City of Culver City, California
Agenda Item Report
Meeting Date: 09/26/11 Item Number: JC-2
JOINT CITY COUNCIL / REDEVELOPMENT AGENCY BOARD AGENDA ITEM:
Approval of Plans and Specifications and Authorization to Publish Notice Inviting
Bids to Construct a Public Parking Lot on City-Owned Property at 12601
Washington Boulevard; and Approval of a Reciprocal Easement Agreement with
the Adjacent Property Owner at 12565 Washington Boulevard to Improve Access
and Circulation to/from the Property.
Contact Person/Dept.:
Kriss Casanova/CDD
Todd Tipton/CDD
Phone Number:
(310) 253-5769
(310) 253-5783
Fiscal Impact: Yes [X] No [] General Fund: Yes [X] No []
Public Hearing: [] Action Item: [] Attachments: [X]
Commission Action Required: Yes [] No [X] Date: _______________
Public Notification:
(USPS) All Property Owners, Businesses and Occupants within 500 feet of the project area
(9/12/11); (Email) Triangle Neighborhood Association (9/12/11), Meetings and Agendas –
City Council (9/21/11), Meetings and Agendas - Redevelopment Agency (9/21/11).
Department Approval:
Sol Blumenfeld (09/13/11)
City Attorney Approval:
Carol Schwab (by H. Baker) (09/19/11)
Agency General Counsel Approval:
Murray Kane (09/14/11)
Chief Financial Officer Approval:
Jeff Muir (by N. Kimball) (09/20/11)
City Manager/Executive Director Approval:
John M. Nachbar (09/20/11)
RECOMMENDATION:
Staff recommends that the City Council and the Culver City Redevelopment Agency
Board (Agency Board) (1) approve plans and specifications, (2) authorize publication
of a notice inviting bids for the construction of a fourteen space, public parking lot on
City-owned property at 12601 Washington Boulevard (the “Property”); and, (3)
approve a Reciprocal Easement Agreement (REA) with the adjacent property owner
at 12565 Washington Boulevard to improve access and circulation to/from the
Property.
BACKGROUND:
On August 23, 2010, the Agency Board approved a Purchase Agreement for the
6,000 square foot, unimproved Property located in Phase III of the West Washington
Area Improvement Plan (AIP) for the purpose of developing public parking.
City of Culver City, California
Agenda Item Report
DISCUSSION:
KOA Engineering (KOA) has designed and prepared bid documents (consisting of
plans, specifications, general conditions and other information bidders will utilize to
formulate their cost proposals) to develop the project. A complete set of plans and
specifications will be available for review at the City Engineer’s Office in City Hall.
The design proposes to combine the Property with the adjacent parking lot to the
east belonging to A-Frame restaurant (the “Tenant”) located at 12565 Washington
Boulevard to improve circulation, minimize curb cuts and increase the number of
available parking spaces.
If the City Council and Agency Board approve the bid documents and approve the
REA, the proposed project schedule will be as follows:
October 6
th
& 13
th
Bid Notification in Culver City News
October 12
th
Pre-Bid Meeting
October 20
th
Bids are due
November 7
th
City Council to consider award of construction contract
Late November Construction begins
January Construction complete
Reciprocal Easement Agreement (REA)
The property owner of the adjacent parking lot to the east of the Property
(Kardashian Trust) has agreed to enter into a REA (attached) with the City and
Agency in order to combine the properties for the reasons stated above. The deal
points of the REA include:
• Improvements will be funded by the City/Agency with a $10,000 contribution
from the Tenant;
• Schedule of Performance is the same as the construction schedule;
• City lot will be metered; A-Frame lot will not be metered;
• Parking kiosk will be in effect from 6 a.m. to 2 a.m. with no overnight parking;
• Each site will be maintained by each owner;
• Term of lease is 10 years minimum; and,
• Each owner will be liable for occurrences on their property.
Please note that the hours of operation, maintenance, and parking enforcement will
be managed in accordance with existing Agency policies (attached).
FISCAL ANALYSIS:
City of Culver City, California
Agenda Item Report
The Agency Board acquired the Property for $625,000. As part of the Cooperation
Agreements between the City and the Agency, this property was transferred to the
City, which now holds title to the Property. Based on the engineer’s estimate,
sufficient funds exist in Program 48695100 – Parking Participation (Former Agency
Tax Exempt Bond Funds), to fund the cost of the improvements.
City revenues derived from parking on the lot are estimated to be approximately
$17,000 – $42,000 annually depending on operations and maintenance costs,
parking rates and parking space occupancy.
