifications shall not constitute the assumption of any responsibility by, or impose any
liability upon, LACMTA as to the accuracy, efficacy, sufficiency or legality thereof, or the
constructability of the improvements detailed therein and shall not affect LACMTA's rights or
remedies in the event of any loss, damage, claim, cost or expense resulting from any construction
performed by or on behalf of Agency [OR CITY].
6.5 Prior to commencing any construction work on the Easement Area, Agency [OR
CITY] shall provide LACMTA with at least ten (10) days prior written notice of the proposed
commencement date, and Agency [OR CITY] shall provide LACMTA with reasonable updates
regarding the status of the construction and will respond to any other reasonable requests from
LACMTA for information related thereto.
6.6 Agency [OR CITY] shall at all times ensure that in the event any construction
work is commenced within the Easement Area, such work is performed in a manner, and the
Easement Area is maintained in a condition, that does not create any unreasonable risk to public
health or safety.
ARTICLE 7
CONSTRUCTION, DEVELOPMENT AND MAINTENANCE COSTS
FOR THE PARKING GARAGE
7.1 Except for LACMTA’s obligation to reimburse the Agency [OR CITY] for
certain costs as set forth in this Article and in Section 3.3., c. above, the Agency [OR CITY]
shall bear all the costs of developing, constructing, operating, maintaining and repairing the
Parking Garage, including, without limitation the costs associated with developing and
constructing the EXPO Spaces, and LACMTA shall have no responsibility for such costs except
as set forth in Section 3.3., c. above and Section 7.2, below.
7.2 After completion of construction of the Parking Garage, and thereafter, on not less
Page 131 of 160Easement Agreement
Page 17 of 29
14481193.9
than a monthly basis, LACMTA shall reimburse Agency [OR CITY], or the operator of the
Parking Garage, as applicable, _______________($___________) per EXPO Space as and for
reimbursement for a portion of the costs and expenses to operate, maintain and repair the EXPO
Spaces, which amount shall be increased each calendar year based on the increase in the
Consumer Price Index for the regional index that includes Los Angeles County. [NOTE:
Amount to be inserted in the blank above to be calculated based upon the amount
LACMTA incurs for day-to-day maintenance of the Temporary Spaces and other
comparable surface parking spaces, which amount shall not include (among other things)
any costs for insurance, property tax or possessory interest tax, parking attendants, or
other costs associated with construction or operation of the Parking Garage]
ARTICLE 8
COMMERCIAL, RESIDENTIAL AND TRANSIT USES
8.1 Commercial and Residential Uses.
a. Agency [OR CITY] shall be permitted to construct, use, operate,
maintain, repair and reconstruct up to 20,000 sq. ft. of improvements for commercial and/or
residential uses within the Easement Area, not more than 5,000 square feet of which may be in
the subterranean portion of the Easement Area. Commercial use may include off-premises
advertising signage; provided however, that Agency or City shall have no authority to install
such off-premises advertising signage until the Parties have mutually agreed to a reasonable
revenue sharing agreement for such off-premises advertising. The Parties each agree to negotiate
diligently and in good faith, to refrain from unreasonably withholding or conditioning approval
of, and from unreasonably delaying such negotiation and approval, and to prepare for formal
consideration (if required), approval, and execution of a revenue sharing agreement within their
respective jurisdictions.
b. If Agency [OR CITY] desires to use a portion of the Easement Area for
residential purposes and/or commercial uses which exceed 20,000 sq. ft., then at the request of
Agency [OR CITY], LACMTA shall be obligated to, subject to California Environmental
Quality Act compliance, lease a portion of the Easement Area to Agency [OR CITY] for such
residential purposes and/or commercial uses on a lease form subject to the reasonable approval
of LACMTA and Agency [OR CITY] based upon similar transit oriented development leases
utilized by LACMTA for such purposes; provided however, that in consideration of the public
uses being provided under the MOU by the City and Agency at the sole cost and expense of the
Agency [OR CITY] (including without limitation Agency [OR CITY] construction of the
transit plaza and associated linkages, Agency [OR CITY] provision of temporary and permanent
LACMTA parking; Agency [OR CITY] provision of the EXPO construction staging area, the
development of commercial facilities to serve the train users and others, and the construction of a
Transit Oriented Development), the rent to be charged the Agency [OR CITY] therefor shall be
nominal. The Parties agree that nothing in this Easement Agreement shall limit or preclude in
any way any use of the Easement Area for residential and commercial uses pursuant to a lease
which may be subsequently entered into as set forth in this Section, and any such lease, if and to
the extent the same is approved by LACMTA, would not be subject to the height, or square
Page 132 of 160Easement Agreement
Page 18 of 29
14481193.9
footage restrictions of the Easement Area. Without affecting, changing or modifying in any way
LACMTA’s rights, remedies or obligations under the Easement Agreement or the REA, the
Parties agree that in connection with any such lease they shall negotiate in good faith respecting
an amendment to the REA and with respect to such leased space, if any.
