City of Culver City, California
Agenda Item Report
Meeting Date: 01/30/12 Item Number: J-5
JOINT CITY COUNCIL/REDEVELOPMENT AGENCY BOARD AGENDA ITEM:
PUBLIC HEARING – Adoption of a Resolution Approving a Disposition and
Development Agreement for the Sale of City Owned Property Located at 9300
Culver Boulevard to Combined Properties Inc. / Hudson Pacific Properties Inc.
Contact Person / Department:
Joe Susca/CDD
Todd Tipton/ CDD
Phone Number:
(310) 253-5763
(310) 253-5783
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [X] Action Item: [X] Attachments: [X]
Commission Action Required: Yes [] No [X] Date:
Public Notification (E-Mail) Redevelopment Agency Projects (01/12/12); (E-Mail) Meetings
and Agendas – City Council (01/26/12); (E-Mail) The Downtown Business Association
(01/12/12); (E-Mail) The Advisory Committee on Redevelopment (01/12/12); (E-Mail) The
Gateway Neighborhood Association (01/12/12); (E-Mail) Combined Properties Inc. /
Hudson Pacific Properties Inc. (01/12/12); (E-Mail) The Downtown Neighborhood
Association (01/12/12); (E-Mail) The Culver City Chamber of Commerce (01/12/12); (E-
Mail) Members of the public who attended the 11/09/10 workshop on the subject matter
(01/12/12); (E-Mail) Members of the public who pulled speaker cards on the subject
matter during the City Council/Agency Board meetings of 10/04/10, 02/14/11, 06/13/11,
09/12/11, 10/03/11, 10/04/11, 10/24/11 and 12/05/11 (01/12/12); (Website) The City’s
Parcel B Webpage (01/12/12); (Newspaper) Notice was published in the Culver City
News on 01/12/12 and 01/19/12; (U.S. Post) A public notice was mailed to businesses,
residents, and property owners in excess of a 500’ radius of the site (01/12/12); (U.S.
Post and E-Mail) Rush Pacifica LLC (01/12/12).
Department Approval:
Sol Blumenfeld: (01/26/12)
City Attorney Approval:
Carol Schwab (by H. Baker) (01/26/12)
Agency General Counsel Approval:
Murray Kane: (01/25/12)
Chief Financial Officer Approval:
Jeff Muir (01/26/12)
City Manager/Executive Director Approval:
John M. Nachbar (01/26/12)
RECOMMENDATION:
Staff recommends the City Council adopt a resolution approving a Disposition and
Development Agreement (DDA) with Combined Properties Inc. / Hudson Pacific
Properties Inc. (Combined) to sell City property located at 9300 Culver Boulevard
(Parcel B) and 2) approve the construction of extra public parking and the Town
Plaza expansion.|1010|
City of Culver City, California
Agenda Item Report
PROCEDURE:
1. Mayor seeks a motion from the City Council to receive and file the affidavits of
mailing, publication and posting of notices, and correspondence received in
response to the public hearing notices.
2. Mayor calls for a staff report and/or poses questions to staff as desired.
3. Mayor opens the public hearing.
4. Mayor inquires of the City Clerk whether any correspondence was received
regarding the proposed disposition of real property.
5. Mayor seeks a motion to close the City Council public hearing after all
audience testimony has been presented.
6. City Council discusses the matter and arrives at its decision.
BACKGROUND:
On February 14, 2011 the Agency Board and City Council approved a two-step
process to select a developer for Parcel B. The first step involved issuing a Request
for Qualifications (RFQ) in order to identify the most qualified firms to develop Parcel
B. The second step involved issuance of a Request for Proposals (RFP) to the most
qualified respondents in order to obtain the best development proposals for Parcel
B.
Combined responded to the RFP with a proposal comprised of an office and retail
complex of three uniquely styled contemporary buildings set on a podium of ground
level retail. Stepped roof lines, setbacks, cantilevers and varying window treatment
create the building form for the office which reveals as two or three buildings
depending upon orientation to the project. The project materials include wood, brick,
copper, colored metal panels and green glass. The development includes an
“Elevated Plaza” and “Grand Stairs” that front on the adjacent Town Plaza, which
are 50 feet in width, rise one story and connect at the second level with an elevated
plaza, a large restaurant, retail space, stairs and offices. The project contains
115,108 square feet of gross building area and includes both conventional office
and “loft-style” creative office space fronting the Elevated Plaza. The stair and plaza
features are to be dedicated for public use and are intended to be used in
connection with public art and performance events in conjunction with the adjacent
Town Plaza (the “Project”).
On December 5, 2011, the City Council/Agency Board selected Combined as
developer and directed the City Manager to negotiate a DDA for development of
Parcel B consistent with the Project.
DISCUSSION:
The following summarizes the DDA terms and conditions. City of Culver City, California
Agenda Item Report
DDA Terms and Conditions:
Land Payment:
1. Combined’s land payment is estimated at approximately $4,022,400 reflecting
certain credits and debits related to construction of expanded restrooms,
building modifications in connection with public parking, extra permit fees and
any potential net savings on public improvements as identified below:
- Combined must pay permit fees for the Project set at $8.70 per sq. ft,
which equates to approximately $1 million. The City will reduce the land
payment by an amount equal to the difference between the permit costs
actually incurred and the estimated permit cost in the RFP. ($8.70 per sq.
ft. of gross building area).
- The City may receive an increased land payment by an amount equal to
any public improvement costs Combined incurs less than $350,000.
- The City requires Combined to expand the public restrooms to
accommodate public events. Accordingly, Combined’s land payment will
be reduced by an amount equal to the estimated costs of $65,100.
- If the City chooses to construct the public parking, the City will reduce the
land payment by the estimated costs of $62,500 to modify the building
due to the garage ramp relocation.
Prevailing Wage:
1. The Project is subject to prevailing wage. Because Combined’s land payment
assumed union wage, the City will fund any difference between union and
prevailing wage. The Agency’s financial consultant Keyser Marston
Associates (KMA) believes the increased cost difference between union and
prevailing wage is approximately 5% to 7%. The cost difference between the
two amounts will be determined through the bid process. The City will reduce
the land payment by an amount equal to the bid difference. The amount is
capped at $2 million, although the actual amount is anticipated to significantly
less than the cap. If the prevailing wage premium exceeds the cap, the City
will have the opportunity to terminate the DDA.
Parking:
1. The City will create approximately 100 public spaces beneath Town Plaza;
2. Combined will create approximately 98 spaces beneath Parcel B.
3. The City and Combined will each pay their pro rata share of the parking. City of Culver City, California
Agenda Item Report
4. The City (in cooperation with Combined) will execute a contract with a parking
consultant to study the Project parking and determine the most efficient and
cost effective garage design. The design will provide potential connection to
The Culver Studio’s proposed subterranean garage if built.
5. Combined will enter into a 55-year parking license, with the option to extend
up to 99-years, to provide 317 code required parking spaces in the Ince
Parking Structure for employees and customers of the Project and pay the
prevailing parking rates for their use.
6. Combined constructs all of the parking. The City will pay Combined a 4%
construction management fee.
7. The cost of the public parking spaces will be determined by a public bidding
process administered by Combined and the City.
8. Combined receives the revenue for their private parking spaces and the City
receives the revenue for the public parking spaces.
9. Combined and the City fund their pro-rata share of the ongoing maintenance
and operation costs.
10. The DDA includes a reciprocal easement between Combined and the City to
accommodate parking access, elevators, stairs and utility access.
Elevated Plaza/Grand Stairs/Storage and Restrooms:
1. Combined and City will agree to an annual performance schedule for public
events located at the Elevated Plaza/Grand Stairs.
2. A license agreement provides the City use of the Elevated Plaza/Grand Stairs
for public events.
3. The City will be responsible for reimbursing Combined for such maintenance
related to public events at the Elevated Plaza/Grand Stairs.
4. The City will be responsible for maintaining the public restrooms and storage
area. The storage area will accommodate chairs, a stage, lighting and related
public event equipment.
Tenant Control:
1. The City will approve ground-floor tenants through a pre-approved tenant list
for seven years following completion of construction.
Historic Culver Sign License:
1. Combined may enter into a separate no-fee license agreement for use of the
historic Culver neon sign salvaged from the Kirk Douglas Theater renovation
project.
2. The sign will be restored, installed and be maintained at Combined’s
expense.
Town Plaza Expansion: City of Culver City, California
Agenda Item Report
1. The Town Plaza expansion will be funded by the City.
2. The Town Plaza construction will be managed by Combined. Combined will
be paid 4% of the construction cost as a management fee.
3. The construction cost will be determined by the bid process.
4. Combined will modify the original plans to reflect the plaza being built over a
subterranean parking structure and include a ramp within the Access Road as
well as other minor modifications.|1010|
5. The City will be responsible for maintenance of the existing Town Plaza as
well as the expanded area. It currently costs approximately $30,000 annually
for utility bills, steam cleaning, and landscape maintenance for the existing
Town Plaza, and its expansion will result in increasing those costs.
Elimination of Blight:
When the Washington-Culver Redevelopment Project No. 3 was adopted in 1975,
specific problems (blighting conditions) were identified in the report to Council on the
proposed Redevelopment Plan. These problems or blighting conditions that
impacted the Project area are outlined in detail in the Summary Report Pursuant to
Section 33433 of the California Health and Safety Code which is attached to this
staff report for your review.
Environmental Determination:
The Town Plaza Project was considered in a Final Supplemental Environmental
Impact Report (FSEIR) which was certified by the Agency on May 3, 1999. The
Town Plaza Project was approved as Site Plan Review, SPR P-1999044, by
Planning Commission Resolution No. 2000-P0003 on January 31, 2000. This
approval was modified three times pursuant to Resolutions No. 2001-P007, No.
2002-P001, and No. 2007-P012. The Project approval totals approximately 115,108
gross square feet of building area.
The FSEIR satisfies the requirements under CEQA, the circumstances under which
the FSEIR was prepared and certified have not significantly changed, and no new
significant information has been found that would impact the FSEIR; therefore, no
additional environmental analysis is required in connection with the proposed sale
and development of Parcel B and the approval of the DDA.
The existing entitlements for the Project remain effective, and upon submittal of the
schematic plans and design development plans by Combined, staff will verify that
they are in substantial conformance with the entitlement.
City of Culver City, California
Agenda Item Report
FISCAL ANALYSIS:
The Project will generate $4,022,400 in estimated one-time land sale proceeds and
$334,000 in City General Fund revenues annually. The City would receive
approximately $1.1 million in one-time building permit and related fees.
The public parking is estimated to cost approximately $37,000 per space for a total
of $3,700,000. The actual cost to design and construct the City’s anticipated 100
public parking spaces will be determined upon conclusion of the public bidding
process. The Town Plaza expansion budget is $3,243,911, which does not include
redesign to accommodate the Project over a parking structure. It is expected that
sufficient bond proceeds exist to fund the cost to build the public parking and the
Town Plaza expansion, which must be confirmed through the public bidding process.
ATTACHMENTS:
1. Summary Report Pursuant to Section 33433 of the California Health and
Safety Code.
2. January 12 and 19, 2012 Public Notice.
3. Disposition and Development Agreement.
4. City Council Resolution approving the Disposition and Development
Agreement.
MOTION:
That the City Council:
1. Adopt a Resolution approving a Disposition and Development Agreement
between the City of Culver City and Combined Properties Inc. / Hudson
Pacific Properties Inc. for the sale and subsequent development of 9300
Culver Boulevard, including the construction of the Town Plaza Expansion in
an amount not to exceed $3,243,000 and construction of extra public parking
spaces in an estimated amount of $3,700,000, pursuant to Section 33433 of
the California Health and Safety Code; and
2. Authorize the City Attorney and City Special Counsel to review/prepare the
necessary documents; and
3. Authorize the City Manager to execute the Disposition and Development
Agreement on behalf of the City, and to issue interpretations, waive
provisions, enter into amendments on behalf of the City, and to sign all such
other documents and instruments necessary to implement and carry out the City of Culver City, California
Agenda Item Report
agreement on behalf of the City in such form as is reasonably acceptable to
the City Manager.