ATTACHMENTS:
1. Proposed Parking Layout; and,
2. Draft Reciprocal Easement Agreement.
MOTIONS:
That City Council and Agency Board:
1. Approve bid documents and authorize the publication of a notice inviting bids for
the construction of a surface parking lot at 12601 Washington Boulevard; and,
2. Approve a Reciprocal Easement Agreement with the adjacent property owner
(Kardashian Trust) at 12565 Washington Boulevard; and,
3. Authorize the City Attorney/Agency General Counsel to review/prepare the
necessary documents; and,
4. Authorize the City Manager/Executive Director to execute such documents on
behalf of the City and Agency, respectively.
____________________________________________________________
1
Pursuant to the applicable provisions of AB 26 X1 and AB 27 X1 (and the California Supreme
Court’s Order staying enforcement of a significant part of AB x1 26 and all of AB x1 27) , the
Agency’s authority to enter into contracts is limited to certain items permitted under AB x1 26. The
Agency may enter into contracts required to perform “enforceable obligations.” All of the services
contemplated under this contract will be performed to pursue enforceable obligations (e.g. those
projects contained in the Cooperation Agreements between the Agency and the City). The
Agency's actions are enforceable obligations under a Participation Agreement on this matter as
well as the Cooperation Agreement. Therefore, the Agency is authorized to be a party to this
transaction and agreements and other documents related thereto.
MEETING DATE: 09/26/11
AGENDA ITEM: JOINT CITY COUNCIL AND REDEVELOPMENT
AGENCY BOARD ITEM: Approval of Plans and
Specifications and Authorization to Publish Notice
Inviting Bids to Construct a Public Parking Lot on
City-Owned Property at 12601 Washington
Boulevard; and Approval of a Reciprocal Easement
Agreement with the Adjacent Property Owner at
12565 Washington Boulevard to Improve Access and
Circulation to/from the Property.
ATTACHMENTS
Description Pages
1. Proposed Parking Layout; and,
2. Draft Reciprocal Easement Agreement.
1
2 -23
ATTACHMENT 1
1
Reciprocal Easement Agreement
Page 1 of 14
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Sections 6103 and 27383
Recording Requested By and
When Recorded Mail To:
City of Culver City
9770 Culver Boulevard
Culver City, CA 90232-0507
Attn: City Clerk
________________________________________________________________
SPACE ABOVE THIS LINE FOR RECORDER’S USE
RECIPROCAL EASEMENT AGREEMENT
THIS RECIPROCAL EASEMENT AGREEMENT (this “REA”) dated for
identification purposes August , 2011, is made by and between
SAMUEL V. KARDASHIAN, TRUSTEE of the KARDASHIAN FAMILY TRUST
DATED NOVEMBER 1994 (“Site B Owner”), and the CITY OF CULVER CITY
(the “City” and “Site A Owner”) with the consent of A-Frame, LP, a California
limited partnership (“A-Frame”), and the Culver City Redevelopment Agency, a
public body corporate and politic (the “Agency”), and with reference to the
following:
RECITALS
A. The City is the fee owner of that certain real property located at
12601 Washington Boulevard, Culver City, County of Los Angeles, State of
California, more particularly described on Exhibit A hereto (herein, “Site A”).
B. Site B Owner is the fee owner of that certain real property located
at 12565 Washington Boulevard, Culver City, County of Los Angeles, State of
California, more particularly described on Exhibit B hereto (herein, “Site B”).
C. A-Frame is the current tenant of Site B, and the Agency has
heretofore made a loan (herein, the “Agency Loan”) to A-Frame in connection
with its business operations on Site B.
D. The City and Site B Owner (individually, an “Owner” and
collectively, “Owners”) desire to grant, establish and create certain reciprocal
easements over and upon Site A and Site B (collectively, the “Property”) for the
benefit of the present and future owners of the Property and their respective
occupants, lessees, sublessees, licensees and invitees.
ATTACHMENT 2
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Reciprocal Easement Agreement
Page 2 of 14
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Owners do hereby agree for
themselves, their successors and assigns and the respective owners, lessees,
sublessees, licensees, occupants, invitees and encumbrancers of Site A and Site
B as follows:
AGREEMENT
1. Recitals. The Recitals above are an integral part of this REA and
set forth the intentions of the Owners and the premises on which the Owners
have decided to enter into this REA. The Property and the improvements herein
described and contemplated are generally depicted on Exhibit C hereto.