8.2 Transit Uses. The Agency [OR CITY] shall be permitted to have a non-
commercial transit plaza for transit related purposes, an illustrative plan of which is attached
hereto as Exhibit “H”; provided, however, since the transit plaza is still not well defined in
Exhibit “H”, a transit plaza in that area may be permitted so long as such transit plaza is
consistent with patron circulation flow and the architectural theme of the EXPO Station and the
design and construction of the transit plaza is subject to the prior approval of Authority and
LACMTA.
ARTICLE 9
INSURANCE
The Parties agree that insurance requirements shall be attached to this Easement
Agreement as Exhibit “I” as mutually reasonably agreed upon by the Parties at the time this
Easement Agreement is prepared for execution by the Agency [OR CITY]. LACMTA’s
insurance requirements shall be based on what is then commercially-reasonable in light of all
circumstances at the time, including, without limitation, the actual scope of the Washington
National Project and the proximity of the Washington National Project and its various
components to the Culver City Station. The Parties each agree to negotiate diligently and in
good faith, to refrain from unreasonably withholding or conditioning approval of, and from
unreasonably delaying such negotiation and approval with regard to insurance requirements.
ARTICLE 10
EMINENT DOMAIN
10.1 LACMTA acknowledges that, under the circumstances existing as of the date of
this Agreement, the proposed use of the Easement Area by the Agency [OR CITY] (subject to
all rights therein to be retained by LACMTA as contemplated by this Agreement) is the most
necessary public use for such property. Agency [OR CITY] acknowledges that, under the
circumstances existing as of the date of this Agreement, LACMTA’s current and proposed uses
of the LACMTA Parcel are the most necessary public uses for such property.
10.2 Without limiting Section 10.1, in the event that all or a portion of the Easement
Area and/or any improvements, buildings, structures or items pertaining to the realty that might
from time to time exist within the Easement Area are taken by eminent domain, Agency [OR
CITY] shall be entitled to any and all condemnation awards allocated for such easement rights
and/or improvements, including without limitation loss of use thereof.
10.3 Nothing in this Article 10 shall affect the existence of the easements granted in
this Easement Agreement. In the event of any condemnation affecting the existence of any
Page 133 of 160Easement Agreement
Page 19 of 29
14481193.9
easement granted in this Easement Agreement, the parties shall, to the extent feasible, relocate
such easements pursuant to the provisions and standards set forth herein.
ARTICLE 11
DEFAULT; REMEDIES
11.1 Events of Default. Failure to perform any term or provision of this Easement
Agreement constitutes a default under this Easement Agreement, and upon expiration of any
applicable cure, notice, or grace periods set forth herein, shall constitute an “Event of Default”
hereunder.
11.2 Rights to Cure Default. Each non-defaulting party (in such capacity, a “Non-
Defaulting Party”) shall have the right, but not the obligation, to cure any Event of Default by the
other party (“Defaulting Party”) after first giving the Defaulting Party ten (10) days prior written
notice of the intention to cure. Notwithstanding the foregoing, if the Non-Defaulting Party
notifies the Defaulting Party that such default is an urgent matter relating to public health and
safety, and such matter is an urgent matter relating to public health and safety, rather than the
notice period set forth in the preceding sentence, the notice period shall be forty-eight (48) hours
following receipt of the notice. No cure by the Non-Defaulting Party shall constitute a cure of
the Event of Default as between the Non-Defaulting Party and the Defaulting Party, and such
cure shall not waive or release the Defaulting Party from any obligations under this Easement
Agreement. In exercising this right, the Non-Defaulting Party may perform all acts and make all
payments it deems desirable to achieve the cure, including the payment of any necessary
expenses and the employment of legal counsel. The Defaulting Party shall reimburse the Non-
Defaulting Party for all actual costs reasonably incurred by the Non-Defaulting Party in
connection with achieving the cure of an Event of Default, plus interest at a rate equal to the
lesser of the highest rate permitted by law and a rate equal to the prime rate as reported in the
Wall Street Journal at such time, plus five (5) percentage points (the “Default Rate”),
compounded monthly, from the date any such amounts or expenses are actually expended or
incurred. Such reimbursement shall be due and payable by the Defaulting Party to the Non-
Defaulting Party within ten (10) days after the Non-Defaulting Party’s written demand for
payment. The Defaulting Party's failure to reimburse the Non-Defaulting Party, whether or not
the Non-Defaulting Party's payment cured the Event of Default, shall constitute a separate Event
of Default if not paid by Defaulting Party within fifteen (15) days after the due date.
11.3 Injunctive Relief. Either Party may proceed at law or in equity to prevent the
violation or continuing violation of any of the covenants, conditions and restrictions set forth in
this Easement Agreement, to cause any violation to be remedied and to recover damages
therefore. Unless otherwise provided herein, in addition to other remedies specifically provided
in this Easement Agreement or at law or in equity, the Non-Defaulting Party shall be authorized
and entitled wherever there is otherwise a right to equitable or injunctive relief to bring any
proceedings in the nature of specific performance or injunction, or to obtain any equitable
remedy.
