City of Culver City, California
Agenda Item Report
Meeting Date: 12/13/10 Item Number: A-1
REDEVELOPMENT AGENCY BOARD AGENDA ITEM: Approval of (1) an Exclusive
Negotiation Agreement and (2) a License Agreement Between the Culver City
Redevelopment Agency and the Los Angeles Housing Partnership
Contact Person/Dept.: Tevis Barnes,
Community Development
Phone Number: (310) 253-5782
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [X] Attachments: [X]
Commission Action Required: Yes [] No [X] Date: _______________
Public Notification: (E-mail) Meeting and Agendas – Redevelopment Agency
(12/09/10);Los Angeles Housing Partnership (11/15/10)
Department Approval:
Sol Blumenfeld: (12/1/10)
Agency General Counsel Approval:
Murray Kane: (12/02/10)
Chief Financial Officer Approval:
Jeff Muir (by N. Kimball) (12/08/10)
Executive Director Approval:
John M. Nachbar (12/09/10)
RECOMMENDATION
Staff recommends that the Culver City Redevelopment Agency Board (Agency Board):
1. Approve an Exclusive Negotiation Agreement (ENA) with the Los Angeles Housing
Partnership (Developer) related to a proposed Disposition and Development
Agreement (DDA) for the construction of 33 affordable housing units with 13,000
square feet of commercial retail located at 11042-11056 West Washington
Boulevard (Site); and,
2. Approve a License Agreement between the Developer and the Redevelopment
Agency to allow the Developer the opportunity to conduct due diligence on the
Agency-owned property located at 11054-11056 West Washington Boulevard
(Agency Property).
BACKGROUND
The Agency Board previously approved implementation of years 1 and 2 of the
Comprehensive Housing Strategy (CHS). The CHS identifies housing sites and
development costs to allocate monies from the Housing Set Aside Fund in order to
meet housing production requirements under the Regional Housing Needs
Assessment (RHNA) and to comply with Redevelopment Law. The Agency Property
is one of three sites identified under Years 1-2 of the CHS.|1010|
City of Culver City, California
Agenda Item Report
Proposed Project
The Developer submitted an unsolicited proposal dated May 10, 2010, for acquisition
and development of 33 units of affordable rental housing for low and moderate income
households (Proposed Project). The 3 story (38 feet in height) proposed mixed-use
project will consist of approximately 13,000 square feet of commercial retail space and
2 levels of on-site parking with 111 spaces.
Community Outreach
On July 26, 2010, the Agency Board recommended that the Developer conduct
preliminary public outreach meetings before providing negotiating instructions. The
Developer conducted neighborhood meetings on September 16 and October 13,
2010. In addition, the Developer conducted tours of its projects with Community
Development (CDD) staff on September 17, 2010 and residents and Agency Board
members on November 19, 2010, and reviewed the project with the Advisory
Committee on Redevelopment (ACOR).
DISCUSSION:
Exclusive Negotiation Agreement
The Agency Board instructed staff to negotiate and prepare an ENA on November 1,
2010. The Developer is seeking to enter into an ENA with the Agency in order to
negotiate specific deal points related to the disposition and development of the Site.
The Developer is currently in escrow to acquire a parcel abutting the Site at 11042
West Washington Boulevard. And escrow is scheduled to close on December 27,
2010. ENA deal points identified by staff include: land sale price; timing for
negotiations/construction; project operations/management; definition of acceptable
commercial tenants, and offsite improvements. Staff proposed that the Agency and
Developer enter a 120-day ENA to diligently negotiate, in good faith, the preparation of
a DDA for the Agency Board’s consideration. The key general terms and provisions of
the ENA are set forth below to negotiate a DDA.
• Monthly Status Reports. The Developer shall provide monthly status reports to
the Agency. These reports shall include status reports regarding progress
associated with the Schedule of Performance and the Developer’s efforts to
secure quality retail tenants for the Proposed Project.
• Financial Analysis. The Developer shall provide the Agency, for its review, a
schedule of the construction proposed and an estimate of the development
costs including construction and non-construction costs; an estimate of the
development income and a proforma statement of the development to ascertain
the economic feasibility of the proposed project; and a description of the City of Culver City, California
Agenda Item Report
proposed construction financing, plans for the permanent financing, and any
financial assistance requested of the Agency.
• Submittal and Review of Conceptual Plans. The Developer shall submit to the
Agency conceptual plans for the development of the entire Site. The
conceptual plans shall be consistent with conceptual plans submitted by the
Developer to the Agency in its unsolicited proposal dated May 10, 2010. The
Agency staff and Agency Board shall review and comment on the conceptual
plans. The conceptual plans may include modifications to the site or
surrounding improvements to address neighborhood or Agency concerns.
• Entitlement Process. The Developer shall submit to the City’s Planning
Division plans necessary to commence any required Site Plan Review
application and environmental review for the entire Site and the Proposed
Project.
• California Environmental Quality Act (CEQA) Compliance. The Developer shall
supply information to determine the environmental impact of the Proposed
Project and prepare documentation as may be needed to comply with CEQA.
• Community Meetings. The Developer shall continue to conduct community
meetings to identify and attempt to resolve potential concerns regarding the
Proposed Project and agrees to conduct and/or participate in such meetings as
deemed necessary by the Agency. In addition, the Developer shall meet with
the Advisory Committee on Redevelopment as needed to identify and resolve
any project design and impact issues.
• Relocation Obligations. The Developer shall comply with the requirements of
all relocation laws applicable to the Developer’s acquisition of the Site and
development of the Proposed Project, including, but not limited to: the Uniform
Relocation Act and the California Relocation Assistance Act, and shall comply
with related tenant notice requirements and shall provide the Agency with
copies of all notices to tenants.
• DDA Process. The Agency shall conduct any required CEQA review and
process and approve or disapprove a DDA. If the negotiations conducted
under the ENA culminate in a draft DDA, such an agreement becomes effective
only after it is considered and approved by the Agency Board and City Council
after public hearing.
• Agency’s Right to Additional Information. The Agency reserves the right to
request reasonable additional information and data from the Developer
necessary for review and evaluation of the Site and the Proposed Project. The
Developer agrees to provide such additional information or data as requested in
a timely manner.
• Hazardous Materials and Site Conditions. The Developer shall be solely
responsible for all necessary testing of the Site for hazardous materials
pursuant to all applicable laws, statutes, rules and regulations. The Developer
shall also be responsible for making the Site usable for the Proposed Project as City of Culver City, California
Agenda Item Report
a result of any Site conditions including, without limitation, flood zones, Alquist-
Priolo Earthquake Fault Zoning Act, and similar matters.
• Developer’s Due Diligence. Developer shall have the right to examine, inspect
and investigate the Agency Property and to determine whether the Agency
Property is acceptable to Developer, which right of Developer is subject to and
conditioned upon the terms and provisions of the License Agreement.
• Agency and City Not Responsible for Costs. The Agency and the City shall not
be liable for any costs and expenses associated with the preparation of any
reports to be prepared by the Developer or the planning or development of the
Site pursuant to or arising from this Agreement.
License Agreement
As stated as a term of the ENA, the Developer shall inspect and investigate the
Agency property to determine suitability for the development of the Proposed Project.
The License Agreement allows the Developer to enter onto the Agency Property to
conduct tests and prepare reports related to hazardous material and site conditions.
These reports are required to be submitted for Agency’s review and at the Developer’s
expense. Should the Agency Board approve the proposed ENA and License
Agreement, both documents would be executed contemporaneously with the License
Agreement automatically expiring 90 days after the effective date of the ENA. The
execution of the License Agreement provides no legal title or interest in the Agency
Property to the Developer.
Agency Board approval of the ENA and License Agreement does not constitute
project approval. Such approval, if provided, would only be considered by the Agency
Board and the City Council after many other steps have been taken, including
outreach to the community.
FISCAL ANALYSIS:
It is estimated that the amount of Agency financial assistance for a 33 unit project
ranges from $10.5 million to $15 million, depending on the mix of affordable units
provided in the Proposed Project. This amount includes the $4.4 million in land
assembly costs already incurred by the Agency were funded from unrestricted tax
increment funds, of which a portion may be reimbursed by available Low Moderate
Income Housing Funds as part of any assistance package that may be considered by
the Agency Board in the future.
In the event the Agency determines that certain public improvements related to the
project are necessary, these costs could also be borne by the Agency using tax
exempt bond funds.
In general, the Agency’s financial assistance varies because tax credits are being
pursued. Other sources of financing include Agency Housing Funds, a conventional City of Culver City, California
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mortgage, a grant from the Federal Home Loan Bank of San Francisco Affordable
Housing Program (AHP) and Low Income Housing Tax Credits (LIHTC). As
mentioned above, part of the negotiation process will involve the Developer
determining what, if any, Agency financial assistance will be requested. Any financial
assistance provided will be determined by the Agency Board during an open session
of the Agency Board.
The Housing Set Aside Fund cash flow over the next five fiscal years can support the
Proposed Project at the higher requested amount of $10.6 million if the contribution is
evenly divided at $5.3 million in Fiscal Years 2011/2012 and 2012/2013. The
proposed project will require various City and Agency approvals and extensive
outreach to the surrounding neighborhood. This means that funding may not be
required until Fiscal Year 2011/2012.