2. Grant of Easements over Site A. Site A is to be developed by the
City as a public parking lot. At the same time, Site A will provide vehicular and
pedestrian access to Site B and to Washington Boulevard from the public alley
behind Site A.
(a) Site A Access Easement. The City hereby grants to Site B
Owner as an appurtenance to Site B for the use and benefit of Site B, Site B
Owner, its successors, assigns, lessees, sublessees, licensees, occupants,
invitees and encumbrancers thereof a non-exclusive easement in, on, over and
across Site A (the “Site A Access Easement) for the purposes of vehicular and
pedestrian ingress, egress and access from the alley behind Site A to Site B and
Washington Boulevard and the maintenance of parking spaces situated on Site B
that may encroach onto Site A. The Site A Access Easement granted in this
Section 2(a) shall continue until this REA is terminated as set forth in Section 12
below. The non-exclusive easement granted herein includes any and all
incidental rights of use, maintenance, repair and replacement upon Site A for the
benefit of the easement and Site B.
(b) Site A Trash Enclosure Easement. The City hereby grants
to the Site B Owner as an appurtenance to Site B for the use and benefit of Site
B, Site B Owner, its successors, assigns, lessees, sublessees, licensees,
occupants, invitees and encumbrancers thereof a non-exclusive easement (the
“Site A Trash Enclosure Easement”) in, on, over and across that portion of Site
A generally designated on Exhibit C hereto as the “Trash Enclosure” for the
purposes of inspecting, maintaining, operating, repairing and replacing the Trash
Enclosure for commercial business refuse disposal as defined in the Culver City
Municipal Code as amended from time to time. The Site A Trash Enclosure
Easement granted in this Section 2(b) shall continue until this REA is terminated
as set forth in Section 12 below. The non-exclusive easement granted herein
includes any and all incidental rights of use, maintenance, repair and
replacement upon Site A for the benefit of the easement and Site B.
ATTACHMENT 2
3
Reciprocal Easement Agreement
Page 3 of 14
3. Grant of Easements over Site B. The parking areas on Site B are
to be reconfigured by the City and the current exit from Site B onto Washington
Boulevard is to be removed and replaced by an exit from Site A. At the same
time, Site B will provide vehicular egress from Site A to and over Site B to the
public alley behind Site B.
(a) Site B Construction Easement. Subject to Section 5 below,
Site B Owner hereby grants to Site A Owner an easement (the “Site B
Construction Easement”) in, on, over and across Site B for the purposes of
creating a new exit from Site A onto Washington Boulevard, removing the current
exit from Site B onto Washington Boulevard, providing a new exit for Site A onto
the public alley behind Site B, and constructing the Parking Lots (defined below)
on Site A and on Site B.
(b) Site B Exit Easement. Site B Owner hereby grants to Site A
Owner as an appurtenance to Site A for the use and benefit of Site A, Site A
Owner, its successors, assigns, lessees, sublessees, licensees, occupants,
invitees and encumbrancers thereof a non-exclusive easement (the “Site B Exit
Easement”) in, on, over and across Site B for the purposes of vehicular and
pedestrian egress from Site A over Site B to the public alley behind Site B and
the maintenance of parking spaces situated on Site A that may encroach onto
Site B. The Site B Exit Easement granted in this Section 3(b) shall continue until
this REA is terminated as set forth in Section 12 below. The non-exclusive
easement granted herein includes any and all incidental rights of use,
maintenance, repair and replacement upon Site B for the benefit of the easement
and Site A.
4. Easement Areas. The easements described in Sections 2 and 3
hereof are sometimes hereinafter referred to collectively as the “Subject
Easements”. The location of the Subject Easements is established as of the
recordation date of this REA, and the location of areas of the Property affected
thereby shall not be varied without the prior written consent of each of the parties
hereto and the City Manager (or his or her designee) of the City of Culver City.
5. Improvements on the Easement Areas.
(a) City Obligations. The City agrees to construct and install
the following improvements within the times set forth herein below (collectively,
the “Improvements”):
(1) The parking lot improvements (the “Parking Lots”) on
the Property more particularly described in the Project Budget and Scope of
Work attached hereto as Exhibit D;
(2) The Trash Enclosure located within the Site A Trash
Enclosure Easement, the dimensions of which shall be not less than ten (10) feet
ATTACHMENT 2
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Reciprocal Easement Agreement
Page 4 of 14
by twelve (12) feet by six (6) feet in height, with an opening of eight (8) feet and
six (6) inch curbing on the inside walls;
(3) Closing the current egress from Site B to Washington
Boulevard and creating a new egress from Site A to Washington Boulevard;
(4) Creating access to Site A from the public alley behind
Site A and creating egress from Site B to the public alley behind Site B.