Page 134 of 160Easement Agreement
Page 20 of 29
14481193.9
11.4 Costs. The Non-Defaulting Party shall be entitled to receive from the Defaulting
Party any actual costs incurred by the Non-Defaulting Party in connection with any Event of
Default, together with interest on all funds the Non-Defaulting Party expends with interest at the
Default Rate, compounded monthly.
11.5 Time to Cure. Unless otherwise specified in a particular Section of this Easement
Agreement, a party in default shall have thirty (30) days subsequent to the giving of notice
within which to cure a default. If such default cannot with the exercise of due diligence be cured
within such thirty (30) days, such thirty (30) day period shall be extended for such additional
time as may be required to cure the default with due diligence, provided the party in default
commences to cure the default within such thirty (30) day period and thereafter proceeds
diligently to cure such default within a reasonable time.
11.6 Conditional Security Assignment of Agency [OR CITY] Enforcement Rights.
As additional security for performance of Agency’s [OR CITY’S] obligations hereunder,
Agency [OR CITY] hereby agrees to conditionally transfer, set over and assign to LACMTA, a
security interest in Agency’s [OR CITY’S] right, title and interest in enforcement of any
obligations of the owner the Washington National Project pursuant to any agreements between
Agency [OR CITY] and such owner, said transfer and assignment to automatically become a
present, unconditional assignment, at LACMTA’s option exercised by written notice to Agency
[OR CITY] and the owner the Washington National Project, upon the occurrence and during the
continuance of an Event of Default, provided that Agency [OR CITY] is not then diligently
undertaking to exercise such enforcement rights. Agency [OR CITY] and LACMTA hereby
agree that LACMTA’s enforcement rights under this Section 11.6 shall be subordinate to those
of any Mortgagee. Concurrently with the execution of this Easement Agreement, Agency [OR
CITY] shall deliver to LACMTA evidence reasonably acceptable to LACMTA that the
conditional assignment under this Section 11.6 has been acknowledged by the owner of the
Washington National Project and is enforceable.
11.7 Cumulative Remedies. The remedies hereby specified are cumulative, and the
specification of a remedy shall not be deemed to preclude an aggrieved person’s resort to any
other remedy at law, in equity or under any statute.
ARTICLE 12
NOTICES
All notices under this Easement Agreement shall be sufficiently given if delivered or
mailed by registered or certified mail, postage prepaid and return receipt requested, or by
nationally recognized overnight courier service, and addressed as follows:
To Agency: [IF CITY IS THE PARTY, CHANGE TO CITY NOTICE
ADDRESS(ES)]
Assistant Executive Director
Culver City Redevelopment Agency
Page 135 of 160Easement Agreement
Page 21 of 29
14481193.9
9770 Culver Boulevard
Culver City, CA 90230
Facsimile No.: (310) 253-5779
To LACMTA:
Chief, Real Property Management and Development
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, California 90012
Facsimile No.: (213) 922-2228
With a copy to:
General Counsel
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, CA 90012
Facsimile No.: (213) 922-7432
Any notice or demand required shall be given (a) personally, (b) by certified or registered
mail, postage prepaid, return-receipt requested, (c) by confirmed fax, or (d) by reliable
messenger or overnight courier to the address of the parties set forth above. Any notice served
personally shall be deemed delivered upon receipt, served by facsimile transmission shall be
deemed delivered on the date of receipt as shown on the received facsimile if during regular
business hours and if not, the next business day, and served by certified or registered mail or by
reliable messenger or overnight courier shall be deemed delivered on the date of receipt as
shown on the addressee’s registry or certification of receipt or on the date receipt is refused as
shown on the records or manifest of the U.S. Postal Service or such courier, or five (5) business
days after deposit in the United States mail in Los Angeles County. Agency [OR CITY] or
LACMTA may from time to time designate any other address or addressee or additional
addressees for this purpose by written notice to the other party.
The parties may also designate other procedures for the giving of notice as required or
permitted under the terms of this Easement Agreement, but each alternate procedure shall be
described in a writing and signed by LACMTA and Agency[OR CITY].
ARTICLE 13
MORTGAGES
13.1 Right to Encumber. Subject to Section 13.6, below, Agency [OR CITY] and the
owner(s) of the Washington National Project shall have the absolute right at any time, without
consent from LACMTA, to encumber such party’s interest in the Easement Area and/or this
Easement Agreement in any way, including but not limited to, any mortgage or deed of trust
Page 136 of 160Easement Agreement
Page 22 of 29
14481193.9
and/or assignment or pledge of such party’s interest in the Easement Area and/or this Easement
Agreement, in Agency’s [OR CITY’S] or the owner of the Washington National Project’s sole
discretion. Neither the Agency [OR CITY] nor the owner(s) of the Washington National Project
shall have any right or authority to encumber LACMTA’s fee interest or retained rights of
LACMTA in the Easement Area.