NOTES:
|1010|The Culver City Redevelopment Agency and the City entered into a Cooperation Agreement dated
January 15, 2011, as amended on February 22, 2011 and March 7, 2011 (collectively the
“Cooperation Agreement”). In furtherance of the Cooperation Agreement and to achieve important
public purposes, the Agency has conveyed the Parcel B property and other Agency-owned properties
to the City and has transferred the Agency’s cash accounts to the City to carry out the duties and
obligations of the Agency (without resulting liability to the City), devoid of relieving the Agency of its
duties and obligations to fulfill the goals and objectives of the Redevelopment Plan for Component
Area No. 3.
|1010|The existing Town Plaza was created when Washington Boulevard and Culver Boulevards were
realigned in 1994 as part of the Downtown Streetscape Improvement Project. As part of its
expansion, the existing plaza will be increased in size to absorb the former parking lot near the Culver
Hotel and the existing western side of Washington Boulevard between Main Street and Ince
Boulevard, up to its center median island.
The primary goal for the expansion is to increase the size of Downtown’s existing Town Plaza. The
plaza will take on a “T” shape as a result of the expansion and include a center square area that is
bordered by the Property’s retail/restaurant/office building, the Culver Hotel, Culver Boulevard at Main
Street, and three buildings to the south owned by George Plato, Culver Studios, and Renato
Romano. The expanded town plaza and center square will be better equipped to work in conjunction
with the existing plaza to accommodate such uses as book fairs, fashion shows, food festivals,
sporting events, audio-video presentations, outdoor dining, movies and musical performances.
MEETING DATE: 01/30/12
AGENDA ITEM:
CITY COUNCIL AGENDA ITEM: A Public Hearing to Consider a
Disposition and Development Agreement for the Sale of City Owned
Property Located at 9300 Culver Boulevard (Parcel B) to Combined
Properties Inc. / Hudson Pacific Properties Inc.
ATTACHMENTS
No. Item Pages
1
2
3
4
Summary Report Pursuant to Section 33433 of the
California Health and Safety Code
January 12 and 19, 2012 Public Notice
Disposition and Development Agreement
City Council Resolution Approving the Disposition
and Development Agreement
1-11
12-14
15-259
260-262
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SUMMARY REPORT PURSUANT TO
CALIFORNIA HEALTH AND SAFETY CODE SECTION 33433
ON A
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF CULVER CITY,
AND
COMBINED/HUDSON 9300 CULVER, LLC.
A DELAWARE LIMITED LIABILITY COMPANY
The following Summary Report has been prepared pursuant to California Health and Safety
Code Section 33433 (Section 33433). The Summary Report sets forth certain details of the
proposed Disposition and Development Agreement (Agreement) between the City of Culver City
(City), and a development team comprised of Combined/Hudson 9300 Culver (Developer). The
Agreement requires the City to convey the 50,730 square foot parcel located at 9300 Culver
Boulevard (Site) to the Developer for the construction of a 115,000 square foot retail/office
development (Project).
The Culver City Redevelopment Agency (Agency) used property tax increment revenue to
assemble the Site. Previously, the Agency entered into agreements with Oliver McMillan (1999-
2002) and Rush Pacifica (2006) relating to the development of the Site (Original Agreements).
Neither of the Original Agreements resulted in the development of the Site, and both were
subsequently terminated by the Agency. In January 2011, the Agency transferred fee title
ownership of the Site to the City.
The proposed Agreement is independent of any previous development plans for the Site. The
purpose of the Agreement is to effectuate the Redevelopment Plan (Redevelopment Plan) for
the Culver City Redevelopment Project, Component Area No. 3 (Project Area).
Due to the funding source used to acquire the Site, the proposed conveyance of the Site to the
Developer is subject to the reporting requirements imposed by Section 33433. Specifically,
Section 33433 requires the conveying entity to prepare a report that summarizes the financial
terms associated with the disposition transaction for the Site. The following Summary Report is
based upon the information contained within the Agreement, and is organized into the following
seven sections:
I. Salient Points of the Agreement: This Section summarizes the major responsibilities
imposed on the Developer and the City by the Agreement.
II. Cost of the Agreement to the City and the Agency: This section details the costs
previously incurred by the Agency, and the additional costs that must be incurred by the
City to implement the Agreement. |1010|ATTACHMENT 1
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III. Estimated Value of the Interests to be Conveyed Determined at the Highest Uses
Permitted under the Redevelopment Plan: This section estimates the value of the
interests to be conveyed determined at the highest use permitted under the
Redevelopment Plan.
IV. Estimated Reuse Value of the Interests to be Conveyed: This section summarizes
the valuation estimate for the Site based on the required scope of development, and the
other conditions and covenants required by the Agreement.
V. Consideration Received and Comparison with the Established Value: This section
describes the compensation to be received by the City, and explains any difference
between the compensation to be received and the established value of the Site.
VI. Blight Elimination: This section explains how the Agreement will assist in alleviating
blight in the Project Area.
VII. Conformance with the AB1290 Implementation Plan: This section describes how the
Agreement achieves goals identified in the adopted AB1290 Implementation Plan.
This Summary Report and the Agreement are to be made available for public inspection prior to
the approval of the Agreement.
I. SALIENT POINTS OF THE AGREEMENT
Scope of Development
The proposed scope of development can be described as follows:
1. The Project’s gross floor area totals 115,108 square feet, and it includes the following
uses:
a. Retail and restaurant uses totaling a minimum of 32,654 square feet; and
b. Office space totaling a minimum 55,470 square feet.
2. The parking garage may include 200 spaces in a single subterranean level. The parking
spaces are allocated as follows:
a. The parking allocated to the Project totals 98 spaces (Project Parking). These
spaces will be located on the Site.
b. At the option of the City, the Site adjacent to the City owned property will be
developed with approximately 102 public parking spaces (Public Parking).
The Agreement requires the Project to contain the following features: |1010|ATTACHMENT 1
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1. The Project design must complement the adjacent Town Plaza, the nearby Culver Hotel
and Culver Studios.
2. A “Grand Stair” must be constructed adjacent to Town Plaza and it will open at the top
into an “Elevated Plaza” containing approximately 1/3 of an acre of open space.
3. An anchor retail tenant must be located at the corner of Culver Boulevard and
Washington Boulevard;
4. At least one restaurant tenant must be located on the second level overlooking the
neighboring Town Plaza.
5. The Project must feature Public Restrooms and a storage area to house Town Plaza
equipment and furniture.
Developer Responsibilities
The Agreement requires the Developer to accept the following responsibilities:
1. The base purchase price for the Site is $4,022,400, and the land payment is due at the
close of escrow. The purchase price will be reduced to reflect the following
extraordinary costs that cannot be quantified at this time:
a. The costs to build the private component of the Project, excluding the parking
garage, will be bid assuming that union wages will be paid to the contractors and
subcontractors engaged to construct the Project. A separate bid will be prepared
to determine the costs that would be incurred if prevailing wages are paid. The
City will reduce the compensation for the Site by an amount equal to the
difference agreed upon by the City and the Developer. This amount is capped at
$2 million.
b. The Developer must pay 100% of the public permits and fees costs imposed on
the Project. The City will reduce the compensation for the Site by an amount
equal to the difference between $1,001,436 and the costs actually incurred by
the Developer.
c. The City will increase the compensation for the Site by an amount equal to any
infrastructure costs the Developer incurs under $350,000.
2. The Developer must accept conveyance of the Site in an as-is condition.
a. The Developer must pay any costs associated with remediating the Site. If these
costs exceed $800,000, the Developer has the right to terminate the Agreement.
b. Demolition of existing improvements will be performed at the Developer’s
expense. |1010|ATTACHMENT 1
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3. The Developer must provide the following prior to the close of escrow:
a. An executed construction contract;
b. Evidence that a construction loan has been obtained; and
c. Evidence that the building permits have been issued.
4. If the Public Parking component is included in the Project, the Developer must adhere to
the following design specifications:
a. The parking structure design must not preclude a connection to the proposed
Culver Studios garage;
b. The Project’s garage driveway should be located within the access road to
maximize the parking configuration and to minimize increased trip generation
impacts; and
c. The garage entry ramp should be located as far as possible from the intersection
to allow for adequate vehicle queuing during egress and between the proposed
project loading dock/service area and the western boundary of the proposed
Culver Studios garage.
5. The Developer must construct any off-site improvements required by the City to serve
the Project.
6. The Developer must construct the Project in accordance with the Scope of Development
attachment to the Agreement. This includes the following tenancy requirements:
a. The Developer must pursue the list of tenants identified in its response to the
City’s request for proposal (RFP) for the Site, and cooperate with the City in
pursuing additional qualified tenants;
b. The Developer must maximize retail tenants and to minimize restaurant tenants
on the ground level;
c. The Project must include at least one restaurant on the second floor level
abutting the Elevated Plaza; and
d. The Project must include an outdoor dining area that faces Town Plaza and the
Elevated Plaza, as described in the Developer’s RFP response.
7. The Agreement requires the Developer to accept the following requirements with respect
to the design and construction of the parking garage: |1010|ATTACHMENT 1
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a. The Developer must agree to allow the City to retain a consultant to provide a
preliminary parking study for the Project taking into consideration site access and
shared parking issues. The Developer has the right to retain a consultant to
study and review the results of the City’s study.
b. The Developer must cause the construction of the entire parking garage (Project
Parking and Public Parking); and
c. The Developer must pay for 100% of the costs associated with the Project
Parking, and its pro rata share of the parking design, driveway costs, and access
road costs as agreed upon by the Developer and the City.
8. The Developer must construct the following public uses:
a. The Developer must construct the Town Plaza improvements. The City will pay
for 100% of the Town Plaza construction costs, and will pay the Developer a 4%
fee to manage the construction.
b. The Developer must construct six-stall men and six-stall women Public
Restrooms. The Public Restrooms will remain open during the regular business
hours for the retail and restaurant uses, and during all scheduled City events.
c. The Developer must construct a minimum 500 square foot storage room to
house Town Plaza event staging, chairs, lighting systems, and related equipment
for City use.
9. The Developer must comply with the Art in Public Places Program requirement imposed
by the City. A portion of the requirement can be fulfilled with art provided within the
Project, and the balance can be fulfilled by the payment of an in-lieu fee to the City.
10. The Developer must maintain all required insurance coverages as outlined in the
Agreement.
11. The Developer, and any contractors and subcontractors engaged to construct the
Project, must comply with any applicable labor law requirements.
12. The Developer must enter into an irrevocable reciprocal easement with the City relating
to the following:
a. Access between the subterranean parking level and the Project with shared use
of elevators, stairs, and structural elements;
b. Adoption of a pro rata cost sharing agreement for ongoing maintenance and
utilities of shared areas, taking into account the use of rooftop photovoltaic
panels; |1010|ATTACHMENT 1
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c. Location of utilities on the subterranean level;
d. Minimum insurance provisions;
e. Security;
f. Hours of operation;
g. Use of Elevated Plaza/Grand Stair for public events;
h. Public use of Public Restrooms during Town Plaza events, and a storage room to
store Town Plaza event furniture and equipment; and
i. Maintenance requirements.
13. The Developer will be entitled to operate and manage the entire parking garage.
a. The Developer must remit any revenues generated by the Public Parking to the
City.
b. The Developer and the City must each pay their pro rata share of the ongoing
maintenance and operation costs for the parking garage.
14. The Developer agrees to the following with respect to the use of the Grand Stair and
Elevated Plaza:
a. The Developer must maintain the Grand Stair and Elevated Plaza in good
condition;
b. The Developer must allow the City exclusive use of the Grand Stair and Elevated
Plaza for City sponsored events in accordance with a calendar agreed to by the
Developer and the City each year; and
c. The Developer must allow the City to use and control the lighting system, water
features and stage in the Grand Stair/Elevated Plaza during public events.
15. The Developer may not make any change in the operational control of the Project
without first receiving approval from the City.
16. The Developer and the City may enter into an Historic Sign License Agreement with the
City containing the following provisions:
a. The City will not impose a fee for the use of the historic Culver Script neon sign,
however, the City will retain ownership of the sign;
b. The Developer must restore and install the sign at the Developer’s expense; |1010|ATTACHMENT 1
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c. The Developer must maintain the sign in good working order at the Developer’s
expense; and
d. The license will expire if the building is demolished or if the City wishes to use the
sign elsewhere.
i. If the City decides to terminate the license, the City must fund the cost of
the removal and renovation.
ii. If the Developer decides to terminate the license, the Developer must
fund the cost of the removal, packing, and transport to the City for
storage.
City Responsibilities
The Agreement imposes the following responsibilities on the City:
1. The City must provide the Developer with the reductions in the land price related to the
extraordinary costs identified in the Agreement.
2. The City must fund the construction costs and construction management fee associated
with the Town Plaza.
3. If the Public Parking component is included in the Project, the City will fund the following
parking costs with the proceeds of a tax-exempt bond issued by the City:
a. The City must pay the costs associated with constructing the Public Parking.
These costs are equal to the incremental difference between the cost to build the
Project Parking and the cost to build the Project Parking and the Public Parking.