ATTACHMENTS:
1. Exclusive Negotiation Agreement
2. License Agreement
MOTION:
That the Redevelopment Agency Board:
1. Approve the Exclusive Negotiation Agreement with the Los Angeles Housing
Partnership for preparation of a Disposition and Development Agreement for the
development of 11042-11056 West Washington Boulevard; and,
2. Approve a License Agreement with the Los Angeles Housing Partnership to
perform due diligence on the Agency-owned site located at 11054-11056 West
Washington Bouelvard; and,
3. Authorize the Agency General Counsel to review/prepare the necessary
documents; and,
4. Authorize the Executive Director to execute such documents on behalf of the
Agency.
|1010| Years 1 and 2 of the CHS detail three Agency owned sites for development. These
sites include: 4044-4068 Globe Avenue, 4075 Lafayette and 11054-11056
Washington Boulevard. On July 26, 2010, the Agency Board approved financial
assistance in the amount of $6 million for the development of twelve affordable
housing units located at 4043 Irving Place. The Irving Place Project replaces the 4075
Lafayette site. On November 22, 2010, the Agency Board approved the solicitation of
qualified developers through a Request for Proposal (RFP) process for the
development of up to 12 affordable ownership units at 4044-4068 Globe Avenue.
MEETING DATE: 12.13.10
AGENDA ITEM: Approval Exclusive Negotiation Agreement and License
Agreement Between the Culver City Redevelopment
Agency and Los Angeles Housing Partnership
ATTACHMENTS
Pages
1. Exclusive Negotiation Agreement 1-26
2. License Agreement 27-36
Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
Page 1 of 19
Exclusive Negotiation Agreement - Tilden Terrace v3
EXCLUSIVE NEGOTIATION AGREEMENT
BY AND BETWEEN
THE CULVER CITY REDEVELOPMENT AGENCY
AND
LOS ANGELES HOUSING PARTNERSHIP
(11042-11056 West Washington Boulevard)
THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is made and entered
into this ___ day of December, 2010 (“Effective Date”), by and between the CULVER CITY
REDEVELOPMENT AGENCY, a public body, corporate and politic (“Agency”) and LOS
ANGELES HOUSING PARTNERSHIP, INC., a California non-profit public benefit corporation
(“Developer”), individually referred to herein as the “Party” and collectively referred to herein as
the “Parties”, with reference to the following:
RECITALS
WHEREAS, the Agency and the Developer desire to enter into negotiations concerning
the development of certain land (defined below as the “Site”) in furtherance of the goals and
objectives of the Redevelopment Plan (“Redevelopment Plan”) for the Culver City
Redevelopment Project Area (“Project Area”), as adopted and amended by ordinances of the
City Council of the City of Culver City (“City”) and incorporated herein by this reference, and
the Community Redevelopment Law of the State of California (“Community Redevelopment
Law”, set forth at California Health and Safety Code §§33000, et seq.); and
WHEREAS, the Developer is in escrow to purchase the property located at 11042-11052
West Washington Boulevard (the “Lloyd Property”) and the Agency holds fee title to the
property located at 11054-11056 West Washington Boulevard (the “Agency Property”,
collectively with the Lloyd Property referred to herein as the “Site”).
WHEREAS, the Developer submitted to the Agency a development proposal dated May
10, 2010 for acquisition and development of the Site as thirty-three (33) units of affordable rental
housing for very low and low income households, approximately 13,000 square feet of ground
floor retail, office, and community space and two levels of on-site parking (with one level on
grade and one level of subterranean) with 111 spaces; and
WHEREAS, the Parties recognize and acknowledge the purpose of this Agreement is to
seek to negotiate the terms of a Disposition and Development Agreement (“DDA”) which will
accomplish the objectives described in this Agreement.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES
CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION,
THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY EACH OF THE
PARTIES HERETO, THE PARTIES HERETO AGREE AS FOLLOWS:
ATTACHMENT 1
1
Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
Page 2 of 19
Exclusive Negotiation Agreement - Tilden Terrace v3
Section 1. RECITALS
The Recitals set forth above are hereby incorporated into this Agreement by this
reference, as though fully set forth herein.
Section 2. THE SITE
The Site is composed of the Lloyd Property located at 11042-11052 West Washington
Boulevard in the City of Culver City, legally described in the Legal Description attached hereto
as Exhibit “A” and incorporated herein by this reference, and the Agency Property located at
11054-11056 West Washington Boulevard in the City of Culver City, legally described in the
Legal Description attached hereto as Exhibit “B” and incorporated herein by this reference. The
Site is located within the Project Area and is depicted on the Site Map attached hereto as Exhibit
“C” and incorporated herein by this reference.
Section 3. PURPOSE OF AGREEMENT
A The purpose of this Agreement is to provide for the negotiation by the
Parties of a DDA, which shall take into consideration, among other items, each of the following:
(i) The Developer’s acquisition of the Lloyd Property and the
disposition of the Agency Property to the Developer for redevelopment of the
Site, in accordance with the Redevelopment Plan, with thirty-three (33) units of
affordable rental housing (“Rental Housing”), approximately 13,000 square feet
of ground floor space to be used as commercial retail, office and/or community
space (“Ground Floor Space”) and approximately 111 onsite parking spaces,
including at least thirty-eight (38) retail parking spaces (“Proposed Project”). The
Proposed Project will be three stories (plus subterranean parking) with a
maximum height of 38 feet and will include the following resident amenities:
landscaped courtyards, a cyber library and community room to be available for
use by residents of the surrounding neighborhood, a laundry room, and a rooftop
community garden (for residents of the Project). The commercial retail space will
be located at ground level along Washington Boulevard and will consist of retail
uses approved by the Agency. The Proposed Project will be consistent with the
description set forth in this Section 3(A)(i) and that certain Proposal dated May
10, 2010, submitted by the Developer to the Agency for the Proposed Project, and
incorporated herein by this reference, subject to changes or revisions to the
Proposed Project as agreed to by the Developer and the Agency. The proposed
Rental Housing must satisfy the requirements for LEED Silver certification, at a
minimum.
(ii) The coordination of the planning, design and construction of the
Proposed Project to provide affordable housing for very low and low income
households, to revitalize the Project Area, to maximize the Proposed Project’s
compatibility with the abutting and adjacent uses, and to minimize environmental,
traffic and other impacts on the abutting and adjacent uses.
ATTACHMENT 1
2
Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
Page 3 of 19
Exclusive Negotiation Agreement - Tilden Terrace v3
(iii) For Developer to be solely responsible for all development costs of
the Proposed Project (subject to the receipt of the Agency assistance contemplated
herein). Neither the Agency or the City, nor any of their officers, employees or
agents have provided any direct or indirect information which in any way would
indicate that the Proposed Project is or is not subject to the State of California’s
prevailing wage requirements. The Agency shall not impose any prevailing wage
requirements on the Proposed Project to the extent not otherwise required by
applicable State or Federal law).
(iv) Financial consideration to the Agency for conveyance of fee title
ownership of the Agency Property to the Developer for purposes of
redevelopment as affordable housing for very low and low income households
pursuant to, and in accordance with, the Community Redevelopment Law.
(v) Such other provisions regarding the participation and
responsibilities of the Developer and the Agency deemed necessary or advisable
by the Agency and/or the City to further the purpose of developing the Proposed
Project, revitalizing the Project Area, and meeting all applicable legal
requirements.
B By entering into this Agreement, the Parties’ goal is to provide a Proposed
Project which implements the Redevelopment Plan, the City’s General Plan and the
Comprehensive Housing Strategy, meets the objective of providing affordable housing for very
low and low income households, and complements the redevelopment activities already begun in
the West Washington area.
C Notwithstanding any provisions of this Agreement, the Developer
acknowledges and agrees that nothing in this Agreement shall obligate the Agency to approve a
DDA or the Proposed Project or shall otherwise expressly or impliedly obligate the Agency to
sell any property or interests therein. The Developer further acknowledges and agrees that the
approval of this Agreement and a DDA and the participation in any portion of the Proposed
Project by the Agency shall be in the sole and absolute discretion of the Agency. The Developer
further acknowledges and agrees that this Agreement does not confer upon the Developer the
right to have a DDA, the Proposed Project or any portion of the Proposed Project approved by
the Agency or by the City of Culver City. The Parties in no way intend for this Agreement to
waive or restrict the Agency’s and the City of Culver City’s exercise of their independent,
discretionary judgment with regard to a DDA and any and all portions of the Proposed Project.
Section 4. EXCLUSIVE RIGHT TO NEGOTIATE
A The Agency hereby grants to the Developer and the Developer hereby
accepts this Agreement for a period of One Hundred Twenty (120) calendar days, commencing
on the date this Agreement is signed on behalf of the Agency, and continuing in full force and
effect until the earlier of (i) expiration or earlier termination of this Agreement pursuant to
Sections 8 or 9 of this Agreement and (ii) the date that a DDA for the Proposed Project is
approved or disapproved by the Agency Board and the City Council (“Term”).
ATTACHMENT 1
3
Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
Page 4 of 19
Exclusive Negotiation Agreement - Tilden Terrace v3
B Subject to earlier termination pursuant to Sections 8 or 9 of this
Agreement, this Agreement shall remain in effect for the Term so long as Developer has not
breached this Agreement.