13.2 Mortgagee’s Opportunity to Cure. In addition to the other rights of mortgagees or
lenders of the Washington National Project (each a “Mortgagee” or collectively the
“Mortgagees”) set forth in this Easement Agreement, during the continuance of any mortgage of
or loan for the Washington National Project (each a “Mortgage”) and until such time as the lien
of any such mortgage has been extinguished and/or the loan has been repaid, any Mortgagees
shall have the rights set forth below.
13.3 Payments by Mortgagees. Any Mortgagee shall have the right, but not the
obligation, to pay all of the amounts due hereunder by Agency [OR CITY], to effect any
insurance, to make any repairs and improvements, to do any act or thing required of the Agency
[OR CITY] hereunder; and to do any act or thing which may be necessary and proper to be done
in the performance and observance of the agreements, covenants and conditions hereof to
prevent a default under this Easement Agreement by Agency [OR CITY]. All payments so
made and all things so done and performed by a Mortgagee shall be effective to prevent a default
under this Easement Agreement as the same would have been if made, done and performed by
Agency [OR CITY] instead of by the Mortgagee.
13.4 Notice to Mortgagees. At the request of a Mortgagee given in accordance with
the notice provisions of this Easement Agreement, LACMTA shall mail or deliver to such
Mortgagee a duplicate copy of any and all notices which LACMTA may from time to time give
to or serve upon Agency [OR CITY] pursuant to the provisions of this Easement Agreement and
such copy shall be mailed or delivered to each Mortgagee simultaneously with and in the same
manner as the mailing or delivery of the same to Agency[OR CITY].
13.5 Limitation of Enforcement Against Mortgagee. No violation of this Easement
Agreement by, or enforcement of this Easement Agreement against, Agency [OR CITY] shall
defeat or render invalid, the lien and/or repayment of any Mortgage, provided that such
Mortgage is and shall be subject to the terms and provisions of this Easement Agreement.
13.6 Insurance and Condemnation Proceeds. No provision of this Easement
Agreement shall be construed to give either party or any other person priority over the rights of
any Mortgagee with respect to the distribution of insurance proceeds or proceeds of a
condemnation for property encumbered by such Mortgagee’s Mortgage.
13.7 Subordination. Notwithstanding anything to the contrary in this Easement
Agreement, the lien of any Mortgage shall be at all times subject and subordinate to this
Easement Agreement and the REA. Notwithstanding anything to the contrary in this Easement
Agreement, any lien or encumbrance on LACMTA’s fee interest of record after the date of this
Easement Agreement shall be at all times subject and subordinate to this Easement Agreement
and the REA.
Page 137 of 160Easement Agreement
Page 23 of 29
14481193.9
13.8 LACMTA Liens or Encumbrances. LACMTA shall not have any right or
authority to encumber the Agency’s [OR CITY’S] or the owner’s(s’) of the Washington
National Project respective interest in the Easement Area in any way.
ARTICLE 14
MISCELLANEOUS
14.1 Table of Contents and Captions. The table of contents and captions of this
Easement Agreement are inserted only as a matter of convenience and for reference. They do
not define, limit or describe the scope or intent of this Easement Agreement, and they shall not
affect the interpretation thereof. The term “over” with respect to an easement granted “over” a
particular parcel means, as the context may require, across, in, on, over, through, to and upon, or
any one or more of the foregoing.
14.2 Continuing Documents. Nothing in this Easement Agreement shall be deemed to
amend or modify in any manner any documents in effect on the date of this Easement Agreement
with respect to the subject matter herein or otherwise (including, without limitation, the MOU),
all of which shall remain in full force and effect. This Easement Agreement supersedes all prior
oral discussions between the parties with respect to the subject matter of this Easement
Agreement.
14.3 Modification. This Easement Agreement may not be modified, amended or
otherwise changed in any manner, except by a prior written amendment executed by the parties,
or their respective successors in interest.
14.4 Section Headings. The section headings contained in this Easement Agreement
are for convenience and identification only and shall not be deemed to limit or define the
contents to which they relate.
14.5 Waiver. No waiver of any provision of this Easement Agreement shall be
effective unless in writing and signed by a duly authorized representative of the Party against
whom enforcement of a waiver is sought. No waiver of any provision of this Easement
Agreement shall be deemed or shall constitute a waiver of any other provision.
14.6 Construction. It is expressly understood by the parties that the language of this
Easement Agreement was jointly prepared and shall therefore not be construed for or against
either Party.
14.7 Easement Agreement Runs with the Land. Agency [OR CITY] and LACMTA
hereby agree that the LACMTA Parcel is and shall be held, conveyed, hypothecated,
encumbered, leased, rented, used and occupied subject to the limitations, restrictions, easements,
covenants and conditions set forth in this Easement Agreement and that all of the limitations,
restrictions, easements, covenants and conditions set forth in this Easement Agreement shall run
with the land, shall be binding on and inure to the benefit of all parties having or acquiring any
Page 138 of 160Easement Agreement
Page 24 of 29
14481193.9
right, title or interest in the LACMTA Parcel and the Easement Area and each of their respective
successors and assigns and shall be enforceable in accordance with applicable law, including, but
not limited to, the law of contracts, easements, equitable servitudes and the provisions of Section
1468 of the California Civil Code.