Bids will be obtained to establish the Public Parking costs to be incurred by the
City:
i. The bid for the Project Parking will be based on the assumption that union
wages are paid to the contractors and subcontractors engaged to
construct the Project Parking.
ii. The bid for the Project Parking and Public Parking will be based on the
assumption that prevailing wages are paid to the contractors and
subcontractors engaged to construct the two parking components.
b. The City must pay a pro rata share of the parking design costs;
c. The City must pay a pro rata share of the driveway and access road design and
construction costs; and |1010|ATTACHMENT 1
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d. The City must pay the ongoing operating and maintenance costs associated with
the Public Parking.
4. The City must provide a Parking License to the Developer containing the following
provisions:
a. The Parking License must provide the Developer with the right to use 317
parking spaces in the adjacent Ince Parking Structure;
b. The location of the parking spaces subject to the Parking License are identified in
the Agreement; and
c. The Parking License term is 99 years as allowed by law.
5. The City must agree to the following with respect to the use of the Grand Stair and
Elevated Plaza:
a. The City must collaborate with Developer in preparing an annual calendar of
public events; and
b. The City must use good faith efforts accommodate use of any existing outdoor
dining area in the Elevated Plaza when using the space for public events.
II. COST OF THE AGREEMENT TO THE CITY AND THE AGENCY
The Agency incurred costs associated with implementing the Original Agreements for the Site.
In addition, the City will be required to incur additional costs to implement the currently proposed
Agreement. Both the Agency and City costs are detailed in the following sections of this
analysis.
The Summary Reports prepared in conjunction with the Original Agreements specified the
Agency costs associated with assembling the site; the interest carrying costs incurred on
assemblage expenditures; and the infrastructure costs. The costs incurred between September
1999 and January 2012 are estimated as follows:
Total Dollars
Original Acquisition Cost |1010| $7,406,000
Interest Cost |1010| $8,369,000
Agency Share of Infrastructure Cost $576,000
Total Previously Incurred Costs $16,351,000
|1010| As stated in the original September 1999 Summary Report for the Oliver McMillan DDA. |1010| Includes interest payments on acquisition costs incurred from the acquisition date through the execution
of the currently proposed Agreement. |1010|ATTACHMENT 1
9
1201007;CC:KHH:DP
11410.001.088/1/12/12
The City costs associated with implementing the currently proposed Agreement are assumed to
be paid for using proceeds from the Hayden Tract Parking Bond Allocation and the MTA
Funding Agreement. These costs are estimated as follows:
Total Dollars
Town Plaza
Construction Costs $3,013,000
Construction Management Fee 130,000
Public Parking
Construction Costs |1010| $3,672,000
Bond Interest |1010| 3,904,000
Parking Design/Access Road/Driveway 100,000
Total City Costs $10,819,000
Based on the terms of the Agreement, the City will receive a base land payment of $4,022,400.
However, the actual purchase price will reflect credits for extraordinary costs that cannot be
quantified at this time.
In addition to the new costs estimated to be borne by the City to implement the Project, the City
will incur the annual operating and maintenance costs associated with the Public Parking.
However, these costs will be offset by the annual revenues generated by the Public Parking.
The net annual revenues to be received by the City are estimated as follows:
Total Dollars
Public Parking Revenues |1010| $58,750
(Less) Public Parking Operations & Maintenance |1010| (43,350)
Net Annual City Revenues $15,400
III. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT
THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN
Section 33433 requires the City to identify the value of the interests being conveyed at the
highest use allowed by the requirements imposed by the Redevelopment Plan. The valuation
must be based on the assumption that near-term development is required, but the valuation
|1010| Based on an allocation of 102 spaces for the Public Parking and an estimated cost of $36,000 per
space. |1010| Based on a pro rata share of the interest costs associated with the debt service schedule for the City’s
outstanding bonds. |1010| Based on 102 spaces; an 80% occupancy rate; and $60 per space per month. |1010| Assumes $425 per space in annual operating costs. |10 10|ATTACHMENT 1
10
1201007;CC:KHH:DP
11410.001.088/1/12/12
does not take into consideration any extraordinary use, quality and/or income restrictions that
are being imposed on the development by the City.
The Site is zoned C-3 Commercial/Downtown Overlay Zone and designated for Downtown land
use in the City’s General Plan and in the Redevelopment Plan. The Site has no floor area ratio
(FAR) limit, but there is a 56 foot height limit. In an appraisal dated November 7, 2011, Lea
Associates, Inc. (Appraiser) concluded that the fair market value of the unentitled Site is
$5,050,000. This equates to approximately $100 per square foot of land area.
IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED
Keyser Marston Associates, Inc. (KMA), the City’s financial consultant, prepared a reuse
valuation analysis of the Project based on the financial terms and conditions imposed by the
Agreement. The KMA analysis concluded that the fair reuse value of the Site is $3,924,000.
This equates to approximately $77 per square foot of land area.
V. CONSIDERATION RECEIVED AND COMPARISON WITH THE ESTABLISHED
VALUE
The Agreement requires the City to convey the Site to the Developer for $4,022,400, which is
greater than the $3,924,000 established fair reuse value of the Site. Thus, it can be concluded
that the consideration being received by the City is not less than the fair reuse value for the Site
given the use, the covenants and conditions, and the development costs required by the
Agreement.
VI. BLIGHT ELIMINATION
The Site is located at a significant intersection that functions as a major gateway to Downtown
Culver City. Currently, the Site is improved as a surface parking lot. Development of the
Project on the Site will fill in a key gap in the Downtown fabric and eliminate the blighting
conditions caused by the improper and underutilization of land.
The Project will address the following blighting conditions in Component Area No. 3 identified in
the 2010 – 2014 Implementation Plan:
Section 3.1 - Poor site planning resulting in inadequate parking and loading areas, poor
interior vehicular circulation, inadequate landscaping, and non-conforming signage; and
Section 3.7 - Significant business vacancies were noted in the eastern end of the
Component Area.
Thus, the proposed Project fulfills the blight elimination requirement imposed by Section 33433.
10
ATTACHMENT 1
11
1201007;CC:KHH:DP
11410.001.088/1/12/12
VII. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN
The Project was identified in the Five Year Implementation Plan for 2010 – 2014. The goals
and objectives that will be achieved through the implementation of the Project are outlined
below:
Goal 1.0: Eradicate blighting influences in the Project Area.
Objective 1.4: Facilitate private investment in the Downtown commercial area.
Task: Utilize Agency authority to acquire and assemble appropriate Downtown
redevelopment sites for disposition and redevelopment.
Goal 2.0 Return land to productive use through a coordinated program of new
construction, rehabilitation, and supportive public improvements in the Project
Area.
Objective 2.1 Facilitate appropriate development of vacant and underutilized sites in the
Project Area.
Task: Accomplish the private reuse/redevelopment of the Site.
11
ATTACHMENT 1NOTICE OF CITY COUNCIL PUBLIC HEARING TO CONSIDER THE SALE OF 9300
CULVER BOULEVARD (PARCEL B) TO COMBINED PROPERTIES INC. / HUDSON
PACIFIC PROPERTIES INC. PURSUANT TO A DISPOSITON AND DEVELOPMENT
AGREEMENT AND SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY
CODE
YOU ARE INVITED to learn more about and part icipate in a City Council public hearing on January 30,
2012 concerning the following:
The City of Culver City [the “City”] and Combined Pr operties Inc. / Hudson Pacific Properties Inc. [the
“Developer” and the proposed purchas er of 9300 Culver Boulevard [the “Site”] presently owned by the
City] have negotiated a pending Disposition and Developm ent Agreement [DDA] to convey the Site from
the City to the Developer developed based on concept ual plans. In addition, the developer will construct
public parking beneath the Site and provide improvements both offsite and onsite [i.e., new curb, gutter,
sidewalk, street lights, street trees, traffic signal system alterations, street lane and intersection redesign
and town plaza expansion] to the right-of-way including those to Town Plaza.
The above proposed project requires the following action:
DDA and 33433 Report:
Approval of a DDA between the Developer and the City that outlines the terms and conditions in which
the Site will be sold to the Developer and completion of report pursuant to section 33433 of the California
Health and Safety Code.
The January 30, 2012 public hearing will convene at 7: 00 PM in the Mike Balkman Council Chambers at
City Hall, 9770 Culver Boulevard. The Council Ch ambers are accessible to disabled persons and public
parking is available in the City Ha ll parking structure from Duquesne Avenue. City Hall is served by the
Culver CityBus. For information regarding the bus schedule, you may call (310) 253-6500. Other items
may precede this item on the agenda.
The City Council shall consider the Planning Commi ssion’s Negative Declaration [ND] finding at their
January 30, 2012 public hearing. A copy of the approved ND, the report pursuant to Section 33433 of the
California Health and Safety Code, preliminary concep tual plans and related documents are available for
public review at the Community Development public counter at City Hall, third floor.
For more information, to review related project documents, or to submit written comments on the DDA or
pending sale of the Site, please write or call Joe Susca, Redevelopment Project Manager, Culver City
Community Development Department, Post Office Box 507, Culver City, California 90232, (310) 253-
5763. It is advisable to call prior to visiting City Hall to be certain that appropriate staff will be available.
City Hall business hours are 7:30 AM to 5:30 PM, M onday through Friday, except alternate Fridays and
holidays. City Hall shall be closed on Friday, January 13, 2012 and Friday, January 27, 2012.
12
ATTACHMENT 2
The City Council is pleased to invite your participation in:
NOTICE OF CITY COUNCIL PUBLIC HEARING TO CONSIDER THE SALE OF 9300 CULVER
BOULEVARD (Parcel B) TO COMBINED PROPERTIES INC. / HUDSON PACIFIC PROPERTIES
INC. PERSUANT TO A DISPOSITON AND DEVELOPMENT AGREEMENT AND SECTION 33433
OF THE CALIFORNIA HEALTH AND SAFETY CODE
WHO: Staff Contact – Joe Susca, Redevelopment Project Manager,
310.253.5763 or joe.susca@culvercity.org
WHAT: Approval of a Disposition and Development Agreement [DDA] and 33433 Report for the sale of Parcel B
to Combined Properties Inc. / Hudson Pacific Pr operties Inc. A copy of the approved Negative
Declaration finding, the report pursuant to Secti on 33433 of the California Health and Safety Code,
preliminary conceptual plans and related documents are available for public review at the Community
Development public counter, at City Hall, third floor.
WHERE: City Hall - Mike Balkman Council Chambers,
9770 Culver Boulevard, Culver City, CA 90232
WHEN: Monday, January 30, 2012 – 7:00 PM
WHY: To obtain public comment and input on the land sale, ND and 33433 Report.
More Info: The staff report will be available for viewing on the City’s website on or after January 25, 2012, at
www.culvercity.org/agendas or at the City Hall Community Development Department, or the Julian Dixon
Library, 4975 Overland Avenue, Culver City. Persons unable to attend the meeting who wish to submit
written comments may do so by any of the following means to Joe Susca, Redevelopment Project
Manager BEFORE Noon on January 30, 2012:
1. By LETTER (Culver City-City Hall, Redevelopment Division,
9770 Culver Blvd., Culver City, CA 90232);
2. By FAX to 310-253-5779
3. By E-MAIL to joe.susca@culvercity.org
4. By PHONE at 310-253-5763
City Council meetings can be viewed live on Channel 35 by most Time-Warner subscribers. To view the
meetings live over the Internet please visit www.culvercity.org/agendas.
You may sign up for the City’s E-Mail Notification System by visiting www.culvercity.org and selecting “Subscribe” from
the very top right of the webpage or by calling the City Clerk’s Office at 310-253-5851. A U.S. Post notification system is
also available. They are both FREE!