(b) Schedule of Performance. The City shall commence
construction of the Improvements no later than February 1, 2011 and completion
of the Improvements shall occur no later than August 1, 2012. These dates may
be amended upon the mutual agreement of the parties hereto, which shall not be
unreasonably withheld, conditioned, or delayed.
(c) Sources of Funds. Site B Owner acknowledges and agrees
that the City’s obligations under this REA to construct and install the
Improvements are limited to the following sources and restrictions:
(1) For the Parking Lots, (i) a pledge of “net available tax
increment” pursuant to that certain Cooperation Agreement dated January 15,
2011, as amended by the First Amendment thereto dated February 22, 2011 and
as further amended by the Second Amendment thereto dated March 7, 2011,
each made by and between the City and the Agency (collectively, the
“Cooperation Agreement”) and (ii) certain “Assets” (defined in the Cooperation
Agreement) transferred by the Agency to the City to assist in completing the
Parking Lots, among other projects, pursuant to that certain Agreement of
Assignment dated March 7, 2011, by and between the Agency and the City,
copies of which are public records on file in the offices of the City Clerk. The
Assets and the “net available tax increment” described herein above are
collectively referred to herein as the “Agency Funds”. Notwithstanding the
foregoing, the City does hereby confirm and agree that it now has and will have
sufficient Agency Funds to complete the Improvements herein contemplated
within the time frames set forth above.
(2) For the Trash Enclosure, the materials, design and
construction thereof shall be limited to a project budget not to exceed $10,000,
which sum (the “Agency Loan Proceeds”) has been loaned to A-Frame by the
Agency and shall be contributed by A-Frame to the City for use in constructing
the Trash Enclosure. In the event the Agency Loan Proceeds are insufficient to
cover the costs to construct the current design of the Trash Enclosure, the
Owners agree to cooperate to redesign the Trash Enclosure to accommodate
that part of the project budget for the same.
(3) Nothing in this REA shall require the City to expend or
promise to expend monies from its general fund to satisfy the obligations set forth
in this Section 5. The City’s liability for damages resulting from or under this
ATTACHMENT 2
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Reciprocal Easement Agreement
Page 5 of 14
Section 5 shall be limited to the Agency Funds and the Agency Loan Proceeds,
as applicable, in the City’s possession, and without resort to any other assets of
the City (other than Site A and/or any proceeds from the City’s disposition of Site
A) and not through the City’s general fund.
(4) Except for the contribution of $10,000 by A-Frame,
nothing in this REA shall require Site A Owner or A-Frame to expend additional
funds for the construction of the Improvements on the Property.
6. Parking Restrictions.
(a) Parking Hours. Parking on the Subject Easements shall be
restricted to the following hours and limitations:
(1) 6:00 a.m. to 2:00 a.m., 2 hour parking limit.
(2) 2:00 a.m. to 6:00 a.m., No parking permitted.
(b) Parking Controls. Parking on the Subject Easements shall
be controlled as follows:
(1) Site A. Public parking on Site A may be metered and
enforced by Site A Owner. All revenue derived from such metering shall be the
property of Site A Owner.
(2) Site B. Parking on Site B shall not be open to the
public and shall be limited to Site B Owner, its tenant, its and their invitees only.
Site B Owner and its tenant may cause others to be towed without warning;
provided, however, Site B Owner shall install and maintain signage in
accordance with City regulations for the term of this REA. Such signage shall
read substantially as follows: “During A-Frame Business Hours This Space
Reserved for A-Frame Restaurant. All others will be towed. CCMC Section
7.01.235 Police Department (310) 837-1221”. By separate agreement between
Site B Owner and the tenant of Site B, and/or its or their successors in interest,
Site B Owner and the tenant of Site B, if any, may derive revenue from the
parking area on Site B in accordance with City regulations, and the same shall be
the property of Site B Owner and/or the tenant of Site B and shall not be the
property of Site A Owner.
7. Maintenance Obligations. The following Site A Maintenance
Obligations and the Site B Maintenance Obligations may hereinafter be referred
to collectively as the “Maintenance Obligations”.