14.8 Governing Law. This Easement Agreement is entered into in the State of
California and shall be construed and interpreted in accordance with its internal laws without
reference to choice of law or conflict of law provisions.
14.9 Date of Easement Agreement. This Easement Agreement shall be effective on the
date that is set forth in the preamble to this Easement Agreement.
14.10 Indemnification.
a. LACMTA agrees to defend, indemnify, protect, and hold the Agency [OR
CITY] and all of its officers, agents, and employees harmless from any and all actions, suits,
proceedings, liability, loss, expense (including all expenses of investigation and defending
against same), and all claims for injury or damages to any person, arising out of LACMTA’s use
of occupancy of the Easement Area, or performance under this Easement Agreement or any
agreement entered into to implement this Easement Agreement, but only in proportion to and to
the extent such actions, suits, proceedings, liability, loss, expense or claims for injury or damages
are caused by, or result from, the negligent or intentional acts or omissions of LACMTA, its
officers, agents, or employees.
b. The Agency [OR CITY] agrees to defend, indemnify, protect, and hold
LACMTA and all of its officers, agents, and employees harmless from any and all actions, suits,
proceedings, liability, loss, expense (including all expenses of investigation and defending
against same), and all claims for injury or damages to any person, arising out of the Agency’s
[OR CITY] use or occupancy of the Easement Area, or performance under this Easement
Agreement or any agreement entered into to implement this Easement Agreement, but only in
proportion to and to the extent such actions, suits, proceedings, liability, loss, expense or claims
for injury or damages are caused by, or result from, the negligent or intentional acts or omissions
of the Agency [OR CITY], its officers, agents, or employees.
14.11 No Partnership, Joint Venture or Principal-Agent Relationship. Nothing
contained in this Easement Agreement shall be deemed or construed by the Agency [OR CITY]
or LACMTA hereto, or any of them, or by any third person, to create the relationship of principal
and agent, or of joint venture, or of partnership between or among Agency [OR CITY] or
LACMTA under this Easement Agreement.
14.12 Assignment. Agency [OR CITY] shall have no right to assign any of its rights
or obligations under this Easement Agreement, except that Agency [OR CITY] shall have the
right from time to time to assign in whole or in part any or all of its rights under this Easement
Agreement to any public and/or private persons or entities as deemed by the Agency [OR CITY]
to be necessary or desirable in order to implement the Redevelopment Project, provided
however, such assignment shall not be effective unless and until the Agency [OR CITY]
Page 139 of 160Easement Agreement
Page 25 of 29
14481193.9
receives LACMTA’s prior written approval for any private persons or entities which approval
shall be provided using reasonable commercial standards, such as credit worthiness and
experience in the field and which approval shall not be unreasonably conditioned, withheld, or
delayed. LACMTA’s consent to any such assignment shall not relieve such assignee of the
obligation to obtain LACMTA’s consent to each subsequent assignment, and any assignment
shall be subject to the assignee assuming all of the assignor’s obligations under this Easement
Agreement.
14.13 Consents. Except as otherwise may be provided in this Easement Agreement,
whenever Agency [OR CITY] or LACMTA is requested to consent to or approve of any matter
with respect to which its consent or approval is required by this Easement Agreement, such
consent or approval, if given, shall be given in writing; and (b) wherever a Party is required to
obtain the consent or approval of the other party, such consent or approval shall not be
unreasonably withheld and shall be given in writing within a reasonable period of time.
14.14 Counterparts. This Easement Agreement may be signed in several counterparts,
each of which shall be deemed an original, and all such counterparts shall constitute one and the
same instrument.
14.15 Time of Essence. Time is of the essence with respect to the performance of each
of the covenants and agreements contained in this Easement Agreement.
14.16 Exhibits. All exhibits referred to in this Easement Agreement are incorporated
herein by reference.
14.17 Other Documents. Each party shall furnish to the other Party, upon request, such
other documents as may be reasonably required in order to carry out the provisions of this
Easement Agreement.
14.18 Estoppel Certificates. LACMTA hereby covenants that, within thirty (30) days
following any written request of Agency [OR CITY], LACMTA will provide Agency [OR
CITY] and/or any Mortgagee an estoppel certificate stating as of the date of such certificate
whether LACMTA knows: (a) of any default under this Easement Agreement, and if there are
known defaults, specifying the nature thereof; (b) whether, to LACMTA’s knowledge, this
Easement Agreement has been assigned, modified or amended in anyway (and if it has, then
stating the nature thereof); and (c) that, to LACMTA’s knowledge, this Easement Agreement is
in full force and effect.