C The Agency and the Developer agree, so long as this Agreement is
effective and for the period set forth in this Section 4 of the Agreement, to negotiate diligently
and in good faith to prepare a DDA to be entered into by the Agency and the Developer with
regard to the objectives described above and the purposes of this Agreement. During the Term,
the Agency agrees not to negotiate for the acquisition, financing and/or development of the Site,
or any portion thereof, with any party other than the Developer, or approve or conduct a public
hearing for any other acquisition, financing and/or development of the Site, or any portion
thereof.
D Subject to the reasonable approval of the Agency Executive Director or
designee, the Term may be extended one or more additional times for a period not to exceed an
aggregate of an additional Ninety (90) calendar days upon the request of the Developer.
E If the Developer requests an additional extension of the Term of this
Agreement beyond the extension described in Section 4.D., then any such extension shall be
granted, if at all, in the sole and absolute discretion of the Agency Executive Director or designee
and only if the Developer agrees to reimburse the Agency and City for all reasonable costs and
expenses for staff and consultant time expended on the negotiation and preparation of the DDA
during such extended term.
F If, upon the expiration of the Term of this Agreement, the Parties have not
each approved and executed a DDA, then this Agreement shall automatically terminate and the
Developer shall have no further rights regarding the subject matter of this Agreement or all or
any part of the Agency Property and the Agency shall be free to negotiate with any other persons
or entities with regard to all or any part of the Site.
Section 5. TERMS
A The Agency and the Developer hereby agree to comply with each of the
following in accordance, as applicable, with the timing described below and the Schedule of
Performance attached hereto as Exhibit “C” and incorporated herein:
(i) Monthly Status Reports. On or before the tenth (10th) day of each
month starting with the first full month after the effective date of this Agreement,
the Developer shall provide monthly status reports to the Agency Assistant
Executive Director in a format reasonably requested by the Assistant Executive
Director. These reports, at a minimum, shall include status reports regarding
progress associated with the Schedule of Performance, identification of the issues
and concerns raised by community residents, organizations, businesses and
property owners and the Developer’s progress in resolving those issues and
concerns, and the Developer’s efforts to secure quality retail tenants for the
Proposed Project.
ATTACHMENT 1
4
Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
Page 5 of 19
Exclusive Negotiation Agreement - Tilden Terrace v3
(ii) Financial Analysis. Developer shall provide the Agency with a
detailed financial analysis for the Proposed Project containing matters typically
contained in such analyses, including without limitation, a detailed development
cost budget, proposed rents and a detailed operating income and expense estimate.
The financial analysis will be used to evidence the financial feasibility of the
Proposed Project and to assist in the negotiation of terms regarding the financing
of the Proposed Project. The analysis shall describe the proposed amount and
uses of any financial assistance requested to be provided by the Agency. The
Agency staff shall use reasonable efforts to review and comment on the Financial
Analysis in a timely manner.
(iii) Submittal and Review of Conceptual Plans. The Developer shall
submit to the Agency conceptual plans for the development of the entire Site
(“Conceptual Plans”). The Conceptual Plans shall be consistent with those certain
conceptual plans prepared by The Albert Group Architects, submitted by the
Developer to the Agency for the Proposed Project, and hereby incorporated herein
by this reference, subject to changes to the conceptual plans as agreed upon by the
Agency. The Agency staff and Agency Board shall use reasonable efforts to
review and comment on the Conceptual Plans in a timely manner.
(iv) City’s Planning Process. The Developer, at its sole cost and
expense, shall submit to the City’s Planning Division such plans as are necessary
to conduct the review for the Proposed Project that the Planning Division and the
Assistant Agency Executive Director determine must be completed prior to the
submittal of the DDA for Agency Board and City Council approval. Such plans
shall be for the entire Site and Proposed Project. The Developer shall be solely
responsible for paying any and all costs and expenses associated with Developer’s
preparation of such plans and with the review and processing of the plans by the
City and the Agency. The Agency (as owner of the Agency Property) at no
material cost thereto, shall reasonably cooperate with the Developer in processing
the plans, including, without limitation, execution of all necessary applications to
the City.
(v) CEQA Compliance. The Developer, at its sole cost and expense,
shall be responsible for compliance with CEQA in connection with the
development of the Site and the Proposed Project. The Developer shall be solely
responsible for paying any and all costs and expenses associated with the
Agency’s compliance with applicable CEQA requirements (including, without
limitation, any required Environmental Impact Report and/or other required
environmental documents). The Developer shall cooperate fully and in a timely
manner to requests for information from the Agency and any of the Agency’s
consultants. The Agency (as the owner of the Agency Property) at no material
cost thereto, shall reasonably cooperate with the Developer in processing CEQA
analysis, including, without limitation, execution of all necessary applications
therefor.
ATTACHMENT 1
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Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
Page 6 of 19
Exclusive Negotiation Agreement - Tilden Terrace v3
(vi) Community Meetings. The Developer shall continue to conduct
community meetings to identify and attempt to resolve potential concerns
regarding the Proposed Project and agrees to conduct and/or participate in not
more than three (3) such meetings as shown in the Schedule of Performance
attached as Exhibit “D”, commencing promptly after the Agency’s execution of
this Agreement. In addition, the Developer shall meet with the Advisory
Committee on Redevelopment as needed to identify and resolve project design
and impact issues.
(vii) Relocation Obligations. Upon the Developer’s acquisition of the
Lloyd Property, the Developer, at its sole cost and expense, shall comply with the
requirements of all relocation laws applicable to such acquisition for development
of the Proposed Project, including, but not limited to, the Uniform Relocation Act
and the California Relocation Assistance Act, and shall comply with related
tenant notice requirements and shall provide the Agency with true and correct
copies of such notices to tenants, if any. Developer shall also retain all required
records and the originals and/or copies of any tenant notices in its files as
mandated by applicable law.
(viii) DDA Process. In accordance with this Agreement, the Agency
shall conduct any required CEQA review and process and approve or disapprove
a DDA. If the negotiations hereunder culminate in a DDA, such an agreement
becomes effective only after and if a DDA has been considered and approved by
the Agency and City Council after public hearing. The Agency shall reasonably
cooperate with the Developer in order to enable the Developer to meet its
deadlines (including, without limitation, using reasonable efforts to make Agency
staff and consultants available as reasonably needed to allow the Agency to timely
perform its obligations under this Agreement); however, neither the Agency or the
City is obligated to expedite any reviews, approvals, notices, meetings or other
matters, and nothing contained in this Agreement shall be construed to limit the
Agency’s and City’s discretion in their activities in connection with the Proposed
Project.
(ix) Agency’s Right to Additional Information. The Agency reserves
the right, during the Term of this Agreement, to request reasonable additional
information and data from the Developer necessary for review and evaluation of
the Site and the Proposed Project, provided, however, Developer shall not be
obligated to provide any information or data not obtained by the Developer in the
course of its review and evaluation of the Project. The Developer agrees to
provide such additional information or data as requested in a timely manner. All
information regarding the Developer’s business practice which may be provided
to the Agency shall remain confidential to the extent permissible by law
including, without limitation, the California Public Records Act. If the Agency at
the request of the Developer is required to defend an action under the California
Public Records Act with regard to a request for disclosure of any of the
documents or reports related to the Project, Developer agrees to defend and
ATTACHMENT 1
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Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
Page 7 of 19
Exclusive Negotiation Agreement - Tilden Terrace v3
indemnify the Agency and City from all costs and expenses of such defense,
including reasonable attorneys fees of the Agency and City or attorneys fees
awarded by a court arising out of such action.
(x) Hazardous Materials and Site Conditions. The Developer shall be
solely responsible for all necessary testing of the Site for hazardous materials
pursuant to all applicable laws, statutes, rules and regulations. As between the
Agency and the Developer, upon the Developer’s acquisition of the Site in its
entirety, the Developer shall also be responsible for making the Site usable for the
Proposed Project as a result of any Site conditions including, without limitation,
flood zones, Alquist-Priolo Earthquake Fault Zoning Act, and similar matters.