This notice was mailed on January 12, 2012
Sale of 9300 Culver
Boulevard (Parcel B) to
Combined / Hudson Pacific
Properties
City of Culver City
Official Courtesy Notification
13
ATTACHMENT 214
ATTACHMENT 2Parcel B DDA (CPI & Hudson) v3
DISPOSITION AND DEVELOPMENT AGREEMENT
by and between
THE CITY OF CULVER CITY,
a charter city of the State of California
and
COMBINED/HUDSON 9300 CULVER, LLC,
a Delaware limited liability company
(9300 Culver Boulevard, Culver City, California)
ATTACHMENT 3
15
TABLE OF CONTENTS
Parcel B DDA (CPI & Hudson) v3
i
100. DEFINITIONS .....................................................................................................................3
101. Definitions ..............................................................................................................3
102. Singular and Plural Terms ....................................................................................17
103. Accounting Principles ..........................................................................................17
104. References and Other Terms ................................................................................17
105. Attachments Incorporated ....................................................................................17
200. SUBJECT OF AGREEMENT ...........................................................................................17
201. Purpose of the Agreement ....................................................................................17
202. The Redevelopment Plan .......................................................................................18
203. The Project Area ..................................................................................................18
204. The Site ................................................................................................................18
205. Parties to this Agreement .......................................................................................18
205.1 The City .....................................................................................................18
205.2 The Developer ..........................................................................................18
206. Prohibition Against Transfer and Change in Management and Control of
Developer ............................................................................................................19
206.1 Prohibition................................................................................................19
206.2 Change of Ownership; Restriction on Investments ...................................20
206.3 Permitted Transfer .....................................................................................20
206.4 Request for Transfer; Approval .................................................................21
207. Third Party Beneficiaries .......................................................................................22
208. Representations and Warranties .............................................................................23
208.1 City’s Representations ...............................................................................23
208.2 Developer’s Representations .....................................................................24
300. DISPOSITION OF THE DEVELOPER PARCEL ...........................................................25
301. Sale and Purchase ...................................................................................................25
301.1 Sale and Purchase of the Developer Parcel; Purchase Price ....................25
301.2 Developer Deposit .....................................................................................26
301.3 Final Purchase Price Payment; Scheduled Close of Escrow .....................27
301.4 Scheduled Close of Escrow .......................................................................27
302. Escrow ..................................................................................................................27
302.1 Escrow Instructions ..................................................................................27
302.2 Costs of Escrow .........................................................................................28
302.3 General Provisions Applicable to Escrow Agent.......................................28
302.4 Authority of Escrow Agent ......................................................................29
302.5 Termination of Escrow ............................................................................30
302.6 Closing of Escrow ....................................................................................30
302.7 Closing Procedure ....................................................................................31
303. Conditions Precedent to Conveyance .....................................................................32
303.1 City’s Conditions .......................................................................................32
303.2 Developer’s Conditions .............................................................................33
304. Form of Deed .........................................................................................................34
305. Time For and Place of Delivery of Deed ...............................................................35
306. Condition of Title ...................................................................................................35
ATTACHMENT 3
16
TABLE OF CONTENTS
Parcel B DDA (CPI & Hudson) v3
ii
307. Title Insurance ......................................................................................................36
308. Insurance ..............................................................................................................37
308.1 General Requirements ..............................................................................37
308.2 Endorsements .............................................................................................37
308.3 Deductible and Self-Insured Retention ....................................................38
308.4 Evidence of Insurance ..............................................................................38
308.5 Failure to Maintain Coverage ..................................................................38
308.6 Insurance for Contractors and Subcontractors ...........................................38
309. Taxes and Assessments ........................................................................................39
310. Occupants of the Developer Parcel ......................................................................39
311. Zoning of the Developer Parcel .............................................................................39
312. Condition of the Developer Parcel; Release of City ............................................39
313. Preliminary Work by the Developer; Due Diligence Review ..............................40
314. Evidence of Financing ..........................................................................................41
315. Intentionally Omitted .............................................................................................43
316. Intentionally Omitted .............................................................................................43
317. Real Estate Commissions .......................................................................................43
318. Demolition of the Developer Parcel .......................................................................43
319. Developer Responsibilities after Closing ...............................................................44
320. Required Disclosures after Closing ......................................................................45
321. Taxes and Assessments ........................................................................................46
322. City Rights of Entry ...............................................................................................46
323. Indemnification ....................................................................................................46
324. Right to Terminate this Agreement Before Closing For Hazardous Materials ....47
324.1 Discovery of Hazardous Materials Prior to Closing. .................................47
400. DEVELOPMENT OF THE SITE ....................................................................................48
401. Scope of Development; Schematic Drawings; Landscaping and Grading Plans;
Project Design Consultants ...................................................................................48
401.1 Scope of Development ...............................................................................48
401.2 Schematic Drawings ................................................................................50
401.3 Landscaping and Grading Plans .................................................................50
401.4 Pre-Approved List of Project Design Consultants .....................................51
402. Design Review .......................................................................................................51
402.1 Review and Approval ..............................................................................51
402.2 Standards for Approval ............................................................................52
402.3 Consultation and Coordination ................................................................52
402.4 Revisions ..................................................................................................52
402.5 Defects in Plans........................................................................................53
403. Permits ……………………………………………………………………………53
404. Schedule of Performance .......................................................................................54
405. Project Costs; Method of Financing .......................................................................54
406. Construction Budget; Construction Loan ...............................................................56
407. Construction Contract ..........................................................................................57
408. Rights of Access .....................................................................................................58
409. Compliance with Laws ...........................................................................................59
409.1 Prevailing Wages .......................................................................................59
ATTACHMENT 3
17
TABLE OF CONTENTS
Parcel B DDA (CPI & Hudson) v3
iii
410. Nondiscrimination in Employment ......................................................................60
411. Levies and Attachments on Site .............................................................................61
412. Financing of the Improvements .............................................................................61
412.1 No Encumbrances Except Mortgages and Deeds of Trust ......................61
412.2 Holder Not Obligated to Construct Improvements ..................................61
412.3 Default Notice to Mortgagee or Deed of Trust Holders; Right to Cure ..61
412.4 Failure of Holder to Complete Improvements ...........................................63
412.5 Right of City to Cure Mortgage or Deed of Trust Default ......................64
413. Release of Construction Covenants .......................................................................64
414. Bodily Injury and Property Damage Indemnification ..........................................65
415. Indemnification ....................................................................................................65
416. Disclaimer of Responsibility of City ....................................................................67
500. COVENANTS AND RESTRICTIONS ..........................................................................67
501. Covenant Regarding Specific Uses ......................................................................67
501.1 Retail and Restaurant Space. ....................................................................67
501.2 Public Space ...............................................................................................70
501.3 Public Parking Improvements, Parcel B Improvements and Town Plaza
Expansion Improvements...........................................................................72
502. Covenants Regarding Maintenance ......................................................................72
503. Covenants Regarding Redevelopment Plan, Nondiscrimination ...........................74
504. Effect of Violation of this Section .........................................................................75
600. RIGHT OF FIRST OFFER ..............................................................................................75
601. Right of First Offer for City to Purchase Developer Parcel ...................................75
601.1 Offering Notice ........................................................................................76
601.2 Right of First Offer ..................................................................................76
601.3 Right of Developer to Proceed ...................................................................76
601.4 Expiration of Right of First Offer ............................................................77
602. Memorandum of Right of First Offer .....................................................................78
700. DEFAULTS, REMEDIES AND TERMINATION ...........................................................78
701. Defaults - General ................................................................................................78
702. Institution of Legal Actions ...................................................................................79
703. Termination by Developer Prior to Closing ...........................................................79
704. Termination by City ...............................................................................................80
704.1 Termination Prior to Closing .....................................................................80
704.2 Termination After Closing .........................................................................80
705. Applicable Law ....................................................................................................81
706. Acceptance of Service of Process ........................................................................81
707. Rights and Remedies Are Cumulative ...................................................................81
708. Damages .................................................................................................................82
709. Specific Performance .............................................................................................82
710. Inaction Not a Waiver of Default ...........................................................................82
711. Attorneys’ Fees ....................................................................................................82
712. Right of Reverter ..................................................................................................83
713. Special Limited Obligation; No General Fund Liability ......................................85
ATTACHMENT 3
18
TABLE OF CONTENTS
Parcel B DDA (CPI & Hudson) v3
iv
800. GENERAL PROVISIONS ..............................................................................................85
801. Notices, Demands and Communications Between the Parties ...............................85
802. Intentionally Omitted .............................................................................................86
803. Conflicts of Interest ..............................................................................................86
804. Warranty Against Payment of Consideration for Agreement ..............................86
805. Nonliability of City Officials and Employees ......................................................86
806. Enforced Delay; Extension of Times of Performance ...........................................86
807. Plans and Data ......................................................................................................88
808. Approval by City and Developer ...........................................................................88
809. Relationship Between City and Developer ..........................................................88
810. Real Estate Brokerage Commission .......................................................................89
811. Computation of Time .............................................................................................89
812. Legal Advice ........................................................................................................89
813. Time of Essence .....................................................................................................89
814. Intentionally Omitted .............................................................................................89
815. Administration ......................................................................................................89
816. Mutual Cooperation ...............................................................................................90
817. Ground Breaking and Grand Openings ................................................................90
818. Estoppel Letters ....................................................................................................90
819. Counterparts ...........................................................................................................90
820. Entire Agreement, Waivers and Amendments .......................................................90
821. Time for Acceptance of Agreement by City ........................................................90
900. SPECIAL PROVISIONS ...................................................................................................91
901. Development and Construction of the Public Improvements ..............................91
901.1 Development and Construction Contract for Public Improvements ........91
901.2 Financing the Public Improvements ........................................................93
902. Reciprocal Easement Agreement ...........................................................................94
903. Art in Public Places Program Requirements ........................................................96
904. Parking License ....................................................................................................97
905. Historic Culver Sign License .................................................................................97
906. Purchase Price Adjustment for Prevailing Wage Cost of Above Ground
Commercial Portion of Project ............................................................................98
907. Extraordinary Costs ..............................................................................................99
ATTACHMENT 3
19
ATTACHMENTS
Parcel B DDA (CPI & Hudson) v3
v
ATTACHMENT NO. 1 SITE MAP
ATTACHMENT NO. 2-A LEGAL DESCRIPTION – DEVELOPER PARCEL
ATTACHMENT NO. 2-B LEGAL DESCRIPTION – CITY PARCEL
ATTACHMENT NO. 3 SCOPE OF DEVELOPMENT
ATTACHMENT NO. 4 SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 5 GRANT DEED
ATTACHMENT NO. 6 RELEASE OF CONSTRUCTION COVENANTS
ATTACHMENT NO. 7 MEMORANDUM OF FIRST RIGHT OF OFFER
ATTACHMENT NO. 8 ASSIGNMENT OF CONSTRUCTION CONTRACT
ATTACHMENT NO. 9 ASSIGNMENT OF PLANS, REPORTS AND DATA
ATTACHMENT NO. 10 PARKING LICENSE
ATTACHMENT NO. 11 RIGHT OF ENTRY AGREEMENT TO ENTER SITE
FOR PURPOSES OF ENVIRONMENTAL TESTING
ATTACHMENT NO. 12 GUARANTY AGREEMENT
ATTACHMENT NO. 13 PUBLIC PARKING DESIGN SPECIFICATIONS
ATTACHMENT NO. 14 CONCEPTUAL PLAN OF THE RETAIL AND
RESTAURANT SPACE
ATTACHMENT NO. 15 LIST OF PRE-APPROVED TENANTS
ATTACHMENT 3
20
Parcel B DDA (CPI & Hudson) v2
- 1 -
DISPOSITION AND DEVELOPMENT AGREEMENT
(9300 Culver Boulevard)
This Disposition and Development Agreement (“Agreement”) is entered into by and
between THE CITY OF CULVER CITY, a charter city of the State of California (“City”), and
COMBINED/HUDSON 9300 CULVER, LLC, a Delaware limited liability company
(“Developer”). This Agreement is dated, for reference purposes, as of the date the City executes
this Agreement (“Effective Date”). The City and the Developer agree as follows:
RECITALS
The following recitals are a substantive part of this Agreement. All capitalized terms set
forth in the recitals shall have the meanings ascribed to such terms in Section 101 hereof.
A. The purpose of this Agreement is to effectuate the California Community
Redevelopment Law, Health and Safety Code Section 33000, et seq. (defined herein as the
“Act”) by providing for the improvement and development of certain property (defined herein as
the “Site”) with construction of (i) a four level high quality office and retail complex with an
Elevated Plaza and “Grand Stairs”, providing approximately 115,108 square feet of gross
building area containing a minimum of 32,654 square feet dedicated to retail and restaurant uses
and containing a minimum of 55,470 gross square feet dedicated to office use and including
public restrooms and a storage area, in addition to approximately 18,990 square feet of open
space, and subterranean parking (defined herein as the “Parcel B Improvements”); and (ii)
certain subterranean public parking improvements located adjacent to the Parcel B
Improvements and a portion located within a portion of the Parcel B Improvements (defined
herein as “Public Parking Improvements”); and (iii) certain public improvements located
adjacent to the Parcel B Improvements relating to the expansion of the Town Plaza Project
(defined below) (defined herein as the “Town Plaza Expansion Improvements”). The Parcel B
Improvements, the Public Parking Improvements, and the Town Plaza Expansion Improvements
are collectively referred to and defined herein as the “Project”; subject to the terms and
conditions of this Agreement.