14.19 Non-Liability of Officials and Employees.
a. No member, official, agent, legal counsel or employee of Agency [OR
CITY] shall be personally liable to LACMTA or any of its successors in interest in the event of
any default or breach by Agency [OR CITY] or for any amount which may become due or on
any obligation under the terms of this Easement Agreement.
b. No member, official, agent, legal counsel or employee of LACMTA shall
be personally liable to Agency, City or the owner(s) of the Washington National Project, or any
Page 140 of 160Easement Agreement
Page 26 of 29
14481193.9
of their respective successors in interest, in the event of any default or breach by LACMTA or
for any amount which may become due or on any obligation under the terms of this Easement
Agreement.
14.20 Partial Invalidity. If any term or provision or portion thereof of this Easement
Agreement or the application thereof to any person, entity, or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Easement Agreement, or the application of
such term or provision or portion thereof to persons or entities or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term
and provision of this Easement Agreement shall be valid and be enforced to the fullest extent
permitted by law.
[remainder of page left intentionally blank]
[signatures on following pages]
Page 141 of 160Easement Agreement
Page 27 of 29
14481193.9
LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY
By: _____________________________________
Date:____________________
APPROVED AS TO FORM:
___________________________________
Acting County Counsel
By: _____________________________________
Deputy
[signatures continued on following page]
Page 142 of 160Easement Agreement
Page 28 of 29
14481193.9
CULVER CITY REDEVELOPMENT AGENCY
[IF CITY IS THE PARTY, CHANGE TO CITY SIGNATURE BLOCK]
By: ______________________________________________
_______________ Date:___________________
_______________
APPROVED AS TO FORM:
By: _____________________________________
___________________________________
Agency General Counsel
Page 143 of 160
Easement Agreement
Page 29 of 29
14481193.9
STATE OF CALIFORNIA
COUNTY OF ____________
On _____________________before me, ______________________________________, a
Notary Public, personally appeared ______________________________, who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_______________________________________ (Seal)
STATE OF CALIFORNIA
COUNTY OF ____________
On _____________________before me, ______________________________________, a
Notary Public, personally appeared ______________________________, who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_______________________________________ (Seal)
Page 144 of 160EASEMENT AGREEMENT
EXHIBIT LIST
Exhibit “A” – EXPO Station Drawing
Exhibit “B” – LACMTA Parcel Legal Description
Exhibit “C-1” – Depiction of Triangle Property (Parcel “A” and Parcel “B”)
Exhibit “C-2” – Legal Description of Triangle Property (Parcel “A” and Parcel “B”)
Exhibit “D” – Washington National Project Concept Site Plan
Exhibit “E-1” – Depiction of Easement Area
Exhibit “E-2” – Legal Description of Easement Area
Exhibit “F” – Permitted Paratransit Shuttle Service Area
Exhibit “G” – LACAMTA Deemed Approved Procedure
Exhibit “H” – Illustration of Transit Plaza Use
Exhibit “I” – Insurance Requirements
Page 145 of 160Page 146 of 160
Order No.: 910065529-X49
LEGAL DESCRIPTION
CLTA Preliminary Report Form - Modified (11-17-06)
Page 3
PARCEL 1:
A PORTION OF THE RANCHO RINCON DE LOS BUEYES, PARTLY IN THE CITY OF LOS
ANGELES AND PARTLY IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 1 PAGES 207 AND 208 OF
PATENTS, AS DESCRIBED IN THAT CERTAIN DEED FROM FRANCISCO HIGUERRA TO THE
LOS ANGELES & INDEPENDENCE RAILROAD COMPANY, RECORDED IN BOOK 53 PAGE 522
OF DEEDS, BOUNDED AND PARTICULARLY DESCRIBED AS FOLLOWS:
ALL THE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 3, 1876, FROM FRANCISCO
HIGUERRA TO LOS ANGELES INDEPENDENCE RAILROAD COMPANY, RECORDED JUNE 3,
1876, IN BOOK 47 PAGE 152 OF DEEDS, RECORDS OF SAID COUNTY, AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT SITUATE FIFTY (50) FEET FROM AND BEARING SOUTH 49
DEGREES EAST FROM STATION 327 + 43 OF THE CENTER LINE OF THE LOS ANGELES AND
INDEPENDENCE RAILROAD; THENCE NORTH 82 DEGREES 30' EAST (MAGNETIC) FIFTY (50)
FEET DISTANT FROM AND PARALLEL TO SAID CENTER LINE FOR A DISTANCE OF 9665
FEET TO A POINT ON THE BOUNDARY BETWEEN SAID HIGUERRA AND MRS. AGUILAR;
THENCE NORTHERLY ALONG SAID BOUNDARY LINE BETWEEN SAID HIGUERRA AND
AGUILAR ONE HUNDRED (100) FEET; THENCE SOUTH 82 DEGREES 30' WEST FIFTY (50)
FEET FROM AND PARALLEL TO AFOREMENTIONED CENTER LINE FOR A DISTANCE OF
9665 FEET; THENCE SOUTH 49 DEGREES EAST ONE HUNDRED (100} FEET TO POINT OF
BEGINNING;
BOUNDED ON THE SOUTHWEST BY THE NORTHWESTERLY LINE OF WASHINGTON
STREET (NOW WASHINGTON BOULEVARD), 60 FEET WIDE, AS SHOWN ON THE MAP OF
THE SUBDIVISION OF THE SOUTHERN PORTION OF THE RANCHO RINCON DE LOS
BUEYES, RECORDED IN BOOK 53, PAGE 25 OF MISCELLANEOUS RECORDS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY;
BOUNDED ON THE WEST BY THE EASTERLY LINE OF THE LAND DESCRIBED AS PARCEL 2
IN THE DEED TO THE CITY OF LOS ANGELES, A MUNICIPAL CORPORATION, RECORDED
IN BOOK 12951, PAGE 323, OF OFFICIAL RECORDS;
AND BOUNDED ON THE NORTHWEST BY THE SOUTHEASTERLY LINE OF THE LAND
DESCRIBED IN THE DEED TO THE CITY OF LOS ANGELES, A MUNICIPAL CORPORATION,
RECORDED IN BOOK 4801, PAGE 100 OF OFFICIAL RECORDS.