For purposes of this Agreement, “hazardous materials” shall mean asbestos;
polychlorinated biphenyls (whether or not highly chlorinated); radon gas;
radioactive materials; explosives; chemicals known to cause cancer or
reproductive toxicity; hazardous waste, toxic substances or related materials;
petroleum and petroleum product, including, but not limited to, gasoline and
diesel fuel; those substances defined as a "Hazardous Substance", as defined by
Section 9601 of the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. 9601, et seq., or as “Hazardous Waste” as
defined by Section 6903 of the Resource Conservation and Recovery Act, 42
U.S.C. 6901, et seq.; an “Extremely Hazardous Waste,” a “Hazardous Waste” or a
“Restricted Hazardous Waste,” as defined by The Hazardous Waste Control Law
under Section 25115, 25117 or 25122.7 of the California Health and Safety Code,
or is listed or identified pursuant to Section 25140 of the California Health and
Safety Code; a “Hazardous Material”, “Hazardous Substance,” “Hazardous
Waste” or “Toxic Air Contaminant” as defined by the California Hazardous
Substance Account Act, laws pertaining to the underground storage of hazardous
substances, hazardous materials release response plans, or the California Clean
Air Act under Sections 25316, 25281, 25501, 25501.1 or 39655 of the California
Health and Safety Code; “Oil” or a “Hazardous Substance” listed or identified
pursuant to 311 of the Federal Water Pollution Control Act, 33 U.S.C. 1321; a
“Hazardous Waste,” “Extremely Hazardous Waste” or an “Acutely Hazardous
Waste” listed or defined pursuant to Chapter 11 of Title 22 of the California Code
of Regulations Sections 66261.1 through 66261.126; chemicals listed by the State
of California under Proposition 65 Safe Drinking Water and Toxic Enforcement
Act of 1986 as a chemical known by the State to cause cancer or reproductive
toxicity pursuant to Section 25249.8 of the California Health and Safety Code; a
material which due to its characteristics or interaction with one or more other
substances, chemical compounds, or mixtures, materially damages or threatens to
materially damage, health, safety, or the environment, or is required by any law or
public agency to be remediated, including remediation which such law or
government agency requires in order for the Site to be put to the purpose proposed
by this Agreement; any material whose presence would require remediation
pursuant to the guidelines set forth in the State of California Leaking
Underground Fuel Tank Field Manual, whether or not the presence of such
material resulted from a leaking underground fuel tank; pesticides regulated under
ATTACHMENT 1
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Exclusive Negotiation Agreement
(11042-11056 West Washington Boulevard)
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the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 et seq.;
asbestos, PCBs, and other substances regulated under the Toxic Substances
Control Act, 15 U.S.C. 2601 et seq.; any radioactive material including, without
limitation, any “source material,” “special nuclear material,” “by-product
material,” “low-level wastes,” “high-level radioactive waste,” “spent nuclear fuel”
or “transuranic waste” and any other radioactive materials or radioactive wastes,
however produced, regulated under the Atomic Energy Act, 42 U.S.C. 2011 et
seq., the Nuclear Waste Policy Act, 42 U.S.C. 10101 et seq., or pursuant to the
California Radiation Control Law, California Health and Safety Code, Sections
25800 et seq.; hazardous substances regulated under the Occupational Safety and
Health Act, 29 U.S.C. 651 et seq., or the California Occupational Safety and
Health Act, California Labor Code, Sections 6300 et seq.; and/or regulated under
the Clean Air Act, 42 U.S.C. 7401 et seq. or pursuant to The California Clean Air
Act, Sections 3900 et seq. of the California Health and Safety Code. Any studies
and reports generated by the Developer’s testing for hazardous materials shall be
made available to the Agency without representation or warranty upon the
Agency’s request, except to the extent such studies and reports are protected by
the attorney-client privilege. The Agency will deliver to the Developer all reports
within its possession or under its control regarding Hazardous Materials relating
to the Agency Property.
(xi) Developer’s Due Diligence. During the Term of this Agreement,
Developer shall have the right to examine, inspect and investigate the Agency
Property and to determine whether the Agency Property is acceptable to
Developer, which right of Developer is subject to and conditioned upon the terms
and provisions of the License Agreement attached hereto as Exhibit E,
incorporated herein by this reference.
(xii) Agency and City Not Responsible for Costs. Except as otherwise
may be mutually agreed to in writing by the Parties, as part of this Agreement or
the DDA, the Agency and the City shall not be liable for any costs and expenses
associated with the preparation of any reports to be prepared by the Developer or
the planning or development of the Site pursuant to or arising from this
Agreement.
(xiii) DDA to Supersede this Agreement. This Agreement will be
superseded by the DDA, if and when the proposed DDA is executed by the
Developer, approved by the Agency and City in the manner required by law, and
executed by the Agency.
(xiv) Real Estate Commissions. Neither the Agency nor the Developer
shall be liable for any real estate commissions or brokerage fees which may arise
herefrom. The Agency and the Developer each represents it has not engaged a
broker, agent or finder in connection with this transaction (provided, however,
Developer has engaged Kevin Smith of KANMCO as a broker in connection with
the Lloyd Property). The Developer agrees to defend, hold harmless and
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indemnify the Agency or City from any claim by any broker, agent or finder
retained, or claimed to have been retained, by the Developer. The Agency agrees
to defend, hold harmless and indemnify the Developer from any claim by any
broker, agent or finder retained, or claimed to have been retained by the Agency.
(xv) Change in Ownership or Control of Developer. The Developer
understands the Agency is entering into this Agreement based on the prior
experience and qualifications of the individuals who work for the Developer as of
the date of this Agreement. Therefore, the Developer shall not assign, sell or
otherwise transfer any or all of its rights under this Agreement, or interest herein,
without the prior written approval of the Agency. Further, no voluntary or
involuntary successor in interest of the Developer shall acquire any rights or
powers under this Agreement except as expressly set forth herein. For the reasons
cited herein, the Developer represents and agrees for itself and any successor in
interest that prior to the expiration of the Term, and without the prior written
approval of the Agency, there shall be no significant change in the management or
control of the Developer or with respect to the identity of the parties in control of
the Developer, by any method or means. The Developer shall promptly notify the
Agency of all changes whatsoever in the identity of the parties in control of the
Developer, or the degree of control, of which it or any of its officers have been
notified or otherwise have knowledge or information. This Agreement may be
terminated by the Agency if there is any significant change (voluntary or
involuntary) in membership, management or control, of the Developer, or the
persons in control of the Developer, prior to the expiration of the Term. For
purposes of this Subsection, a significant change shall mean any change in the
identity of the Executive Director or any other person or persons having ultimate
control over the day to day management of the Developer or the appointment of a
receiver or trustee to operate or exercise direct or indirect control over any portion
of or interest in the Lloyd Property or over the Developer. Periodic, routine
changes in board membership that cumulatively affect less than 50% of the
membership of the Board shall not be considered a “significant change”. If,
except as provided in this Subsection, there is an assignment of this Agreement,
or change in the management or control of the Developer which the Agency does
not approve, the Agency may take such reasonable action as the Agency may
deem appropriate including, without limiting the generality of the foregoing,
terminating this Agreement and exercising any other rights of the Agency.
(xvi) Formation of Limited Partnership. Developer anticipates that it
will form a limited partnership for the purpose of developing the Proposed Project
and obtaining low income housing tax credit investor equity. The entities
comprising the partnership, the individuals serving as officers and directors of
those entities and the form of the limited partnership agreement(s) will be subject
to the Agency’s approval. Unless the Agency agrees otherwise, the Developer
will act as Managing General Partner of such partnership.
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Section 6. TERMS TO BE NEGOTIATED
A The Agency and the Developer shall meet regularly with each other in
order to negotiate a proposed DDA which shall include, without limitation, the following
provisions:
(i) A Scope of Development setting forth the number of housing units,
the total square feet of commercial space, the number of required parking spaces
and the design parameters for the Site including, but not be limited to, building
height, acceptable architectural and landscape quality, access and circulation,
determination of parcel boundaries, on-site and off-site improvements, site-
perimeter treatment, landscaped buffers, parking, signage, lighting, and
easements, if applicable. Use issues involving the compatibility and amount of
uses, their financial feasibility and their physical compatibility, shall also be
resolved.
(ii) The manner in which the edges of the development are designed to
maximize compatibility with the abutting and adjacent uses by the use of a variety
of materials to provide a sense of visual relief and openness, to preserve the
privacy of adjacent residential units and to minimize noise and other impacts.
(iii) A sources and uses budget, which shall be based upon a financial
pro forma that has been approved by the Agency, and a feasible method of
financing, reasonably demonstrating to the Agency the availability of all funds
needed to complete the development of the Proposed Project. The DDA shall
require the submittal of documentation of all proposed construction loans and
owner equity needed to carry out the proposed method of financing. Developer
agrees to make continuing full disclosure to Agency of its proposed methods of
financing the Proposed Project, including the financing of any off-site
improvements that are required to obtain the necessary entitlements for the
Proposed Project.
(iv) The timing and conditions precedent for the conveyance of the
Agency Property or portions thereof.
(v) Financial consideration to the Agency for conveyance of fee title
ownership of the Agency Property to the Developer for purposes of
redevelopment pursuant to, and in accordance with, the Community
Redevelopment Law. Such consideration may include a cash payment to the
Agency for a portion of the purchase price for the Agency Property, with the
balance to be paid with a loan from the Agency.
(vi) The terms of any additional financial assistance to be provided by
the Agency for the payment of eligible development costs of the Proposed Project
and the Developer’s construction of additional off-site improvements requested
by the Agency and agreed to by the Developer.
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(vii) Appropriate controls to regulate the use of the Site, including but
not limited to an Agreement Affecting Real Property and a Density Bonus
Agreement (if applicable), setting forth the Developer’s affordable housing
obligations. Such controls shall include appropriate and reasonable standards for
the selection of commercial tenants, including but not limited to a requirement
that tenant selection be consistent with the City’s zoning code and parking
ordinance, be fully served by on-site parking and be targeted to uses that will
assist in mitigating the traffic impacts on the surrounding neighborhood.
(viii) A management and maintenance plan for operation of the
Proposed Project including, without limitation, a maintenance program and a
marketing and tenant selection plan.
(ix) The performance guarantees and amount of liquidated damages, if
any. The proposed DDA shall require the Developer and successor owners of the
Site and improvements located thereon to pay, when due (subject to any
abatement available pursuant to Section 214(g) of the California Revenue and
Taxation Code), all taxes, assessments, and special taxes levied on the Site, in
accordance with applicable laws, and shall provide for appropriate restrictions on
appeals or challenges of assessments of the fair market value of the Site for
property tax purposes.