B. The Site is located within the geographical area of the Culver City
Redevelopment Project, Component Area 3 (defined herein as the “Project Area”). The
proposed Project complies with and furthers the goals and objectives of the Redevelopment Plan
for the Project Area approved and adopted by the City Council of the City on November 23,
1998 by Ordinance No. 98-014, as amended on November 23, 1998 by Ordinance No. 98-015,
and as further amended on January 12, 2004 (defined herein as the “Redevelopment Plan”) and
the proposed Project also furthers municipal and other public purposes.
C. The Site is a component of the Town Plaza/Screenland cinema, restaurant, retail
and office project (defined herein as the “Town Plaza Project”) located at 9530 Washington
Boulevard and 9300-9310 Culver Boulevard, Culver City, and commonly referred to as Parcels
A, B, and C. The Town Plaza Project was proposed to be a total of approximately 202,000
square feet of gross leasable floor area. The Town Plaza Project was considered in a Final
Supplemental Environmental Impact Report (FSEIR) which was certified by The Culver City
ATTACHMENT 3
21
Parcel B DDA (CPI & Hudson) v3
- 2 -
Redevelopment Agency (defined herein as the “Agency”) on May 3, 1999. The Town Plaza
Project was approved as Site Plan Review SPR P-1999044 by Planning Commission Resolution
No. 2000-P0003 on January 31, 2000. This approval was modified by Modification No. 1,
approved on July 11, 2001, by Planning Commission Resolution No. 2001-P007, and further
modified by Modification No. 2, approved by Planning Commission Resolution No. 2002-P001.
D. Development on Parcels A and C of the Town Plaza Project has been completed,
and the development of Parcel B with the Parcel B Improvements remains pending together with
the Public Parking Improvements and the Town Plaza Expansion Improvements. The
entitlements for the Project remain effective. Plans consistent with the approved entitlements
may be approved with no further discretionary approval.
E. The City currently owns fee title of the Site which consists of (i) that certain real
property and improvements located within the Town Plaza Project at 9300 Culver Boulevard,
Culver City, on which all of the Parcel B Improvements are proposed to be constructed and
developed pursuant to this Agreement and on which certain Public Parking Improvements are
proposed to be constructed and developed pursuant to this Agreement, and legally described in
the Legal Description (Attachment No. 2-A hereto) (defined herein as “Developer Parcel” or
“Parcel B”); and (ii) that certain real property and improvements located within the Town Plaza
Project on which a portion of the Public Parking Improvements and all of the Town Plaza
Expansion Improvements are proposed to be constructed and developed pursuant to this
Agreement, and legally described in the Legal Description (Attachment No. 2-B hereto) (defined
herein as the “City Parcel”). The Developer Parcel and the City Parcel are each individually
identified and depicted on the Site Map (Attachment No. 1 hereto) as Parcel 2 and Parcel 1
respectively.
F. The City also owns the parking facility located at 9099 Washington Boulevard,
Culver City (defined herein as the “Ince Parking Structure”). The Developer desires to acquire a
license (defined herein as the “Parking License”) from the City to use certain of the parking
spaces located in the Ince Parking Structure to provide parking for the Project.
G. By this Agreement, and subject to the terms and conditions herein, (i) the City
agrees to convey to Developer, and Developer agrees to purchase from the City, the Developer
Parcel; (ii) the Developer agrees to Develop and Cause Construction (defined below) of the
Project and to record certain easements and covenants, conditions and restrictions against the
Developer Parcel for the benefit of the City, the public, and the City Parcel, as the case may be;
(iii) the City agrees to record certain easements against the City Parcel for the benefit of the
Developer Parcel; (iv) the Developer and the City agree to enter into the Development and
Construction Contract for Public Improvements pertaining to the Developer’s development and
construction of the Public Parking Improvements and the Town Plaza Expansion Improvements,
and the City’s payment of the costs for the Public Improvements except for the Developer’s pro
rata share of costs for the design and construction of the driveway access for the Parking
Improvements; and (v) the Developer and the City agree to enter into the Parking License in
connection with the Ince Parking Structure.
H. The City’s disposition of the Developer Parcel and the Developer’s construction
and development of the Project pursuant to the terms of this Agreement, and the fulfillment
ATTACHMENT 3
22
Parcel B DDA (CPI & Hudson) v3
- 3 -
generally of this Agreement, are in the vital and best interests of the City and the health, safety,
morals, and welfare of its residents, and in accordance with the municipal and other public
purposes and provisions of applicable federal, state, and local laws and requirements.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the City and the Developer hereby agree as follows:
100. DEFINITIONS
101. Definitions
The following terms as used in this Agreement shall have the meanings given unless
expressly provided to the contrary:
“Act” means the California Community Redevelopment Law, Health and Safety
Code Section 33000, et seq.
“Affiliate” shall mean any Person directly or indirectly owned and controlled by
CPI and Hudson. The term “control” (and other tenses or forms of that word) as used in the
immediately preceding sentence and in this Agreement means the power to direct the
management or the power to control election of the board of directors. It shall be a presumption
that control with respect to a corporation or limited liability company is the right to exercise or
control, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to
the controlled corporation or limited liability company, and, with respect to any individual,
partnership, trust, other entity or association, control is the possession, indirectly or directly, of
the power to direct or cause the direction of the management or policies of the controlled entity.
“Agency” shall mean The Culver City Redevelopment Agency, a public body,
corporate and politic, having its offices at 9770 Culver Boulevard, Culver City, CA 90230-0507,
and any assignee of, or successor to, the rights, powers, and responsibilities of the Agency.
“Agreement” or “DDA” means this Disposition and Development Agreement
executed by and between the City and the Developer, including all attachments and exhibits
attached to this Agreement, which attachments and exhibits are incorporated herein by this
reference, all other documents incorporated herein by reference, and all other documents
referenced in this Agreement for execution by the Parties upon the Closing.
“ALTA Policy” is defined in Section 307.
“Anti-Terrorism Laws” shall mean all laws relating to terrorism or money
laundering, including, without limitation, the Executive Order and the Bank Secrecy Act, as
amended by the USA Patriot Act.
“Art in Public Places Program” means the Art in Public Places Program duly
adopted by the City Council of the City and set forth and described in Sections 15.06.100
through 15.06.175 of the Culver City Municipal Code.
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“Assignment of Construction Contract” means an assignment signed by the
Developer, and consented to by the General Contractor, delivered to and for the benefit of the
City, substantially in the form attached to this Agreement as Attachment No. 8.
“Assignment of Plans, Reports and Data” means an assignment signed by the
Developer, and consented to by the Architect, delivered to and for the benefit of the City,
substantially in the form attached to this Agreement as Attachment No. 9.
“Bank Secrecy Act” shall mean the Currency and Foreign Transactions
Reporting Act of 1970, Pub. L. No. 91-508, 84 Stat. 1305 (1970), as amended from time to time.
“City” means The City of Culver City, a charter city of the State of California,
having its offices at 9770 Culver Boulevard, Culver City, California 90232-0507, and any
assignee of, or successor to, the rights, powers, and responsibilities of the City.
“City Documents” means, collectively, this Agreement, the Grant Deed, the
Guaranty Agreement, the Parking License, the Assignment of Plans, Reports and Data, the
Assignment of Construction Contract, the Memorandum of Right of First Offer, the Reciprocal
Easement Agreement, the Guaranty Agreement, the Development and Construction Contract for
Public Improvements, the Right of Entry Agreement and any and all other agreements,
amendments or modifications entered into by and between the City and Developer to effect the
purposes of the foregoing.
“City’s Conditions Precedent to Closing” is defined in Section 303.1.
“City Manager” means the City Manager of the City or designee.
“City Parcel” means that certain real property located within the Town Plaza
Project owned in fee by the City, on which the Developer will Develop and Cause Construction
of a portion of the Public Parking Improvements and all of the Town Plaza Expansion
Improvements pursuant to this Agreement including, without limitation, the Scope of
Development, and the Development and Construction Contract for Public Improvements, and
legally described in the Legal Description attached to this Agreement as Attachment No. 2-B.
“City Permits and Fees” is defined in Section 907.
“Closing” or “Close of Escrow” is defined in Section 302.6.
“Completion” shall mean, with regard to development of the Project, the
satisfaction of each of the following events: (i) the City shall have determined that development
of the Project has been completed in substantial compliance with this Agreement, the Scope of
Development, the Development and Construction Contract for Public Improvements, and the
Plans approved by the City, (ii) the temporary certificate of occupancy shall have been issued
with respect to the completion of the building shell comprising the Parcel B Improvements, and a
certificate of occupancy shall have been issued for the Public Improvements and the Town Plaza
Expansion Improvements to the extent a certificate of occupancy is required by the City, (iii) the
time for Developer’s contractor, suppliers and subcontractors to file a claim pursuant to Civil
Code Sections 3115-3117 in connection with the Project has expired or Developer has delivered
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to the City unconditional lien releases for its contractor, suppliers and subcontractors, and any
mechanic’s liens that have been recorded or stop notices that have been delivered have been
paid, settled or otherwise extinguished, discharged, released, waived, bonded around or insured
against, provided that a notice of completion pursuant to Civil Code Section 3117 has been duly
recorded in the Official Records.
“Conceptual Plan for the Retail and Restaurant Space” means the conceptual
plan for the retail and restaurant uses to be located on the ground and second levels of the Parcel
B Improvements and is attached to this Agreement as Attachment No. 14.
“Consent to Assignment” means a consent, executed by the General Contractor,
substantially in the form of Exhibit “B” attached to the Assignment of Construction Contract.
“Construction Contract” is defined in Section 314(c).
“Construction Loan” is defined in Section 314(a).
“Construction Lender” means the Institutional Lender making the Construction
Loan to the Developer for the Developer to Develop and Cause Construction of the Parcel B
Improvements and to fund other costs of development of the Site.
“Conveyance” is defined in Section 301.1.
“CPI” means COMBINED PROPERTIES, INCORPORATED, a District of
Columbia corporation.
“CPI/Hudson Group” means any of the following (x) CPI and any Affiliate
directly or indirectly owning a majority of shares in CPI, or (y) CPI and Hudson (and any of their
Affiliates directly or indirectly owning a majority of shares in CPI and Hudson, respectively)
taken together (or viewed collectively).
“Date of Agreement” is defined in the initial paragraph of this Agreement.
“Days” shall mean calendar days and the statement of any time period herein
shall be calendar days and not working days, unless otherwise specified.
“Default” means the failure of a Party to perform any action or covenant required
by this Agreement within the time periods provided therein following notice and opportunity to
cure, as set forth in Section 701.
“Deposit” means the good faith deposit provided by the Developer and deposited
into Escrow as described in Section 301.2.
“Develop and Cause Construction” means, with respect to any component of the
Project, that Developer shall develop and cause a qualified and licensed contractor to construct
such component. As used in the immediately preceding sentence, “cause” shall include without
limitation the Developer taking all necessary steps and signing all necessary documents to
effectuate such construction activities to be performed by duly licensed construction contractors
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or to otherwise be done in compliance with all applicable contractor licensing requirements of
the State of California. The Parties acknowledge that Developer is not a licensed general
contractor, and do not intend, and nothing in this Agreement shall be interpreted to mean, that
the Developer or its guarantor is or is acting as a general contractor.
“Developer” means, COMBINED/HUDSON 9300 CULVER, LLC, a Delaware
limited liability company, whose address for purposes of this Agreement is set forth in Section
801 below, and any permitted assignees or nominees of Developer.
“Developer Equity” shall mean funds provided by the Developer for payment of
the Developer’s share of Project Costs not funded by the Construction Loan and shall not include
the Construction Loan or any other borrowed funds.
“Developer Parcel” or “Parcel B” means that certain real property and
improvements thereon located within the Town Plaza Project at 9300 Culver Boulevard, Culver
City, that will be conveyed to the Developer at the Closing, on which the Developer will
Develop and Cause Construction of all of the Parcel B Improvements pursuant to this Agreement
and a portion of the Public Parking Improvements, in accordance with the terms and conditions
of this Agreement, and legally described in the Legal Description attached to this Agreement as
Attachment No. 2-A.
“Developer’s Conditions Precedent to Closing” is defined in Section 303.2.
“Development and Construction Contract for Public Improvements” means the
construction contract between the City and the Developer under which the Developer shall
Develop and Cause Construction of the Public Parking Improvements on and within the City
Parcel and partially within the Developer Parcel, in accordance with the terms and conditions of
this Agreement, and the Town Plaza Expansion Improvements on and within the City Parcel, in
accordance with the terms and conditions of this Agreement, as described in Section 901. The
Parties’ execution of the Development and Construction Contract for Public Improvements is a
condition of the Closing.