(a) Site A. With the exception of the Trash Enclosure, Site A
Owner shall keep, maintain and repair Site A and all landscaping and/or
improvements located upon Site A in a good and clean state of condition and
ATTACHMENT 2
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Reciprocal Easement Agreement
Page 6 of 14
repair to allow all weather access including, without limitation, the filling of
chuckholes, repairing cracks, repairing and maintaining drainage structures,
removing debris, maintaining signs, markers, striping and lighting, if any, and
other work reasonably necessary or proper to repair and preserve Site A
(collectively, the “Site A Maintenance Obligations”).
(b) Site B. With the exception of the construction activities and
clean up following the same by Site A Owner upon Site B, Site B Owner shall
keep, maintain and repair Site B, the Trash Enclosure and all landscaping and/or
improvements located upon Site B and/or within and immediately surrounding the
Trash Enclosure in a good and clean state of condition and repair to allow all
weather access, including, without limitation, the filling of chuckholes, repairing
cracks, repairing and maintaining drainage structures, removing debris,
maintaining signs, markers, striping and lighting, if any, and other work
reasonably necessary or proper to repair and preserve Site B and the Trash
Enclosure (collectively, the “Site B Maintenance Obligations”).
(c). Allocation of Maintenance Costs. The costs to keep,
maintain and repair the Property (the “Maintenance Costs”) shall be borne by
the Owners as follows:
(1) With the exception of the Trash Enclosure, Site A
Owner shall pay for all of the costs and expenses incurred for the Site A
Maintenance Obligations; and
(2) Site B Owner shall pay for all of the costs and
expenses incurred for the Site B Maintenance Obligations. Site B Owner shall
also be responsible for all charges, fees or costs associated with providing waste
bins and removal services in said area; provided, however, such costs may be
apportioned with any future grantee of an easement similar to the Site A Trash
Enclosure Easement made by the Site A Owner.
(d) Maintenance Defaults. If either Owner fails to perform its
respective Maintenance Obligations, then the other Owner may, but shall not be
obligated to, deliver written notice to such Owner setting forth in reasonable
detail the specific maintenance and/or repairs which it believes to be required. If
the defaulting Owner fails to commence to cure such non-performance within 90
days after receipt of notice from the other Owner, then the non-defaulting Owner
may, but shall not be obligated to, enter upon the other Owner’s Site and cause
such Maintenance Obligations to be performed at the cost of defaulting Owner.
Upon performance by the non-defaulting Owner of such Maintenance
Obligations, the non-defaulting Owner shall be entitled to reimbursement by the
defaulting Owner of the reasonable and actual cost thereof. If the defaulting
Owner fails to reimburse the non-defaulting Owner within 30 days after receipt
from the non-defaulting Owner of a statement of the amount due for the
performance of the Maintenance Obligations, then all such unpaid costs shall
ATTACHMENT 2
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Reciprocal Easement Agreement
Page 7 of 14
accrue interest from the date incurred by the non-defaulting Owner at the lower
of (i) three percent (3%) over the prime rate of Wells Fargo Bank or comparable
institution in the State of California on the date payment is made by the other
Owner or (ii) the maximum non-usurious interest rate permitted by law (the
“Default Rate”).
8. No Discrimination. Site B Owner herein covenants by and for itself,
its successors and assigns and every successor in interest to Site B or any part
thereof, that there shall be no discrimination against or segregation of any person
or group of persons, on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections
12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section
12955, and Section 12955.2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall
the transferee itself or any person claiming under or through him or her, establish
or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy, of tenants,
lessees, sublessees, subtenants, or vendees of Site B.
9. Insurance. Prior to either Owner’s exercise of any rights or
obligations under this REA, each Owner shall furnish to the other evidence of
commercial general liability insurance, in form, coverage and with limits
reasonably acceptable to the other Owner but not less than Two Million Dollars
($2,000,000.00). The above notwithstanding, the City may submit as a substitute
for the required form, a Certificate of Self Insurance with proper evidence of
excess liability coverage. The other Owner shall be named as an additional
insured on the insuring Owner’s liability policy. The following language or its
equivalent shall appear in each policy or the applicable certificate of insurance: “It
is hereby understood and agreed that this policy is primary and noncontributing
with any other valid and collectible insurance.” Each policy shall be underwritten
by insurance companies with a “Best’s Key Rating Guide” rating of A or better
and financial size of VIII or greater. Each policy shall contain an endorsement
providing for an unqualified thirty (30) days advance written notice to the other
Owner prior to cancellation, termination or material reduction in coverage. Each
Owner shall provide a certified copy of such insurance policy to the other Owner.
Each Owner shall cause its insurance obligation under this Section 9 to survive
any termination or expiration of this REA for a period of five (5) years.