(x) A schedule of performance encompassing appropriate and
necessary legal, administrative, transfer of property ownership, financial and
construction benchmarks to be met by the appropriate Party.
(xi) As between the Agency, City and Developer, the Developer’s sole
responsibility for all costs and fees associated with the removal or remediation of
any potentially hazardous materials from the Site, demolition of all improvements
on the Site, and relocation of any persons, entities or equipment from the Site.
(xii) To satisfy the parking needs of the Proposed Project, the
Developer shall comply with the Culver City Municipal Code and any and all
requirements of the Agency and/or the City.
(xiii) The DDA shall be subject to the Agency’s standard insurance
requirements and all other applicable and customary Agency and City policies.
The DDA shall require appropriate performance and payment bonds with regard
to the construction of the Proposed Project or another form of assurance that is
acceptable to the Agency.
Section 7. LIMITATIONS ON REMEDIES FOR BREACH OR DEFAULT
AND RELEASE OF CLAIMS
A Rights and Remedies. If either Party defaults with regard to any of the
provisions of this Agreement, then the non-defaulting Party shall serve written notice of such
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default upon the defaulting Party. If the default is not cured within a reasonable time (but not
more than fifteen (15) calendar days), then the defaulting Party shall be liable to the non-
defaulting Party for any damages caused by such default, and the non-defaulting Party may
thereafter (but not before) commence an action for damages against the defaulting Party with
respect to such default; provided however, that neither Party shall have any obligation to the
other for payment of punitive, exemplary or consequential damages and provided further, that
each Party waives its right to bring an action for specific performance against the other Party,
except that the Developer may bring an action for specific performance to enforce the Agency’s
obligation to negotiate exclusively with the Developer during the Term of this Agreement and
the Agency may bring an action for specific performance to enforce the Developer’s obligation
to pay those Agency costs expressly required by this Agreement to be paid by the Developer. In
the event of a breach or default of this Agreement, the non-breaching Party shall be entitled to all
remedies available pursuant to the terms of this Agreement, at law and in equity, and all such
remedies are cumulative in nature and may be asserted by such Party in the alternative and the
assertion of a remedy by a Party shall not be deemed an exclusive election of remedies or waiver
of any other rights conferred on that Party by the terms of this Agreement.
B Section 1542. Each Party acknowledges that it is aware of the meaning
and legal effect of California Civil Code Section 1542, which provides:
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 would have
materially affected his or her settlement with the debtor.
C General Release. California Civil Code Section 1542 notwithstanding, it
is the intention of both of the Parties to be bound by the limitation on damages and remedies set
forth in this Section 7 of the Agreement, and the Parties hereby release any and all claims against
each other and their respective officers, officials, employees, consultants or agents for damages
or specific performance (except as set forth above) related to any breach of this Agreement,
whether or not any such released claims were known or unknown to either of the Parties as of the
date of this Agreement. Each of the Parties hereby waives the benefits of California Civil Code
Section 1542 and all other statutes and judicial decisions (whether state or federal) of similar
effect with regard to the limitations on damages and remedies and waivers of any such damages
and remedies contained in this Section 7.
______________ ________________
Agency’s Initials Developer’s Initials
Section 8. TERMINATION BY AGENCY
A The Agency shall have the right to terminate this Agreement in the event
of either of the following:
(i) The Developer fails timely to perform any of its obligations
hereunder or is otherwise in default under this Agreement; or
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(ii) The Developer proposes provisions in the proposed DDA which
materially vary from the Proposed Project, and fails to rescind such proposals
after the Agency notifies the Developer of its intent to terminate this Agreement
as a result of such proposals.
B The Agency’s right of termination shall be subject to the fifteen calendar
day (15-day) notice and cure provisions set forth in Section 7(A) of this Agreement.
Section 9. TERMINATION BY DEVELOPER
A. The Developer shall have the right to terminate this Agreement in the
event of the occurrence of any of the following:
(i) The Developer determines, in its sole and absolute discretion, that
(i) the development of the Proposed Project is not financially feasible or (ii) it is
reasonably likely that the Proposed Project will not obtain all necessary
entitlements and environmental clearances necessary for the development and
operation of the Proposed Project.
(ii) In the course of its investigation of the Site, Developer discovers
any currently unknown conditions or circumstances which would materially
impact the cost of the Proposed Project and/or the use of all or any portion of the
Proposed Project; or
(iii) The Agency fails timely to perform any of its obligation hereunder
or is otherwise in default under this Agreement.
B. The Developer’s right of termination shall be subject to the fifteen
(15) calendar day notice and cure provisions set forth in Section 7(A) of this Agreement
Section 10. INDEMNITY
Other than arising from a dispute between the Developer and Agency regarding any such
Party’s performance hereunder, Developer shall indemnify, defend, and hold the Agency and
City, their directors, officers, employees, agents, and successors and assigns (collectively, the
“Indemnitees” in this Section) harmless against all suits and causes of action, claims, costs, and
liability, including, but not limited to, reasonable attorney’s fees and costs of any litigation, or
arbitration or mediation, if any, brought (1) challenging the validity, legality or enforceability of
this Agreement (other than an action brought by a Party hereto or the City) or (2) seeking
damages which may arise directly or indirectly from the negotiation, formation, execution,
enforcement or termination of this Agreement, or which are incident to the performance of the
activities contemplated in this Agreement (other than an action brought by a Party hereto or the
City). Nothing in this Section shall be construed to mean that Developer shall hold the
Indemnitees harmless and/or defend them to the extent of any claims arising from, or alleged to
arise from the sole negligence, willful misconduct or illegal acts of any of the Indemnitees, the
failure of the Agency and/or City to follow any rule, procedure or law applicable to the City or
Agency (provided that the Developer shall indemnify and hold the Indemnitees harmless to the
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extent of any claims arising from or alleged to arise from the Developer’s failure to comply with
its relocation obligations under Section 5.A. of this Agreement), and/or any claims that this
Agreement violates any current agreement to which the City and/or Agency is subject. The
Agency and City agree that they shall fully cooperate with Developer in the defense of any
matter in which Developer is defending and/or holding the Indemnitees harmless. The Agency
and City may make all reasonable decisions with respect to their representation in any legal
proceeding, including, but not limited to, the selection of attorney(s). This indemnity obligation
shall survive the termination of this Agreement.
Section 11. NO THIRD PARTY BENEFICIARIES
The Agency and the Developer expressly acknowledge and agree they do not intend, by
their execution of this Agreement, to benefit any persons or entities not signatory to this
Agreement, including, without limitation, any brokers representing the parties to this transaction.
No person or entity not a signatory to this Agreement shall have any rights or causes of action
against either the Agency or the Developer arising out of or due to the Agency’s or the
Developer’s entry into this Agreement.
Section 12. NOTICES
A Any notice, request, approval or other communication to be provided by
either Party shall be in writing and dispatched by first class mail, registered or certified mail,
postage prepaid, return-receipt requested, or by personal delivery (including by means of
professional messenger service, courier service such as United Parcel Service or Federal Express,
or by U.S. Postal Service), to the addresses of the Agency and the Developer set forth in this
Section 12 of the Agreement. Such written notices, requests, approvals or other communication
may be sent in the same manner to such other addresses as either Party may designate from time
to time.
B Any notice personally delivered (including by means of professional
messenger service, courier service such as United Parcel Service or Federal Express, or by U.S.
Postal Service), shall be deemed received on the documented date of receipt; and any notice that
is sent by registered or certified mail, postage prepaid, return-receipt requested shall be deemed
received on the date of receipt thereof.
If to the Agency:
Culver City Redevelopment Agency
Attn: Sol Blumenfeld, Assistant Executive Director
9770 Culver Boulevard
Culver City, California 90232-0507
Telephone: (310) 253-5700
With a copy to:
Kane, Ballmer & Berkman
Attn: Deborah L. Rhoads, Esq.
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515 S. Figueroa Street; Suite 1850
Los Angeles, California 90071-3301
Telephone: (213) 617-0480
If to the Developer:
Los Angeles Housing Partnership
Attn: Mary Silverstein, President and Executive Director
1200 Wilshire Boulevard, Suite 307
Los Angeles, California 90017
Telephone: (213) 629-9172
With a copy to:
Bocarsly Emden Cowan Esmail & Arndt LLP
Attn: Kyle Arndt, Esq.
633 West Fifth Street, 70th Floor
Los Angeles, California 90071
Telephone: (213) 239-8048
Section 13. NO CONFLICT OF INTEREST
No member, official, or employee of the Agency or the City shall have any personal
interest, direct or indirect, in this Agreement, nor shall any such member, official or employee
participate in any decision relating to this Agreement which affects his or her personal interests
or the interests of any corporation, partnership or association in which he or she is, directly or
indirectly, interested. The Developer warrants that it has not paid or given, and will not pay or
give, directly or indirectly, any Agency or City employee or official any money or other
consideration at all, whether or not connected in any way with the subject matter of this
Agreement. Further, the Developer warrants that it has no knowledge of any financial interest of
any Agency or City employee or official in the Developer, directly or indirectly, or in any person
or entity affiliated with the Developer, or in any transaction in which the Developer has been
involved.