“Effective Date” means the date upon which this Agreement is executed by the
City.
“Elevated Plaza” means the elevated plaza development component of the Parcel
B Improvements as described in the Developer’s Response to Request for Proposals dated
September 8, 2011, and as further refined upon the approval by the City of the final Plans for the
Project.
“Environmental Law(s)” means, as amended from time to time, (i) Sections
25115, 25117, 25122.7 or 25140 of the California Health and Safety Code, Division 20, Chapter
6.5 (Hazardous Waste Control Law)), (ii) Section 25316 of the California Health and Safety
Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act),
(iii) Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory), (iv) Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
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Hazardous Substances), (v) Article 9 or Article 11 of Title 22 of the California Administrative
Code, Division 4, Chapter 20, (vi) Section 311 of the Clean Water Act (33 U.S.C. Sec.1317),
(vii) Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sec.6901 et seq.
(42 U.S.C. Sec.6903) or (viii) Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Sec. 6901 et seq.
“Environmental Reports” means reports or assessments related to the
environmental condition of the Site, including, without limitation, the following reports provided
to Developer:
? Report of Geotechnical Studies, Proposed Parking Structure between
Washington and Culver Boulevards and Main Street, dated December 27,
1989
? Environmental Site Assessment dated February 18, 1997 prepared by CTE
Environmental Services, Inc.
“Escrow” means the escrow for the Conveyance and Closing to be established
pursuant to Section 308.1.
“Escrow Agent” means the escrow agent of the Escrow Company for the
Conveyance and Closing as set forth in Section 302.1.
“Escrow Company” means First American Title Company acting out of its Los
Angeles, California office located at 777 South Figueroa Street; Suite 400, Los Angeles,
California 90017 or such other escrow company as may be designated by the City Manager and
approved by Developer.
“Escrow Costs” is defined in Section 302.2.
“Event of Default” is defined in Section 701.
“Evidence of Financing” is defined in Section 314.
“Executive Order” means the President’s Executive Order No. 13224.
“Extraordinary Costs” mean the costs as determined by the City and Developer
in accordance with Section 907, and approved by the City prior to the Close of Escrow that
constitute adjustments in the Purchase Price payable by the Developer for the Developer Parcel,
as set forth in Section 907.
“Final Purchase Price Payment” means the final purchase price payment to be
deposited into Escrow by the Developer for the Developer’s purchase of the Developer Parcel as
described in Section 301.3.
“Force Majeure” is defined in Section 806.
“General Contractor” is defined in Section 407.
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“Governmental Requirements” means all laws, ordinances, statutes, codes, rules,
orders, decrees, requirements, resolutions, policy statements and regulations (including, without
limitation, those relating to land use, subdivision, zoning, the environment, labor relations,
prevailing wage, notification of sale to employees, Hazardous Materials, occupational health and
safety, water, earthquake hazard reduction and building and fire codes; and including all
Environmental Laws and Labor Laws) of the United States, the State of California, the County of
Los Angeles, the City and of any other political subdivision, agency or instrumentality exercising
jurisdiction over the City, the Developer or the Site.
“Grand Stairs” means the “Grand Stairs” development component of the Parcel
B Improvements as described in the Developer’s Response to Request for Proposals dated
September 8, 2011, and as further refined upon the approval by the City of the final Plans for the
Project.
“Grant Deed” means the grant deed by which the City will convey the Developer
Parcel to the Developer, substantially in the form attached to this Agreement as Attachment
No. 5.
“Guaranty Agreement” shall mean that document to be executed by each CPI
and Hudson (or a limited partnership of Hudson in which Hudson serves as its General Partner)
pursuant to Section 205.2 to guarantee the obligations of Developer under this Agreement,
including without limitation the completion of the development of the Project, substantially in
the form attached to this Agreement as Attachment No. 12. The Guaranty Agreement shall be
executed by CPI and Hudson prior to the City’s execution of this Agreement.
“Hazardous Materials” means any substance, material, or waste which is or
becomes regulated by any local governmental authority, the State of California, or the United
States Government, including, but not limited to, 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 66261.1-66261.126; chemicals listed by the State of
California under Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a
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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 property 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
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 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; or any other substance, whether in the form of a
solid, liquid, gas or any other form whatsoever, which by any Governmental Requirements either
requires special handling in its use, transportation, generation, collection, storage, handling,
treatment or disposal, or is defined as “hazardous” or harmful to human health or the
environment.
“Hazardous Materials Activity” means any actual, proposed or threatened
storage, holding, existence or suspected existence, release or suspected release, emission,
discharge, generation, processing, abatement, removal, disposition, treatment, handling or
transportation of any Hazardous Materials from, under, into, on, above, or across the Site or
surrounding property or any other use of or operation on the Site or the surrounding property in
violation of Environmental Laws that creates a risk of Hazardous Materials contamination of the
Site.
“Hudson” means HUDSON PACIFIC PROPERTIES, INC., a Maryland
corporation.
“Improvements” means the improvements that the Developer will Develop and
Cause Construction of upon the Site in accordance with all approvals and permits required for
Completion of the Improvements, all as more particularly described in the Scope of
Development. The “Improvements” shall generally consist of the Parcel B Improvements, the
Public Parking Improvements, and the Town Plaza Expansion Improvements.
“In-Lieu Public Art Fee” means the fee, if any, to be paid by the Developer to
the City on or before the Closing toward the installation of public art within the City in
accordance with the Art in Public Places Program, as required in Section 903.
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“Ince Parking Structure” means that certain City-owned parking facility located
at 9099 Washington Boulevard, Culver City.
“Institutional Lender” means any of the following institutions having assets or
deposits in the aggregate of not less than Fifty Million Dollars ($50,000,000): a California
chartered bank; a bank created and operated under and pursuant to the laws of the United States
of America; an “incorporated admitted insurer” (as that term is used in Section 1100.1 of the
California Insurance Code); a “foreign (other state) bank” (as that term is defined in Section
1700(1) of the California Financial Code); a federal savings and loan association (Cal. Fin. Code
Section 8600); a commercial finance lender (within the meaning of Sections 2600 et seq. of the
California Financial Code); a “foreign (other nation) bank” provided it is licensed to maintain an
office in California, is licensed or otherwise authorized by another state to maintain an agency or
branch office in that state, or maintains a federal agency or federal branch in any state (Section
1716 of the California Financial Code); a bank holding company or a subsidiary of a bank
holding company which is not a bank (Section 3707 of the California Financial Code); a trust
company, savings and loan association, insurance company, investment banker; college or
university; pension or retirement fund or system, either governmental or private, or any pension
or retirement fund or system of which any of the foregoing shall be trustee, provided the same be
organized under the laws of the United States or of any state thereof; a Real Estate Investment
Trust, as defined in Section 856 of the Internal Revenue Code of 1986, as amended, provided
such trust is listed on either the American Stock Exchange or the New York Stock Exchange; or
an investment fund, limited liability company or partnership with investors who themselves are
Institutional Investors and who hold at least a 50% capital interest in such fund, limited liability
company or partnership.
“Labor Laws” means any applicable federal, state and local labor standards
which such standards shall include, without limitation and if applicable: (a) the payment of not
less than the wages prevailing in the locality as determined by the Secretary of Labor pursuant to
the Davis Bacon Act (40 U.S.C. 276a to 276a-5), to all laborers and mechanics employed in the
development of any part of the Project; (b) the overtime provisions, as applicable, of the Contract
Work Hours and Safety Standards Act (40 U.S.C. 327 332); and (c) Labor Code Section 1720 et
seq., including without limitation the payment of prevailing wage and maintenance of payroll
records in accordance with Labor Code Sections 1776 and 1812, and employment of apprentices
in accordance with Labor Code Section 1777.5.
Any work performed pursuant to this Agreement that Developer
determines is a public work (as defined in Labor Code Section 1720) (the “work”) shall comply
with the requirements of Labor Code Section 1770 et seq. In all bid specifications for any such
public work, and contracts and subcontracts for that work, Developer (or its general contractor,
in the case of subcontracts) shall obtain the general prevailing rate of per diem wages and the
general prevailing rate for holiday and overtime work in this locality for each craft, classification
or type of worker needed to perform the work, and shall include such rates in the bid
specifications, contract or subcontract. Such bid specifications, contract or subcontract for any
such public work must contain the following provision:
“It shall be mandatory for the contractor to pay not less than the said
prevailing rate of wages to all workers employed by the contractor in the execution of this
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contract. The contractor expressly agrees to comply with the penalty provisions of Labor Code
Section 1775 and the payroll record keeping requirements of Labor Code Section 1776.”
The provisions of Labor Code Sections 1775 and 1813 regarding penalties
to be paid upon the failure to pay prevailing wage and for failure to comply with the hours laws
respectively shall be enforced. As set forth in Labor Code Section 1810, eight (8) hours labor
constitutes a legal day’s work. In accordance with the provisions of Labor Code Section 3700,
Developer is required to secure payment of compensation to its employees. Developer shall
include in every contract for the development of the Project: (a) a statement that in accordance
with the provisions of Labor Code Section 3700, the contractor will be required to secure the
payment of compensation to its employees; and (b) with respect to any work constituting a
public work requiring payment of prevailing wages, copies of Labor Code Sections 1771, 1775,
1776, 1777.5, 1813 and 1815.
“Legal Description” means that certain legal description of the Site, attached to
this Agreement as Attachment No. 2-A for the Developer Parcel and as Attachment No. 2-B for
the City Parcel.
“List of Pre-Approved Tenants” means the list of pre-approved tenants for the
Retail and Restaurant Space attached to this Agreement as Attachment No. 15, as further
described in Section 501.1.
“Losses and Liabilities” means and includes all claims, causes of action,
liabilities (including liability for claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or cost of any kind, whether actual,
alleged or threatened, including attorneys’ fees and costs, court costs, interest or defense costs,
and expert witness fees), losses, damages (including, without limitation, penalties, fines and
monetary sanctions), injuries, expenses, charges, penalties or costs of whatsoever character,
nature and kind, including reasonable attorney’s fees and costs incurred by the indemnified party
with respect to counsel of its choice, whether to property or to person, whether by direct or
derivative action, and whether known or unknown, suspected or unsuspected, latent or patent.
“Maintenance Standards” is defined in Section 502.
“Management Fee” means the fee to be paid to the Developer by the City for
construction management services for the Developer to Develop and Cause Construction of the
Public Parking Improvements and the Town Plaza Expansion Improvements. The amount of the
Management Fee shall equal four percent (4%) of the total costs due and payable by the City for
the design and construction of the Public Parking Improvements and the Town Plaza Expansion
Improvements as said costs are approved by the City in its sole discretion, but not including the
Developer’s pro rata share of costs for the design and construction of the driveway access for the
Parking Improvements, and as described in the Development and Construction Contract for
Public Improvements. The payment of the Management Fee will be due and payable by the City
to the Developer in monthly installments based upon the percentage of completion and in
accordance with the terms of the Development and Construction Contract for Public
Improvements.
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“Memorandum of Right of First Offer” means the Memorandum of Right of
First Offer to be recorded against the Developer Parcel in the records of the Official Records,
substantially in the form attached to this Agreement as Attachment No. 7.
“Notice” shall mean a notice in the form prescribed by Section 801.
“Off-Site Cap Amount” is defined in Section 907.
“Offering Notice” is defined in Section 601.1.
“Official Records” shall mean the Official Records of the Los Angeles County-
Registrar/Recorder.
“Outside Closing Date” means August 1, 2014, or such date as may be agreed to
in a writing signed by both the City and Developer. If no Default by Developer has occurred
hereunder which remains uncured and outstanding, and City approval of the Plans, including
without limitation the Schematic Drawings, design development drawings and construction
drawings, has not occurred not less than thirty (30) Days prior to the Outside Closing Date, the
City and Developer agree to meet and to reasonably and in good faith negotiate an extension of
the Outside Closing Date.
“Parcel B Improvements” means a four level high quality office and retail
complex with an Elevated Plaza and Grand Stairs, providing approximately 115,108 square feet
of gross building area consisting of a minimum of 32,654 square feet dedicated to retail and
restaurant uses and a minimum of 55,470 gross square feet dedicated to office use and including
public restrooms and a storage area, in addition to approximately 18,990 square feet of open
space, and subterranean Private Parking Improvements, as more thoroughly described in the
Scope of Development, to be owned by the Developer, and which the Developer shall Develop
and Cause Construction of on the Developer Parcel in accordance with this Agreement including,
without limitation, the Scope of Development.