10. Indemnification. Each Owner (the “Indemnifying Party”) shall be
liable to the other Owner (the “Indemnified Party”) for any damage to the
Property that may be sustained by reason of the negligence of the Indemnifying
Party or the Indemnifying Party’s permittees, invitees, agents, contractors,
subcontractors, employees, officials, members and other representatives (the
“Indemnifying Party’s Representatives”). Each Indemnifying Party hereby
agrees to protect, defend, indemnify and hold harmless the Indemnified Party
and the Indemnified Party’s permittees, invitees, agents, contractors,
ATTACHMENT 2
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Reciprocal Easement Agreement
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subcontractors, employees, officials, members and other representatives (the
“Indemnified Party’s Representatives”) from and against any and all liabilities,
claims, actions, damages, losses, expenses, judgments, demands and defense
costs (including, without limitation, costs and fees of litigation, including
attorney’s fees and costs) (collectively, the “Indemnified Claims”) caused by the
Indemnifying Party’s and/or any of the Indemnifying Party’s Representative’s
willful misconduct or negligence or the Indemnifying Party’s and/or any of the
Indemnifying Party’s Representative’s failure to comply with any obligation
contained in this REA; provided that no Indemnifying Party shall be required to
indemnify an Indemnified Party or any Indemnified Party’s Representatives for
any Indemnified Claim to the extent caused by the negligence or willful
misconduct of the Indemnified Party and/or any of the Indemnified Party’s
Representatives. Insurance policy limits shall not act as a limitation upon the
amount of indemnification to be provided pursuant to this REA. The indemnity
provisions of this Section 10 shall survive any expiration or termination of this
REA.
11. Liens. If either Owner, its successors and assigns, shall fail to pay
and to discharge any mortgage, pledge, lien, charge, encumbrance or claim
(collectively, “Liens”), for which said Owner’s Site or any portion thereof has
been pledged as security, the other Owner may (but shall not be obligated to)
pay or discharge it, and the amount paid by the other Owner and the amount of
all costs, expenses, interest and penalties connected therewith, including
attorney fees, together with interest at the Default Rate, shall be deemed to be
and shall be payable by the defaulting Owner, its successors and assigns, to the
non-defaulting Owner on demand.
12. Effective Date; Duration. The term of this REA shall commence
upon the recordation hereof in the Office of the County Recorder of Los Angeles
County, California (the “Effective Date”) and shall remain in effect for not less
than ten (10) years (the “Initial REA Period”) subject to the following terms and
conditions:
(a) After the Initial REA Period, either Owner shall have the
right, upon not less than one hundred eighty (180) days prior written notice to the
other Owner, to terminate this REA.
(b) Site B Owner shall have the right to terminate this REA in
the event that all or any part of the improvements on Site B are so materially and
adversely damaged or destroyed by fire or other casualty that the then current
tenant of Site B elects to cease operation of the improvements thereon. In the
event Site B Owner elects to repair or restore such damaged or destroyed
portions of the improvements on Site B, then Site A Owner agrees that its right to
use the Site B Easements may be temporarily suspended during Site B Owner’s
repair and/or restoration of said improvements.
ATTACHMENT 2
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Reciprocal Easement Agreement
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(c) If either Owner exercises its termination right in accordance
with the provisions of this Section 12, the other Owner shall execute and deliver
to the requesting Owner all documents reasonably required by the requesting
Owner, including, without limitation, a Quitclaim Deed, to terminate this REA.
Except as otherwise provided Sections 9 and 10 above, as of any such
termination date, the Owners shall be freed and discharged of all further
obligations hereunder; provided, however, the following obligations shall remain:
(1) Site B Owner shall construct and install on Site B a
trash enclosure similar in scope to the Trash Enclosure and in conformance with
the Culver City Municipal Code, as may be amended from time to time, at Site B
Owner’s sole cost, including making commercially reasonable efforts to obtain all
necessary City permits;
(2) Site A Owner hereby acknowledges and agrees that
Site B Owner may restore and reopen a drive approach from Site B onto
Washington Boulevard; provided, however, such drive approach is in
conformance with the Culver City Municipal Code, as may be amended from time
to time, at Site B Owner’s sole cost, including making commercially reasonable
efforts to obtain all necessary City permits; and
(3) Each Owner shall re-stripe their respective parking
areas, each at their own costs, and without encroachment onto the other Owner’s
Site.