Section 14. LIMITATION ON EFFECT OF AGREEMENT
This Agreement shall not obligate either Party to enter into a DDA or to enter into any
particular DDA. The Agency and Developer do not intend this Agreement to be a purchase
agreement, ground lease, license, option or similar contract. Nor do Agency and Developer
intend to be bound in any way by this Agreement except during the Negotiating Period as
expressly set forth herein. By execution of this Agreement, the Agency is not committing itself
to or agreeing to undertake acquisition, disposition, or exercise of control over any portion of the
Site nor is Developer committing itself to undertake the acquisition of any portion of the Site or
the development, financing or construction of the Proposed Project. Execution of this
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Agreement by the Agency and Developer is merely an agreement to conduct a period of
exclusive negotiations and to prepare recommendations to the Agency Board and City Council in
accordance with the terms hereof, reserving for subsequent Agency and City action the final
discretion and approval regarding the execution of a DDA and all proceedings and decisions in
connection therewith. Any DDA resulting from negotiations pursuant to this Agreement shall
become effective only if and after such DDA has been considered and approved by the Agency
Board and the City Council following performance of all legally required procedures. Each
party assumes the risk that, notwithstanding this Agreement and good faith negotiations, the
Parties may not enter into a DDA due to the Parties’ failure to agree upon essential terms of a
transaction or a decision by the Agency Board or City Council not to authorize execution of a
DDA. Except as expressly provided in this Agreement, a Party shall have no obligations or
duties to the other Party hereunder and no liability whatsoever in the event the Parties fail to
execute a DDA.
Section 15. MISCELLANEOUS PROVISIONS
A Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be deemed an original, and all of which, when taken together,
shall constitute but one and the same instrument.
B Entire Agreement/Integration. This Agreement represents the entire
agreement of the Parties and integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements, oral or written,
between the Parties with respect to development of the Site.
C Waivers; Amendments. All waivers of the provisions of this Agreement
must be in writing and signed by the appropriate authorities of the Party to be charged, and all
amendments and modifications hereto must be in writing and signed by the appropriate
authorities of the Parties. Except as otherwise expressly provided in this Agreement, any failure
or delay by either Party in asserting any of its rights or remedies as to any Default shall not
operate as a waiver of said Default or of any rights or remedies in connection therewith or of any
subsequent Default or any rights or remedies in connection therewith, or deprive such Party of its
right to institute and maintain any actions or proceedings which it may deem necessary to
protect, assert or enforce any such rights or remedies.
D Governing Law and Venue. This Agreement and the legal relations
between the Parties shall be governed by, interpreted under, construed and enforced in
accordance with, the internal laws of the State of California without reference to the rules
governing the conflict of laws. This Agreement is made and entered into in the County of Los
Angeles, California, and any legal actions or proceedings arising from or related to this
Agreement shall be brought in the County of Los Angeles.
E No Association Between the Developer and Agency and/or City. The
Parties in no way intend for this Agreement to give rise to or create any relationship of
partnership, joint venture, or any other form of association of any kind or nature between the
Developer and the Agency and/or the City.
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F Litigation Expenses and Attorneys’ Fees. In the event any action, suit or
proceeding is brought for the enforcement of, or the declaration of any right or obligation
pursuant to this Agreement or as a result of any alleged breach of any provision of this
Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs
and expenses, including reasonable attorney’s fees, from the losing Party, and any judgment or
decree rendered in such a proceeding shall include an award thereof.
G Assignment. This Agreement shall not be assignable by either Party
without the prior written consent of the other Party. The Agency shall have the right to terminate
this Agreement if Developer assigns this Agreement or if there is any material change in the
management or control of the Developer.
H Ambiguities. This Agreement is in all respects intended by each Party
hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties
hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted
against either of them. Except as expressly limited by this Section 14(H) of the Agreement, all of
the applicable rules of interpretation of contracts shall govern the interpretation of any
uncertainty or ambiguity of this Agreement.
I Captions and Headings. The headings and captions of the various sections
and paragraphs of this Agreement have been inserted only for the purpose of convenience and
are not a part of this Agreement and shall not be deemed in any manner to modify, explain,
expand or restrict any of the provisions of this Agreement.
J Severability. Every provision of this Agreement is intended to be
severable. If any provision of this Agreement or the application of any provision hereof to any
party or circumstance is declared to be illegal, invalid or unenforceable for any reason
whatsoever by a court of competent jurisdiction, such invalidity shall not affect the other terms
and provisions hereof or the application of the provision in question to any other party or
circumstance, all of which shall continue in full force and effect.
K Warranty Against Payment of Consideration for Agreement. Developer
warrants that it has not paid or given, and will not pay or give, any third party any money or
other consideration for obtaining this Agreement.
L Nonliability of Officials, Officers, Members, and Employees. No
member, official, officer, or employee of the Agency or the City shall be personally liable to
Developer, or any successor in interest, in the event of any default or breach by the Agency or
for any amount which may become due to Developer or to his successor, or on any obligations
under the terms of this Agreement. No member, officer or employee of Developer shall be
personally liable to the Agency, the City or any successor in interest, in the event of any default
by the Developer or for any amount which may become due to the Agency or City or its
successor, or an obligation under the terms of this Agreement.
M Developer’s Obligation For Equal Opportunity. Developer will not
discriminate against any employees or applicants for employment because of race, color,
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religion, creed, national origin, ancestry, sex, sexual orientation, age, disability, medical
condition, or marital status.
N Use of Project Images. Developer hereby consents to the use by Agency
and City of images of the Proposed Project, its models, plans and other graphical representations
of the Project and its various elements (“Project Images”) in connection with marketing, public
relations, and special events, websites, presentations, and other uses required by the Agency
and/or City in connection with the Project through the Negotiating Period. Such right to use the
Project Images shall not be assignable by the Agency or City to any other party (including,
without limitation, any private party) without the prior written consent of Developer. Use by
Agency and City of Project Images, Developer’s name or names of its affiliates will be subject to
prior Developer approval, which shall not be unreasonably withheld or delayed. For any Project
Images provided to Agency and City by Developer, Developer shall use reasonable efforts to
obtain any rights and/or consents from any third parties necessary to provide these Project Image
use rights to Agency and City. In the event that the Parties enter into a DDA, the Agency’s right
to use the Project Images shall be as set forth in the DDA.
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O Authority to Enter Agreement. The Developer represents and warrants
that it has all requisite power and authority to conduct its business and to execute, deliver, and
perform the Agreement. Each Party warrants that the individuals who have signed this
Agreement have the legal power, right, and authority to make this Agreement and to bind each
respective Party.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the date first written above.
CULVER CITY REDEVELOPMENT
AGENCY
Dated: ______________ By: _________________________
John M. Nachbar
Executive Director
APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
By: _______________________________
Murray O. Kane
General Counsel
LOS ANGELES HOUSING PARTNERSHIP,
INC., a California non-profit public benefit
corporation
Dated: _______________ By: _________________________
Mary Silverstein,
President and Executive Director
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Exhibit “A”
Legal Description
of Lloyd Property
EXHIBIT “A”
LEGAL DESCRIPTION OF
THE LLOYD PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
LOTS 1 AND 2 OF TRACT NO. 9648, IN THE CITY OF CULVER CITY COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 142, PAGES
13, 14 AND 15 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
Assessor’s Parcel Number: 4213-007-001
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Exhibit “B”
Legal Description
of the Agency Property
EXHIBIT “B”
LEGAL DESCRIPTION OF
THE AGENCY PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
LOTS 4, 5, 6, 7 AND 8 OF TRACT NO. 9648, IN THE CITY OF CULVER CITY, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECOREDED IN BOOK 142,
PAGES(S) 13 TO 15 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
APN: 4213-007-900
And
LOT 3 OF TRACT 9648, AS SHOWN ON A MAP RECORDED IN BOOK 142, PAGES 13,
INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA.
Assessor’s Parcel Number 4213-007-901
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Exhibit “C”
Map of the Site
EXHIBIT “C”
MAP OF THE SITE
ATTACHMENT 1
22
Exhibit “D”
Schedule of Performance
Page 1 of 2
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
Deadline for Performance
Days from
completion of
previous item
1. Agency approves ENA
12/13/2010 N/A
2. Developer conducts community
design charette.
01/13/2011 31
3. Developer submits Conceptual
Plans to Agency
01/20/2011 7
4. Agency responds to Conceptual
Plans
01/27/2011 7
5. Developer submits financial pro
forma, including proposed
sources and uses and cash flow
projections
01/27/2011 0
6. Developer submits proposed
term sheet to Agency staff
01/27/2011 0
7. Developer conducts community
meeting
02/03/2010 7
8. Developer submits Conceptual
Plans to Planning staff, if
required
02/10/2011 7
9. Agency staff determines
whether Conceptual Plans are
complete and commences
CEQA review, as required, and
submits draft of DDA to
Developer
02/17/2011 7
10. Agency staff completes CEQA
review procedures.
03/03/2011 14
ATTACHMENT 1
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Exhibit “D”
Schedule of Performance
Page 2 of 2
11. Public hearing on proposed
DDA
03/15/2011 12
12. Agency and City approve or
disapprove Conceptual Plans
and DDA
03/15/2011 0
ATTACHMENT 1
24
Exhibit “E”
License Agreement
EXHIBIT “E”
LICENSE AGREEMENT
[Immediately Follows This Page.]