Page 147 of 160
Order No.: 910065529-X49
LEGAL DESCRIPTION
(continued)
CLTA Preliminary Report Form - Modified (11-17-06)
Page 4
EXCEPT THEREFROM ALL MINERALS AND MINERAL RIGHTS, INTERESTS AND
ROYALTIES, INCLUDING WITHOUT LIMITATION, ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS OF
WHATEVER KIND OR CHARACTER, WHETHER NOW KNOWN OR HEREAFTER
DISCOVERED, IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET UNDER THE
SURFACE WITHOUT REGARD TO THE MANNER IN WHICH THE SAME MAY BE PRODUCED
OR EXTRACTED FROM THE LAND, BUT WITHOUT ANY RIGHT TO ENTER UPON OR
THROUGH THE SURFACE DOWN TO 500 FEET BELOW THE SURFACE TO EXTRACT, DRILL,
EXPLORE OR OTHERWISE EXPLOIT SUCH MINERALS OR MINERAL RIGHTS AND WITHOUT
ANY RIGHT TO REMOVE OR IMPAIR LATERAL OR SUBJACENT SUPPORT, AS RESERVED
BY SOUTHERN PACIFIC TRANSPORTATION COMPANY, A DELAWARE CORPORATION, IN
DEED RECORDED JANUARY 15, 1991 AS INSTRUMENT NO. 91-63428, OF OFFICIAL
RECORDS.
PARCEL 2:
A PORTION OF THAT PART OF RANCHO RINCON DE LOS BUEYES, PROPERTY OF
CLEMENTE C. DE CORONEL, PARTLY IN THE CITY OF LOS ANGELES AND PARTLY IN THE
CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 13 PAGE 18 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN DEED FROM
CLEMENTA CRUZ DE CORONEL, WIFE OF MANUEL CORONEL, TO LOS ANGELES &
INDEPENDENCE RAILROAD COMPANY, RECORDED IN BOOK 53 PAGE 535 OF DEEDS,
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ONE HUNDRED (100) FEET NORTHERLY FROM ENGINEER
STATION 379 + 50 OF THE LOS ANGELES & INDEPENDENCE RAILROAD (NOW THE S.P.R.R.)
AT THE POINT WHERE SAID RAILROAD CROSSES WASHINGTON STREET, AS SHOWN ON
MAP OF A PORTION OF SAID RANCHO RINCON DE LOS BUEYES, RECORDED IN BOOK 13,
PAGE 18, OF MISCELLANEOUS RECORDS; THENCE WESTERLY PARALLEL WITH AND ONE
HUNDRED (100) FEET FROM THE CENTER LINE OF THE S.P.R.R. CO. RIGHT OF WAY NINE
HUNDRED FIFTY (950) FEET TO A POINT OPPOSITE STATION 370 OF SAID RAILROAD;
THENCE AT RIGHT ANGLES SOUTHERLY FIFTY (50) FEET TO THE NORTHERLY LINE OF
THE RIGHT OF WAY OF SAID RAILROAD COMPANY; THENCE EASTERLY ALONG SAID
NORTHERLY LINE NINE HUNDRED FIFTY (950) FEET TO A POINT OPPOSITE STATION 379 +
50; THENCE NORTHERLY FIFTY (50) FEET TO THE POINT OF BEGINNING.
EXCEPT THEREFROM THAT PORTION, IF ANY, INCLUDED IN THE LINES OF WASHINGTON
STREET.