13. Cumulative Remedies. The remedies hereby specified are
cumulative, and the specification of a remedy shall not be deemed to preclude an
aggrieved person’s resort to any other remedy at law, in equity or under any
statute. The foregoing notwithstanding, the Owners acknowledge that a default
or breach of the covenants, restrictions or other obligations under this REA shall
not cause or give rise to a termination, or any right of termination, of the
easements established or granted hereunder.
14. Specific Performance. Due to the unique obligations of each
Owner to be performed hereunder, which if an Owner (the “Defaulting Party”)
defaulted in the performance thereof would cause injury to the other Owner (the
“Injured Party”) which could not be reasonably and adequately compensated in
damages, the Injured Party shall have the right at its option to bring an action for
injunctive relief, specific performance, declaratory judgment or other equitable
relief as appropriate, should the Defaulting Party default in its obligations
hereunder and such default shall continue for more than thirty (30) days after
receipt of written notice thereof from the Injured Party to the Defaulting Party;
provided, however, in the event such default cannot reasonably be cured within
thirty (30) days, the Defaulting Party shall have such additional time as is
reasonably required to cure such default provided that the Defaulting Party has
commenced the cure within the initial thirty (30) day period and thereafter is
ATTACHMENT 2
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Reciprocal Easement Agreement
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diligently prosecuting such cure, but in no event no later than sixty (60) days after
receipt of such notice.
15. Notices. All notices, requests for approval and other
communications provided for under this REA shall be in writing, and shall be
delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid, or by private overnight courier service, addressed to
the party to receive such communication at the following address or by facsimile
to the facsimile number for such party set forth below, and shall be effective upon
receipt or refusal or inability to accept delivery:
If to Site B Owner, then to : Sanjo Investments
5840 Uplander Way, Suite 100
Culver City, California 90230
Attn: Ernie A. Farhat
with a copy to: A-Frame Restaurant
12565 W. Washington Blvd.
Los Angeles, California 90066
Attn: David Reiss
and to: Rosenberg & Koffman
1801 Century Park East, Suite 2200
Los Angeles, California 90067
Attn: Gregory S. Koffman, Attorney
If to the City, then to: City of Culver City
9770 Culver Boulevard
Culver City, California 90232-0507
Attn: City Manager
with a copy to: Culver City Redevelopment Agency
Attn: Executive Director
9770 Culver Boulevard
Culver City, California 90232-0507
Notice of change of address shall be given by written notice in the manner
detailed in this Section 15.
16. Entire Agreement. This REA contains the entire agreement
between the Owners with respect to the matters set forth herein, and supersedes
all prior or contemporaneous agreements (whether oral or written) between the
Owners with respect to the matters set forth herein.
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17. Successors and Assigns. The Owners hereby agree that the
Property is and shall be held, conveyed, hypothecated, encumbered, leased,
rented, used and occupied subject to the limitations, restrictions, easements,
covenants and conditions set forth in this REA and that all of the limitations,
restrictions, easements, covenants and conditions set forth in this REA shall run
with the land, shall be binding on and inure to the benefit of all parties having or
acquiring any right, title or interest in the Property and each of their respective
successors and assigns and shall be enforceable in accordance with applicable
law, including, but not limited to, the law of contracts, easements, equitable
servitudes and the provisions of Section 1468 of the California Civil Code.
18. Amendment. This REA may be modified only in a writing signed by
the Owners in interest at the time of the modification.
19. Future Litigation Expenses. If either Owner brings an action or
proceeding by reason of defaults, breaches, tortious acts, or otherwise arising
out of this REA, the prevailing party in such action or proceeding shall be entitled
to its costs and expenses of suit including, but not limited to, reasonable
attorneys’ fees and expert witness fees. Attorneys’ fees under this Section 19
shall include reasonable attorneys’ fees on any appeal and, in addition, an
Owner entitled to attorneys’ fees shall be entitled to all other reasonable costs
and expenses incurred in connection with such action. In addition to the
foregoing award of attorneys’ fees to the prevailing party, the prevailing party in
any lawsuit shall be entitled to its reasonable attorneys’ fees incurred in any post-
judgment proceedings to collect or enforce the judgment. This provision is
separate and several and shall survive the merger of this REA into any judgment
on this REA.
20. Severability. In case any one or more provisions set forth in this
REA shall for any reason be held invalid, illegal or unenforceable in any respect,
any such invalidity, illegality, or unenforceability shall not affect any other
provision of this REA, and this REA shall be construed as if such invalid, illegal or
unenforceable provision had never been incorporated herein; provided that the
deletion of such provision does not materially alter this REA.