ATTACHMENT 1
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License Agreement
(11054-11056 West Washington Boulevard)
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License Agreement - Tilden Terrace - due diligence v3
LICENSE AGREEMENT
BY AND BETWEEN
THE CULVER CITY REDEVELOPMENT AGENCY
AND
LOS ANGELES HOUSING PARTNERSHIP
(11054-11056 West Washington Boulevard)
THIS LICENSE AGREEMENT is entered into by and between the CULVER CITY
REDEVELOPMENT AGENCY, a public body, corporate and politic (the “Agency”) and LOS
ANGELES HOUSING PARTNERSHIP, INC., a California non-profit public benefit corporation
(the “Developer”). The Agency and Developer agree as follows:
RECITALS
A. The Agency holds fee title to certain real property hereinafter defined as the
“Agency Property” and Developer desires to acquire the Agency Property from the Agency for
the construction and operation on the Agency Property and an adjacent parcel of the
improvements (the “Proposed Project”) described in the Exclusive Negotiation Agreement
between the Agency and the Developer dated as of December __, 2010 (the “ENA”).
B. The Agency and Developer desire that Developer have an opportunity to conduct
due diligence on the Agency Property, which may include performing physical tests on the
Agency Property, prior to the parties entering into a written agreement to convey the Agency
Property to the Developer.
NOW THEREFORE, the Parties agree as follows:
1. Parties to the Agreement.
(a) The Agency is a public body, corporate and politic, exercising
governmental functions and powers and organized and existing under Chapter 2 of the
Community Redevelopment Law of the State of California, Section 33000, et seq. of the
California Health and Safety Code. The principal office of the Agency is located at 9770 Culver
Boulevard, Culver City, California 90232-0507 or such other location of which notice is given
pursuant to this Agreement. Its facsimile number is (310) 253-5779. “Agency” as used in this
Agreement includes the Culver City Redevelopment Agency and any assignee of or successor to
its rights, powers and responsibilities.
(b) The Developer is Los Angeles Housing Partnership, Inc., a California non-
profit public benefit corporation. The principal office of the Developer is located at 1200
Wilshire Boulevard, Suite 307, Los Angeles, California 90017 or such other location of which
notice is given pursuant to this Agreement. Its facsimile number is (213) 629-9179.
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License Agreement
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2. Description of Agency Property.
The Agency is the owner of certain real property located at 11054-11056 West
Washington Boulevard in the City of Culver City, Los Angeles County, California, and more
particularly described in Exhibit A and illustrated by the site map in Exhibit B, which are
attached to this Agreement and hereby incorporated by reference (the “Agency Property”).
3. Grant of License.
(a) Subject to and conditioned upon the terms and conditions of this
Agreement, the Agency grants to Developer and its authorized agents a license (the “License”) to
perform the following acts on the Agency Property: (1) obtain soil samples and make such other
surveys, investigations and tests reasonably necessary to determine the suitability of the Agency
Property for the development, financing and/or construction of the Proposed Project; and (2)
conduct reasonable investigations on and beneath the Agency Property and all improvements
thereon to determine the presence of Hazardous Materials and/or other soil conditions. As used
herein, the phrase “Hazardous Materials” shall have the same meaning given to it in the ENA.
(b) Developer may not use the Agency Property for any other purpose without
obtaining the Agency’s prior written consent.
4. Term.
This License shall commence on the Effective Date of the ENA and shall
automatically expire, without need for further notice of any kind, upon the expiration of the
Term of the ENA, unless otherwise mutually extended beforehand by the parties in writing or
earlier terminated in accordance with its terms (the “Term”).
5. Compliance With Laws.
Developer, at its expense, shall comply in all material respects with all applicable
federal, state and local laws, ordinances, regulations, rules and orders with respect to the Agency
Property, including all applicable federal and state labor laws. Developer, its agents, contractors,
licensees, employees or invitees shall not permit to be placed upon the Agency Property any
Hazardous Materials, except for de minimis quantities used in compliance with all applicable
environmental laws and required in connection with Developer’s permitted activities under this
License. Developer shall conduct all of its operations on the Agency Property at its sole cost and
expense.
6. Reports and Studies.
In consideration of the Agency’s granting of this License, Developer shall
promptly provide the Agency without representation or warranty with a copy of all reports and
test results arising from this License which are not legally privileged.
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License Agreement
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7. License Nonassignable.
This License is personal to Developer and shall not be assigned. Any attempt to
assign the License shall automatically terminate it, without need for notice of any kind. No legal
title or interest in the Agency Property is created or vested in Developer by the grant of this
License.
8. Nonexclusive License.
This License is nonexclusive. Nothing contained herein shall be construed to
restrict or prevent the entry onto and use of the Agency Property during the Term of the License
by the Agency, the City of Culver City, or their respective agents, consultants, assigns and other
licensees.
9. Surrender.
On or before the termination date for the License, Developer shall remove all of
its personal property from the Agency Property and shall (except as prohibited by any local State
or Federal agency) fill any excavations made by Developer to return the Agency Property to its
previous condition and shall surrender possession of the Agency Property to the Agency in good
order and repair to the satisfaction of the Agency, normal wear and tear excepted.
10. Release and Indemnity.
Developer, as a material part of the consideration to be rendered to the Agency for
the granting of this License, for itself and its successors and assigns, hereby agrees:
(a) to indemnify, defend, protect and hold the Agency and City, their
directors, officers, employees, agents, and successors and assigns (the “Indemnified Parties”),
free and harmless against all suits and causes of action, claims, costs, and liability, including, but
not limited to, reasonable attorney’s fees and costs of any litigation, or arbitration or mediation,
if any, arising from the exercise of the License, including, but not limited to:
(1) any and all risks of or exposure to any loss or liability arising from
activities conducted by Developer on the Agency Property under this License;
(2) any and all claims arising from or relating to the transportation,
storage, handling or use of any material taken from the Agency Property pursuant
to the License, or from any substance, known or unknown, emanating or derived
therefrom; and
(3) any and all claims for damage to the Agency Property, any
improvements thereon, or to the property or person of any third party, alleged to
have been caused by, or in any way connected with the physical properties of the
Agency Property or any material taken from the Agency Property pursuant to the
License.
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License Agreement
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Nothing in this Section shall be construed to mean that Developer shall hold the
Indemnitees harmless and/or defend them to the extent of any claims arising from, or alleged to
arise from the sole negligence or willful misconduct of any of the Indemnitees. The Agency and
City agree that they shall fully cooperate with Developer in the defense of any matter in which
Developer is defending and/or holding the Indemnitees harmless. The Agency and City may
make all reasonable decisions with respect to their representation in any legal proceeding,
including, but not limited to, the selection of attorney(s). This indemnity obligation shall survive
the termination of this Agreement. Notwithstanding the foregoing, Developer shall have no
obligation to indemnify an Indemnified Party for loss, liability, claims, damages and expenses
arising solely from Developer’s discovery of Hazardous Materials already present on the Agency
Property prior to the commencement of this License, so long as Developer has not materially
contributed to the placement, release or migration of such pre-existing Hazardous Materials.
(b) To fully and finally release the Indemnified Parties from any and all
claims, demands, actions, or suits of any kind or nature arising out of any liability, known or
unknown, present or future, including, but not limited to, rights or claims for implied
contribution or indemnity, or any claim or liability based or asserted pursuant to any law or
ordinance which seeks to impose any liability or damage whatsoever upon any Indemnified Party
arising from the execution and/or performance of this License Agreement, or from any of its
terms.
In connection with the foregoing release, Developer hereby acknowledges that it
has been advised by legal counsel and is familiar with the provisions of California Civil Code,
section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
Developer, being aware of such code section, agrees to expressly waive any rights
it may have thereunder, as well as under any other statute or common law principles of similar
effect.
______________ ________________
Agency’s Initials Developer’s Initials
11. Insurance.
(a) Developer shall maintain or cause to be maintained Commercial General
liability insurance, to protect against loss from liability imposed by law for damages on account
of Bodily injury, including death therefrom, suffered or alleged to be suffered by any person or
persons whomsoever on or about the Agency Property, resulting directly or indirectly from any
acts or activities of Developer, or any person acting for Developer, or under its respective control
ATTACHMENT 2
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License Agreement
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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 Agency Property, or in connection with
Developer’s activities thereon, caused directly or indirectly by or from acts or activities of
Developer, or any person acting for Developer, or under its control or direction. Such property
damage and personal injury insurance shall also provide for and protect the Agency 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 during the Term in the following
amounts: commercial general liability in a general aggregate amount of not less than Two
Million Dollars ($2,000,000); and a per occurrence limit not less than One Million Dollars
($1,000,000) of bodily injury and property damage insurance. Developer agrees that provisions
of this paragraph as to maintenance of insurance shall not be construed as limiting in any way the
extent to which Developer may be held responsible for the indemnification of Agency or the
payment of damages to persons or property resulting from Developer’s activities, or the activities
of any other person or persons for which Developer is otherwise responsible.