“Parking Improvements” means collectively, the Private Parking Improvements
and the Public Parking Improvements.
“Parking License” means that certain license agreement to be entered into
between the City and Developer by the Closing in connection with the Ince Parking Structure,
substantially in the form attached to this Agreement as Attachment No. 10.
“Parking Revenue Bonds” means the tax-exempt parking bonds sold by the
Agency, the proceeds of which are intended to be used by the City to fund the development and
construction of the Public Improvements.
“Party” means either Developer or City.
“Parties” means both Developer and City.
“Permit/Fee Cost Cap Amount” is defined in Section 907.
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“Permitted Transfer” means a Transfer to any Person to whom a Transfer of this
Agreement or Developer Parcel is specifically permitted by Section 206.3, subject to the terms
and conditions of Section 206.3.
“Permitted Transferee” means the transferee of a Permitted Transfer.
“Person” shall mean an individual, partnership, limited partnership, trust, estate,
association, corporation, limited liability company or other entity, domestic or foreign.
“Plans” shall mean any and all architectural, design and construction plans and
drawings prepared on behalf of Developer for the Project in accordance with this Agreement,
including without limitation all such plans and drawings required and approved by the City, and
including the Schematic Drawings.
“Prevailing Wage Cost Adjustment” means a reduction, if any, in the Purchase
Price payable by the Developer for the Developer Parcel, as described and determined in
accordance with the procedures set forth in Section 907 prior to the Close of Escrow.
“Private Parking Improvements” shall mean the portion of the Parcel B
Improvements pertaining to the subterranean private parking spaces, to be owned by the
Developer, to serve the Parcel B Improvements, and which the Developer shall Develop and
Cause Construction of on and within the Developer Parcel, in accordance with this Agreement
including, without limitation, the Scope of Development. The Private Parking Improvements
shall include approximately 98 spaces within the property line of the Developer Parcel.
“Project” means the Parcel B Improvements, the Public Parking Improvements,
and the Town Plaza Expansion Improvements, as more particularly described in this Agreement
including, without limitation, the Scope of Development.
“Project Area” means The Culver City Redevelopment Project, Component Area
3, described in Recital B.
“Project Costs” shall mean all costs which are actually incurred by Developer for
the development of the Project, and shall include, without limitation, all of the items of cost as
determined for the design, planning, development and construction of (i) the Parcel B
Improvements, (ii) the Public Parking Improvements, (iii) the Town Plaza Expansion
Improvements, and (iv) similar costs, fees and expenses as approved or authorized by the City.
“Project Off-Sites” is defined in Section 907.
“Project Off-Sites Cost” is defined in Section 907.
“Prohibited Person” shall mean any of the following:
(a) a Person that is listed in the Annex to, or is otherwise subject to the
provisions of, the Executive Order;
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(b) a Person owned or controlled by, or acting for or on behalf of, any
Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive
Order;
(c) a Person with whom Developer is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law;
(d) a Person who or that commits, threatens, or conspires to commit or
supports “terrorism,” as defined in the Executive Order; or
(e) a Person that is named as a “specially designated national and
blocked person” on the most current list published by the Office of Foreign Asset Control of the
U.S. Treasury Department at its official web site or any replacement website or other
replacement official publication of such list.
“Public Parking Design Specifications” means the design criteria to which the
Developer shall utilize in the design to Develop and cause Construction of the Public Parking
Improvements, as described in Section 901, and attached to this Agreement as Attachment No.
13.
“Public Parking Improvements” means certain subterranean public parking
improvements, including without limitation the driveway to provide access to the Parking
Improvements, to be constructed on the City Parcel adjacent to the Parcel B Improvements and a
portion of which to be constructed within the Developer Parcel, as more thoroughly described in
the Scope of Development, to be owned by the City, and which, at the City’s election in
accordance with the terms and conditions of this Agreement, the Developer shall Develop and
Cause Construction on and within the City Parcel and within the Developer Parcel as applicable,
in accordance with the Scope of Development, this Agreement, and the Development and
Construction Contract for Public Improvements, and the cost of which shall be paid by the City
except for the Developer’s pro rata share of costs for the design and construction of the driveway
access for the Parking Improvements, as approved by the City and the Developer. The Public
Parking Improvements shall include approximately 100 non-tandem parking spaces.
“Public Restrooms” is defined in Section 401.1, and as further refined upon the
approval by the City of the final Plans for the Project.
“Public Space” means the areas designated on the Developer Parcel as part of the
Parcel B Improvements that are described in Section 501 of this Agreement and reserved in the
Reciprocal Easement Agreement (i) for use by the public and the City, and referenced therein as
the Elevated Plaza, the Grand Stairs, and the Public Restrooms, and (ii) for use by the City and
referenced therein as the Storage Room, all upon the terms more fully set forth in the Reciprocal
Easement Agreement.
“Purchase Price” means the Developer’s purchase price for the Developer
Parcel as described in Section 301.1.
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“Reciprocal Easement Agreement” means the Grant of Reciprocal Easements by
and between the City and the Developer, as described in Section 902, which shall include,
without limitation, the perpetual irrevocable easements in connection with the Public Parking
Improvements, and the covenants, conditions and restrictions governing the rights and
obligations of owners of the Developer Parcel and the City Parcel, in connection with the Parcel
B Improvements, the Public Parking Improvements, and the Town Plaza Expansion
Improvements, and which shall be recorded against the Developer Parcel as a senior lien and
encumbrance in priority, and the City Parcel, in the Official Records. The Reciprocal Easement
Agreement shall be recorded in the Official Records upon Completion of any portion of the
Project.
“Redevelopment Plan” means the Redevelopment Plan for the Project Area
approved and adopted by the City Council of the City on November 23, 1998 by Ordinance No.
98-014, as amended on November 23, 1998 by Ordinance No. 98-015, and as further amended
on January 12, 2004, as described in Recital B.
“Release of Construction Covenants” means the document which evidences
Developer’s satisfactory completion of the construction of the Improvements for the Project in
accordance with this Agreement, as set forth in Section 413, and to be recorded against the
Developer Parcel, substantially in the form which is attached hereto as Attachment No. 6.
“Reply Notice” is defined in Section 601.2.
“Representatives” means the agents, employees, members, independent
contractors, affiliates, principals, shareholders, officers, council members, board members,
committee members, and planning and other commissioners, partners, attorneys, accountants,
representatives, and staff of the referenced entity and the predecessors, heirs, successors and
assigns of all such persons.
“Retail and Restaurant Space” means that portion of the Parcel B Improvements
containing a minimum of 32,654 square feet dedicated to retail and restaurant uses (and all
ancillary areas associated therewith) in conformity with this Agreement including, without
limitation, the Scope of Development, and consistent with the Conceptual Plan of the Retail and
Restaurant Space.
“Retail and Restaurant Tenant” means those businesses or organizations that are
permitted to occupy the Retail and Restaurant Space pursuant to the terms of this Agreement,
including those meeting the requirements of Section 501.1.
“Right of Entry Agreement” means that certain agreement to be executed by the
Parties allowing the Developer to access the Site for predevelopment work, substantially in the
form attached to this Agreement as Attachment No. 11.
“Right of First Offer” means the right of first offer granted by Developer to the
City for purchase of the Developer Parcel, or applicable portion thereof, in accordance with
Section 600.
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“Right of Reentry” or “Right of Reverter” shall have the meaning given to it in
Section 712.
“Schedule of Performance” means that certain Schedule of Performance,
attached to this Agreement as Attachment No. 4, setting forth the dates and/or time periods by
which certain obligations set forth in this Agreement must be accomplished by both Parties. The
Schedule of Performance is subject to revision from time to time as mutually agreed upon in
writing between Developer and the City Manager, and the City Manager is authorized to make
such revisions as the City Manager deems reasonably necessary.
“Schematic Drawings” means the schematic drawings for the Project.
“Scope of Development” means that certain Scope of Development, attached to
this Agreement as Attachment No. 3, that describes the development details of the Project.
“Site” is a component of the Town Plaza Project and consists of the Developer
Parcel and the City Parcel, as described in Recitals C and E, depicted in the Site Map, and legally
described in the Legal Description.
“Site Map” means the map of the Site identifying the Developer Parcel as Parcel
2 and the City Parcel as Parcel 1, attached to this Agreement as Attachment No. 1.
“Storage Room” is defined in Section 401.1, and as further refined upon the
approval by the City of the final Plans for the Project.
“Survey” is defined in Section 306.
“Title Company” is defined in Section 306.
“Title Report” is defined in Section 306.
“Town Plaza Expansion Improvements” means certain public improvements,
including without limitation construction of the access road, relating to the expansion of the
Town Plaza Project, as more thoroughly described in the Scope of Development, that the
Developer shall Develop and Cause Construction upon the City Parcel, in accordance with this
Agreement including, without limitation, the Scope of Development, and the Development and
Construction Contract for Public Improvements.
“Town Plaza Project” means the Town Plaza/Screenland cinema, restaurant,
retail and office project located at 9530 Washington Boulevard and 9300-9310 Culver
Boulevard, Culver City, and commonly referred to as Parcels A, B, and C, as described in
Recital C.
“Transfer” means and includes any sale, transfer, assignment, subdivision, lease,
sublease, license, franchise, issuance or transfer of ownership interests, conveyance, gift,
hypothecation, mortgage, pledge or encumbrance, or refinancing, or the like (including those
described in Section 412.1) of the Developer Parcel or the Developer or any portion thereof or
any interest therein or of this Agreement, to any Person.
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“USA Patriot Act” shall mean the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L.
No. 107-56, 115 Stat. 272 (2001), as amended from time to time.
102. Singular and Plural Terms
Any defined term used in the plural herein shall refer to all members of the
relevant class and any defined term used in the singular shall refer to any number of the members
of the relevant class.
103. Accounting Principles
Any accounting term used and not specifically defined herein shall be construed
in conformity with, and all financial data required to be submitted herein shall be prepared in
conformity with, generally accepted accounting principles applied on a consistent basis or in
accordance with such other principles or methods as are reasonably acceptable to the City
Manager.
104. References and Other Terms
Any reference to any document shall include such document both as originally
executed and as it may from time to time be modified. References herein to Sections and
Attachments shall be construed as references to this Agreement unless a different document is
named. References to subparagraphs shall be construed as references to the same Section in
which the reference appears. The term “document” is used in its broadest sense and
encompasses agreements, certificates, opinions, consents, instruments and other written material
of every kind. The terms “including” and “include” mean “including (include), without
limitation.”
105. Attachments Incorporated
All attachments to this Agreement, or agreements entered into by the Parties
substantially in the form of such attachments, as now existing and as the same may from time to
time be modified, are incorporated herein by this reference.
200. SUBJECT OF AGREEMENT
201. Purpose of the Agreement
The purpose of this Agreement is to effectuate the Redevelopment Plan by
providing for the sale of the Developer Parcel and development of the Site and to further
municipal and other public purposes. This Agreement is entered into for the purpose of
development of the Project on the Site pursuant to this Agreement. The fulfillment generally of
the Agreement is in the vital and best interest of the City and the health, safety, and welfare of its
residents, and in accord with municipal and other public purposes and provisions of the
applicable federal, state and local laws and requirements under which the Project has been
undertaken and is being assisted.
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202. The Redevelopment Plan
This Agreement is subject to the provisions of the Redevelopment Plan. The
Redevelopment Plan is incorporated herein by this reference and made a part hereof as though
fully set forth herein.
203. The Project Area
The Project Area is located in the City and is legally described in the
Redevelopment Plan.
204. The Site
The Site is a component of the Town Plaza Project and consists of the Developer
Parcel and the City Parcel, as described in Recitals C and E, depicted in the Site Map, and legally
described in the Legal Description.
The Developer Parcel is comprised of approximately 50,747 square feet of land.
A parking lot is currently located on the Developer Parcel. The Developer Parcel shall be
conveyed to Developer “as is.” The cost of any demolition of the improvements on the
Developer Parcel constituting the parking lot shall be the sole responsibility of Developer,
without any cost or expense to the City.
Subject to the restrictions on a Transfer set forth in Section 206, the Developer
agrees that upon any Transfer of the Developer Parcel or any portion thereof, the transferred
portion of the Developer Parcel shall be subject to all of the terms, provisions, covenants and
conditions of this Agreement and all exhibits and attachments to this Agreement and all ancillary
documents referenced in this Agreement, any subdivision or parcel map approved for the
Developer Parcel, and all exceptions, reservations, liens, encumbrances, qualifications,
covenants, conditions, restrictions, easements, rights of way of the Developer Parcel and the Site,
and any and all matters or conditions reflected on or arising out of any subdivision, zoning, land
use or environmental approval or procedure of the City done in connection with the development
of the Developer Parcel and the Site contemplated by this Agreement.