Page 148 of 160
Order No.: 910065529-X49
LEGAL DESCRIPTION
(continued)
CLTA Preliminary Report Form - Modified (11-17-06)
Page 5
ALSO EXCEPT THEREFROM ALL MINERALS AND MINERAL RIGHTS, INTERESTS AND
ROYALTIES, INCLUDING WITHOUT LIMITATION, ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS OF
WHATEVER KIND OR CHARACTER, WHETHER NOW KNOWN OR HEREAFTER
DISCOVERED, IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET UNDER THE
SURFACE WITHOUT REGARD TO THE MANNER IN WHICH THE SAME MAY BE PRODUCED
OR EXTRACTED FROM THE LAND, BUT WITHOUT ANY RIGHT TO ENTER UPON OR
THROUGH THE SURFACE DOWN TO 500 FEET BELOW THE SURFACE TO EXTRACT, DRILL,
EXPLORE OR OTHERWISE EXPLOIT SUCH MINERALS OR MINERAL RIGHTS AND WITHOUT
ANY RIGHT TO REMOVE OR IMPAIR LATERAL OR SUBJACENT SUPPORT, AS RESERVED
BY SOUTHERN PACIFIC TRANSPORTATION COMPANY, A DELAWARE CORPORATION, IN
DEED RECORDED JANUARY 15, 1991 AS INSTRUMENT NO. 91-63428, OF OFFICIAL
RECORDS.
END OF LEGAL DESCRIPTION
Page 149 of 160! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! !
! ! ! ! ! ! ! ! ! ! ! !
! ! ! !
! ! ! ! ! ! ! !
VENICE BLVD
NATIONAL BLVD
WASHINGTON BLVD
ROBERTSON BLVD
PROJECT SITE
WASHINGTON NATIONAL TRIANGLE PROPERTY
o
0 100 200 50
Feet
METRO ROW
CITY OF LOS ANGELES
CITY OF CULVER CITY
WASHINGTON NATIONAL
Page 150 of 160Parcel A (City of Los Angeles)
Legal Descriptions Washington-National Project Site
Real property in the City of Los Angeles, the City of Culver City, and partly in the Cities
of Los Angeles and Culver City, County of Los Angeles, State of California, described
as follows:
APN:
4312-014-057, 4312-014-004, 4312-014-005, 4312-014-006, 4312-014-054, 4312-014-
055, 4312-014-052, 4312-014-011, 4312-014-012, 4312-014-013, 4312-014-014, 4312-
014-020, 4312-014-021, 4312-014-022, 4312-014-023, 4312-014-024, 4312-014-059,
4312-014-027, 4312-014-058, 4312-014-029, 4312-014-030, 4312-014-031, 4312-014-
038, 4312-014-039, 4312-014-040, 4312-014-041, 4312-014-042, 4312-014-053, 4312-
014-046, 4312-014-047, 4312-014-048.
Lots 1, 2, 3, 4, 5, 6, 16, 17 and 18 in the City of Los Angeles, County of Los Angeles,
and lots 19 and 20, partly in the Cities of Los Angeles and Culver City, County of Los
Angeles, and lots 7, 8, 9, 11, 12, 13, 14, 15, 21, 22, 23, 24, 25, 26, 27, 37, 38, 39, 28,
29, 30, 31, 36, 32, 33, 34, 35, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, all in the
City of Culver City, County of Los Angeles, and that part of lot 52 in the City of Culver
City, County of Los Angeles, all in Tract 5461, as per Map recorded in Book 57 Page 76
of Maps, in the Office of the County Recorder of said County.
Page 151 of 160Parcel B (City of Culver City)
Legal Descriptions Washington-National Project Site
Real property in the City of Culver City, and partly in the Cities of Los Angeles and
Culver City, County of Los Angeles, State of California, described as follows:
APN:
4312-014-020, 4312-014-021, 4312-014-022, 4312-014-023, 4312-014-024, 4312-014-
059, 4312-014-027, 4312-014-058, 4312-014-029, 4312-014-030, 4312-014-031, 4312-
014-038, 4312-014-039, 4312-014-040, 4312-014-041, 4312-014-042, 4312-014-053,
4312-014-046, 4312-014-047, 4312-014-048.
Lots 21, 22, 23, 24, 25, 26, 27, 37, 38, 39, 28, 29, 30, 31, 36, 32, 33, 34, 35, 40, 41, 42,
43, 44, 45, 46, 47, 48, 49, 50, 51, all in the City of Culver City, County of Los Angeles,
and that part of lot 52 in the City of Culver City, County of Los Angeles, all in Tract
5461, as per Map recorded in Book 57 Page 76 of Maps, in the Office of the County
Recorder of said County.
Page 152 of 160Open Space
CONCEPT SITE PLAN
LRT
Venice Boulevard
National Boulevard
Drive Access
Drive
Access
Washington Boulevard
Transit Plaza
Retail Edge
Page 153 of 160Page 154 of 160Page 155 of 160Page 156 of 160(Triangle Site)
Paratransit
Drop off
EXHIBIT I
Permitted Paratransit Shuttle Service Area
Page 157 of 160Page 158 of 160Page 159 of 160(Triangle Site)
WASHINGTON NATIONAL ILLUSTRATIVE CONCEPT PLAN
FOR TRANSIT PLAZA
Page 160 of 160