(b) Developer shall maintain or cause to be maintained workers’
compensation insurance issued by a responsible carrier authorized under the laws of the State of
California to insure employers against liability for compensation under the workers’
compensation laws now in force in California, or any laws hereafter enacted as an amendment or
supplement thereto or in lieu thereof. Such workers’ compensation insurance shall cover all
persons employed by Developer in connection with the Agency Property and shall cover liability
within statutory limits for compensation under any such act aforesaid, based upon death or
bodily injury claims made by, for or on behalf of any employee of Developer incurring or
suffering injury or death in connection with the Agency Property or the operation thereof by
Developer. Notwithstanding the foregoing, Developer may, in compliance with the laws of the
State of California and in lieu of maintaining such insurance, self-insure for workers’
compensation in which event Developer shall deliver to Agency evidence that such self-
insurance has been approved by the appropriate State authorities.
(c) All policies shall name the Agency and the City of Culver City as
additional insureds.
(d) All insurance provided under this section shall be for the benefit of
Developer, Agency and City. Developer agrees to timely pay all premiums for such insurance
and, at its sole cost and expense, to comply and secure compliance with all insurance
requirements necessary for the maintenance of such insurance. Developer agrees to submit
policies of all insurance required by this section, or certificates evidencing the existence thereof,
and additional insured endorsements to Agency not less than 15 days prior to its commencement
of any activities on the Agency Property, indicating full coverage of the contractual liability
imposed hereby. “Full coverage” for contractual liability in this section (d) is defined as the
coverage grant under the ISO CG 0001 policy form definition of an “insured contract.” All
insurance herein provided for shall be effected under policies issued by insurers of recognized
responsibility, licensed and admitted to do business in the State of California (or if not admitted
in California shall have a “General Policyholders Rating” of at least “A-” as set forth in the most
current issue of “Best’s Key Rating Guide”), reasonably approved by Agency. All policies or
ATTACHMENT 2
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License Agreement
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certificates of insurance shall provide that such policies shall not be canceled or limited in any
manner without at least thirty (30) days prior written notice to Agency.
(e) The evidence of insurance required hereunder is a condition precedent to
Developer’s right to enter upon the Agency Property. If Developer fails or refuses to procure or
maintain the insurance required by this Agreement, the License granted by this Agreement shall
automatically terminate and be of no further force or effect.
12. Agency’s Authorized Representative.
Unless otherwise specified or the context requires otherwise, all references to the
Agency in this Agreement and its attachments shall mean the Executive Director of the Agency
or any officer or employee of the Agency to whom the Executive Director or the Board of the
Agency delegates authority to perform, carry out and/or enforce this Agreement. Unless
otherwise specified or the context requires otherwise, all references to the Agency Executive
Director shall mean the Executive Director or his or her designee.
13. Notices, Demands And Communications Between The Parties.
Formal notices, demands and communications between the Agency and
Developer shall be sufficiently given if dispatched by registered or certified mail, postage
prepaid, return receipt requested, to the principal offices of the Agency and the Developer. Such
written notices, demands and communications may be sent in the same manner to such other
addresses as either party may from time to time designate by mail. Any notice that is transmitted
by electronic facsimile transmission followed by delivery of a “hard” copy, shall be deemed
delivered upon its transmission; any notice that is personally delivered (including by means of
professional messenger service, courier service such as United Parcel Service or Federal Express,
or by U.S. Postal Service), shall be deemed received on the documented date of receipt by the
recipient; and any notice that is sent by registered or certified mail, postage prepaid, return
receipt required shall be deemed received on the date of receipt thereof.
14. Conflict of Interest.
To the extent prohibited by law, no member, official or employee of the Agency
shall have any personal interest, direct or indirect, in this Agreement nor shall any such member,
official or employee participate in any decision relating to the Agreement which affects his or
her personal interests or the interests of any corporation, partnership or association in which he
or she is directly or indirectly interested.
Developer warrants that it has not paid or given, and will not pay or give, any
third party any money or other consideration for obtaining this Agreement.
15. Non-liability of Officials and Employees.
(a) No member, official or employee of the City or the Agency shall be
personally liable to Developer, or any successor in interest, in the event of any default or breach
by the Agency or for any amount which may become due to Developer or on any obligations
ATTACHMENT 2
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License Agreement
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under the terms of this Agreement. This release shall not apply in the event of fraud by the City
or the Agency or any member, officer or employee thereof.
(b) No member, official or employee of Developer shall be personally liable
to the Agency, or any successor in interest, in the event of any default or breach by Developer or
for any amount which may become due to the Agency or its successor or on any obligations
under the terms of this Agreement. This release shall not apply in the event of fraud, waste or
intentional damage by Developer or any member, official, or employee of Developer.
16. Interpretation of Agreement; Terminology; Application of Law.
This Agreement has been negotiated at arm’s length and between persons
sophisticated and knowledgeable in the matters addressed herein. In addition, each Party has
been given the opportunity to consult with experienced and knowledgeable legal counsel.
Accordingly, any rule of law (including Civil Code section 1654) or legal decision that would
require interpretation of any ambiguities in this Agreement against the Party that has drafted it is
not applicable and is waived. The provisions of this Agreement shall be interpreted in a
reasonable manner to effectuate the purpose and intent of the parties to this Agreement. This
Agreement shall be construed and enforced in accordance with the internal laws of California
and not the law regarding conflict of laws, except to the extent that Federal law preempts State
law
When the context so requires when used in this Agreement, the masculine gender
shall be deemed to include the feminine and neuter gender and the neuter gender shall be deemed
to include the masculine and feminine gender. When the context so requires when used in this
Agreement, the singular shall be deemed to include the plural. The paragraph and section
headings have been used for convenience only, and shall not be used in the interpretation hereof.
17. Waivers.
A waiver by the Agency or Developer of any term, covenant, or condition herein
contained shall not be a waiver of such term, covenant, or condition on any subsequent breach.
All waivers must be in writing and signed by the appropriate representatives of the Agency or
Developer.
18. Time of the Essence.
Time is of the essence in this Agreement and each and all of its provisions in
which performance is a factor.
19. Attorneys’ Fees and Costs.
If any action or proceeding is brought by any Party against any other Party under
this Agreement, whether for interpretation, enforcement or otherwise, the prevailing Party shall
be entitled to recover all costs and expenses, including the reasonable fees of its attorney and any
expert witnesses in such action or proceeding. This provision shall also apply to any post-
judgment action by either Party, including without limitation efforts to enforce a judgment.
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License Agreement
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20. Severability.
Any provision of this Agreement that shall prove to be invalid, void, or illegal
shall in no way affect, impair, or invalidate any other provision hereof and such other provisions
shall remain in full force and effect.
21. Entire Understanding Of The Parties; Amendments.
This Agreement, including any document or instrument incorporated herein by
reference, contains a complete and final expression of the agreement between the Agency and
Developer relating to this License, and there are no promises, representations, agreements,
warranties, or inducements either express or implied other than as are set forth in this
Agreement. Any and all previous discussions or agreements between the Agency and Developer
with respect to this License, whether oral or written, are superseded by this Agreement. No
amendment, change, or addition to, or waiver of termination of, this Agreement or any part
hereof shall be valid unless in writing and signed by the Agency and Developer.
22. No Third Party Beneficiaries.
The parties to this Agreement acknowledge and agree that the provisions of this
Agreement are for the sole benefit of the Agency and the Developer, and not for the benefit,
directly or indirectly, of any other person or entity, except as otherwise expressly provided
herein.
23. Further Assurances.
Each of the parties hereto shall execute and deliver any and all additional papers,
documents and other assurances, and shall do any and all necessary acts and things in connection
with the performance of their obligations hereunder and to carry out the intent and agreements of
the parties.
24. Execution in Counterparts.
This Agreement may be executed in several counterparts and all such executed
counterparts shall constitute one agreement, binding on all of the parties hereto, notwithstanding
that all of the parties hereto are not signatories to the original or to the same counterpart. This
Agreement shall not be binding unless and until all parties hereto have executed this Agreement.
25. Authority to Sign.
The Developer represents and warrants that it has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and to bind each respective Party.
ATTACHMENT 2
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License Agreement
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the date first written above.
CULVER CITY REDEVELOPMENT
AGENCY
Dated: _______________ By: __________________________
John M. Nachbar
Executive Director
APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
By: _______________________________
Murray O. Kane
General Counsel
LOS ANGELES HOUSING PARTNERSHIP,
INC., a California non-profit public benefit
corporation
Dated: ___________________ By: ____________________________
Mary Silverstein,
President and Executive Director
ATTACHMENT 2
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License Agreement
(11054-11056 West Washington Boulevard)
Exhibit A - Legal Description
License Agreement - Tilden Terrace - due diligence v3
EXHIBIT A
LEGAL DESCRIPTION OF SITE
THAT REAL PROPERTY LOCATED IN THE CITY OF CULVER CITY, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
LOTS 4, 5, 6, 7 AND 8 OF TRACT NO. 9648, IN THE CITY OF CULVER CITY, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECOREDED IN BOOK 142,
PAGES(S) 13 TO 15 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
APN: 4213-007-900
And
LOT 3 OF TRACT 9648, AS SHOWN ON A MAP RECORDED IN BOOK 142, PAGES 13,
INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA.
Assessor’s Parcel Number 4213-007-901
ATTACHMENT 2
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License Agreement
(11054-11056 West Washington Boulevard)
Exhibit B - Site Map
License Agreement - Tilden Terrace - due diligence v3
EXHIBIT “B”
SITE MAP
ATTACHMENT 2
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