21. Governing Law. This REA shall be governed by, and construed in
accordance with, the laws of the State of California.
22. Counterparts. This REA may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument. Any signature page may
be detached from any counterpart and re-attached to another counterpart to
make one full and complete executed agreement.
23. Authority. Each Owner to this REA represents and warrants that it
has authority to enter into this REA and to grant the rights and assume the
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obligations set forth in this REA. Each individual signing this REA represents
and warrants that he or she has been authorized to do so by proper action of the
Owner on whose behalf he or she has signed.
24. Conflict of Interest. No member, official or employee of City shall
have any personal interest, direct or indirect, in this REA nor shall any such
member, official or employee participate in any decision relating to the REA
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.
25. Non-Liability of City Officials and Employees. No member, official,
agent, legal counsel or employee of City shall be personally liable to Site B
Owner or any of its successors in interest in the event of any default or breach by
City or for any amount which may become due or on any obligation under the
terms of this REA.
26. Captions. The captions of this REA are inserted for convenience
and are not part of this REA.
27. No Third Party Beneficiary. This REA is entered into solely for the
benefit of the Owners hereto and their successors and assigns. Other than the
Owners hereto and their successors and assigns, no third party shall be entitled
to directly or indirectly base any claim, or to have any right arising from or related
to this REA.
28. Mutual Cooperation. The Owners shall take all further actions,
including the execution of such additional documents, as shall be necessary to
effectuate the purpose of this REA.
29. Exhibits. All exhibits referred to in this REA are incorporated herein
by reference.
30. Subordination. Site B Owner covenants and agrees for itself, its
successors, its assigns and every successor in interest to Site B or any part
thereof, that this Agreement shall be superior to the lien of any mortgage or deed
of trust, but nothing contained herein shall prohibit any mortgage or deed of trust
or render invalid the lien thereof.
[Signatures begin on following page.]
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IN WITNESS WHEREOF, the Owners have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized as
of the dates shown below.
“Site A Owner” CITY OF CULVER CITY
Date: By:
John Nachbar, City Manager
APPROVED AS TO FORM:
CAROL SCHWAB, City Attorney
“Site B Owner” KARDASHIAN FAMILY TRUST DATED
NOVEMBER 1994
Date: ___________ By:
Samuel V. Kardashian, Trustee
The undersigned hereby consent to and agree to be bound by the foregoing
REA:
“A-Frame” A-FRAME, LP, a California limited partnership
By: JENEBA BA, INC., a California corporation
its General Partner
Date: _______________ By:
David Reiss, its President
“Agency” CULVER CITY REDEVELOPMENT AGENCY,
a public body corporate and politic
Date: ______________ By: ____________________________
John Nachbar, Executive Director
[Signatures continue on next page.]
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APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
Agency General Counsel
By:
Theodore (Ted) M. Ballmer
Exhibits:
A: Description of Site A
B: Description of Site B
C: Site Map
D: Project Budget & Scope of Work
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CALIFORNIA ACKNOWLEDGEMENT
State of California
County of __________________________)
On _______________________ before me,
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
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CALIFORNIA ACKNOWLEDGEMENT
State of California
County of __________________________)
On _______________________ before me,
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
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CALIFORNIA ACKNOWLEDGEMENT
State of California
County of __________________________)
On _______________________ before me,
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
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CALIFORNIA ACKNOWLEDGEMENT
State of California
County of __________________________)
On _______________________ before me,
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
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Reciprocal Easement Agreement
Exhibit A
EXHIBIT A
Description of Site A
Real property in the City of Culver City, County of Los Angeles, State of
California, described as follows:
LOTS 4 AND 5 OF TRACT NO 9060, IN THE CITY OF CULVER CITY, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 123, PAGES 48 AND 49 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF LOS ANGELES COUNTY.
ASSESSOR'S PARCEL NO. 4231-019-050
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Reciprocal Easement Agreement
Exhibit B
EXHIBIT B
Description of Site B
Real property in the City of Culver City, County of Los Angeles, State of
California, described as follows:
LOT 1, 2 & 3 OF TRACT NUMBER 9060, IN THE CITY OF CULVER, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 123 PAGE(S) 48 & 49 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
ASSESSOR'S PARCEL NO. 4231-019-049
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Exhibit C
EXHIBIT C
Improvements To Be Constructed on Property
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Reciprocal Easement Agreement
Exhibit D
EXHIBIT D
PROJECT BUDGET AND SCOPE OF WORK
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