205. Parties to this Agreement
205.1 The City
The City is a charter city of the State of California.
The principal office of the City is located at 9770 Culver Boulevard, Culver City,
California 90232-0507.
205.2 The Developer
The Developer is Combined/Hudson 9300 Culver, LLC, a Delaware limited
liability company, whose address is set forth in Section 801 below. The Developer is and shall
remain in good standing under the laws of the State of Delaware during the effectiveness of this
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Agreement and is and shall remain qualified to do business in the State of California. CPI is the
_______________________ of the Developer. Hudson is the ___________________________
of the Developer.
All of the terms, covenants and conditions of this Agreement shall be binding on,
and shall inure to the benefit of, Developer and any permitted assignees or nominees including
Permitted Transferees. Wherever the term “Developer” is used herein, such term shall mean and
include any permitted assignee or nominee including such Permitted Transferee.
Prior to the City’s execution of this Agreement, the Developer shall have caused
the Guaranty Agreement to be executed and delivered to the City by each CPI and Hudson (or a
limited partnership of Hudson in which Hudson serves as its General Partner).
206. Prohibition Against Transfer and Change in Management and Control of
Developer
The terms and conditions of this Section 206 shall remain in effect after
recordation of the Release of Construction Covenants and shall be applicable and remain in full
force and effect until such time that the Parcel B Improvements are leased up and occupied to a
level of ninety percent (90%) occupancy.
206.1 Prohibition
The qualifications and identities of Developer and its members are of particular
concern to the City. It is because of those unique qualifications and identities that the City has
entered into this Agreement with the Developer and is imposing restrictions upon any Transfer,
which is not a Permitted Transfer. Developer represents that it is purchasing the Developer
Parcel to Develop and Cause Construction of the Project, and that it is not purchasing the
Developer Parcel for purposes of speculation or resale to a third party. Accordingly, Developer
agrees not to engage in any Transfer, which is not a Permitted Transfer, until such time that the
Parcel B Improvements are leased up and occupied to a level of ninety percent (90%) occupancy.
No voluntary or involuntary successor in interest to Developer pursuant to any Transfer or
otherwise shall acquire any rights or powers in the Site or under this Agreement except as
expressly set forth in this Agreement.
Without the prior written approval of the City, which approval shall not be
unreasonably conditioned, withheld or delayed, Developer shall not Transfer all or any part of its
interest in or rights under this Agreement or the Site, other than in connection with a Permitted
Transfer.
Any Transfer in violation of this Agreement will constitute a breach and, subject
to the cure rights provided for herein, entitle the City to use any remedy available to it at law or
equity, including, but not limited to, the right to terminate this Agreement. Notwithstanding such
a termination, the obligations and rights of the Parties under this Agreement that expressly
continue after termination of this Agreement shall continue in effect.
Further, in the event the Developer effects a Transfer, described in this
Agreement, and notwithstanding the expiration of the restrictions set forth in this Section 206,
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the Developer shall comply with the requirements of Section 600 to the extent, if any, applicable
to such Transfer.
206.2 Change of Ownership; Restriction on Investments
If control or ownership of Developer must be changed in order for Developer to
obtain debt or equity financing, then the Developer shall seek the prior written consent of the
City, not to be unreasonably withheld or delayed, for such change of control or ownership in
accordance with this Section 206.
Developer agrees that during the term hereof, it shall not use the Developer Parcel
as collateral for any loan or other financial transaction other than a loan or financial transaction
as permitted by this Agreement or as approved by the City, for which the proceeds therefrom are
used for the construction and development of the Improvements or for operation or financing of
the Project.
206.3 Permitted Transfer
In connection with any Permitted Transfer allowed under this Section 206.3, the
Permitted Transfer shall not require the approval of the City; provided, that (i) the documents
implementing any such Transfer shall be satisfactory and subject to the prior written approval of
the City Manager, which approval shall not be unreasonably withheld or delayed, and shall
include an assignment and agreement in a form reasonably acceptable to the City Manager to the
extent that such Transfer attempts to effectuate, or effectuates, an assignment of the Developer’s
rights or obligations under this Agreement, whereby such transferee shall expressly assume the
obligations of the Developer under this Agreement and all ancillary documents and agree to be
subject to all conditions and restrictions applicable to the Developer in this Agreement and all
ancillary documents, and (ii) such Transfer shall not involve any Prohibited Person or otherwise
result in a violation of Anti-Terrorism Laws.
A Permitted Transfer under this Agreement means any Transfer permitted by the
express provisions of this Section 206.3 only:
(a) Any transfer of the ownership interests of Developer, or of the
ownership interests in any entity which directly or indirectly holds an interest in Developer, by
gift, bequest, inheritance or other estate planning process (such as but not limited to transfer to a
family-owned trust), provided that such action does not result in a change in the identity of the
managing member(s) of Developer, or any Person which directly or indirectly controls
Developer.
(b) Any transfer of any direct or indirect interest in Developer to any
other owner of Developer or Affiliate of an owner of Developer, so long as the CPI/Hudson
Group both continues to hold directly or indirectly in excess of fifty percent (50%) ownership
interest in Developer and retains operational management and control of Developer.
(c) Any transfer of any direct or indirect interest in Developer to
Hudson or an “institutional equity partner” reasonably approved by the City, so long as (1) both
(i) Hudson or such institutional equity partner shall hold directly or indirectly a minimum of
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fifteen percent (15%) ownership interest in Developer, and (ii) shall retain operational
management and control of Developer, and (2) CPI shall serve as the “Retail Development
Manager” and shall remain responsible for both (x) the implementation of the retail tenant
procurement and leasing plan, and (y) the conceptual design and physical integration of the retail
within the greater Project including signage and storefront design. The Parties agree that the
following entities shall constitute City approved institutional equity partners referenced in
subparagraph (c)(1)(i) herein above: Invesco Real Estate; Prudential Real Estate Investors;
Rockwood Capital, LLC; Morgan Stanley; Canyon Capital Realty Advisors; Oaktree Capital
Management, L.P.; Blackstone Real Estate Partners; Phoenix Realty Group; Saban Capital
Group Inc.; and The Carlyle Group.
(d) Any transfer of any direct or indirect interest in Developer to any
transferee by devise or descent or by operation of law upon the death of a member, partner or
shareholder of Developer or CPI/Hudson Group, or any member thereof.
(e) The sale, transfer or issuance of shares of common stock in the
CPI/Hudson Group that is a publicly traded entity, provided such shares of common stock are
listed on the New York Stock Exchange or another nationally recognized stock exchange.
(f) Any transfer of any direct or indirect interest in Developer to a
transferee in connection with the estate planning of such transferor to (x) an immediate family
member or life partner of such interest holder (or to partnerships or limited liability companies
controlled solely by one or more of such family members or life partners) or (y) a trust
established for the benefit of such immediate family member or life partner.
(g) Subject to the requirements set forth in Sections 501, any rental,
lease, license or sublease providing for occupancy of the Parcel B Improvements, or a portion
thereof, not restricted by Section 501, including leasing of office space improvements.
(h) The conveyance or dedication of any portion of the Developer
Parcel to the City, Agency or other appropriate governmental agency, or the granting of
easements or permits, for the purpose of facilitating construction of the Improvements.
(i) Subject to the requirements set forth in Section 501.1, the rental or
lease of Retail and Restaurant Space (as provided in Section 501.1) in the Parcel B
Improvements.
(j) A mortgage, deed of trust, security interest, hypothecation or other
agreement for financing purposes as permitted by this Agreement, including a permitted
financing under Section 412 in connection with the Construction Loan, and any Transfer
resulting from a foreclosure or deed-in-lieu of foreclosure related to or in connection with any
such permitted financing subject to the provisions of Section 412 and the rights of the City
therein.
206.4 Request for Transfer; Approval
Except as specifically set forth herein, upon Developer’s delivery of written
Notice to City requesting approval of a Transfer not otherwise a Permitted Transfer, the City
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reserves its reasonable discretion to approve or disapprove a request for Transfer, made pursuant
to this Section. Any such Notice shall be accompanied by sufficient evidence regarding the
proposed assignee’s or purchaser’s development and/or operational qualifications and
experience, and its financial commitments and resources, in sufficient detail to enable the City to
evaluate the proposed assignee resulting from the Transfer, as reasonably determined by the
City. An assignment and assumption agreement in a form reasonably satisfactory to the City and
the City’s legal counsel shall also be submitted to the City for all proposed Transfers. No
Transfer shall be effective nor shall Developer be relieved of liability hereunder unless and until
the transferee assumes all of the obligations of Developer with regard to this Agreement and the
Site and all ancillary documents entered into pursuant to this Agreement, and delivers a signed
assignment and assumption agreement in a form reasonably satisfactory to the City. The
assigning Developer shall not be released from any obligations hereunder or under any of the
ancillary documents entered into pursuant to this Agreement, unless otherwise approved in
writing by the City.
Within thirty (30) Days after the receipt of Developer’s written Notice requesting
City approval of a Transfer pursuant to this Section, the City shall either approve or disapprove
such proposed Transfer and, in the event of disapproval, shall specify in reasonable detail the
reasons therefor. Within ten (10) Days after receipt of the request for approval of any Transfer,
the City shall identify what further information, if any, the City reasonably requires in order to
determine the request complete and determine whether or not to grant the requested approval.
Upon receipt of such a response, Developer shall promptly furnish to the City such further
information as may be reasonably requested. Developer agrees to promptly pay all of the City’s
reasonable out-of-pocket costs, including reasonable attorneys’ fees, incurred in connection with
review and processing of any request for a Transfer and/or consummation of such Transfer and
preparation of any documentation and/or agreements in connection therewith.
The form assignment and assumption agreement to be executed by any City-
approved assignee or transferee shall include an express acknowledgment by the assignee or
transferee of the existence and description of (i) the Public Parking Improvements, (ii) the Town
Plaza Expansion Improvements; (iii) all of the written agreements among the Parties affecting
the Public Parking Improvements and the Town Plaza Expansion Improvements or related
thereto; (iv) this Agreement and all other documents entered into by the Parties pursuant to this
Agreement; (v) the obligations of such assignee or transferee under such agreements, and of the
rights of the City and its successors in connection with this Agreement and all ancillary
documents, and of the City, owner, lessee and/or operator of the Public Parking Improvements
and/or the Town Plaza Expansion Improvements under such agreements; and (vi) an express
agreement of the assignee or transferee to comply with such obligations and rights.
207. Third Party Beneficiaries
This Agreement is made and entered into for the sole protection and benefit of the
City, its successors and assigns, and the Developer, its permitted successors and assigns, and no
other person or persons shall have any right of action hereon or hereunder.
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208. Representations and Warranties
208.1 City’s Representations
City represents and warrants to Developer as follows:
(a) Authority. The City is a charter city of the State of California.
The execution, delivery and performance of this Agreement by the City have been fully
authorized by all requisite actions on the part of the City. To the best of City’s knowledge, the
City has, or will have as of the Close of Escrow, the full authorization to execute, deliver and
perform under all other documents or instruments executed and delivered, or to be executed and
delivered, pursuant hereto, unless otherwise specifically provided in this Agreement.
(b) No Conflict. To the best of the City’s knowledge, the City’s
execution, delivery and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which the City is a party or by
which it is bound and no joinder, consent or waiver of or by any third party is necessary to
permit the consummation by the City of the transaction contemplated by this Agreement.
(c) No City Bankruptcy. To the best of the City’s knowledge, the City
is not the subject of a bankruptcy proceeding.
(d) Title. At the Closing, the City intends on delivering title to the
Developer Parcel free of any right of any third party (except Developer, and City in connection
with the Public Parking Improvements) to possession of all or any part of the Developer Parcel.
(e) Litigation. To the best of City’s knowledge, there are no pending
actions, suits, material claims, legal proceedings, or any other proceedings with respect to the
ownership, operation or environmental condition of the Site or any part thereof or affecting title
or the proposed development of the Developer Parcel or any portion thereof, at law or in equity
before any court or governmental agency, domestic or foreign.
(f) Governmental Compliance. To the best of City’s knowledge, the
City has not received any notice from any governmental agency or authority alleging that the
Developer Parcel or this Agreement is currently in violation of any law, ordinance, rule,
regulation or requirement applicable to its use and operation. If any such notice or notices are
received by the City following the Effective Date of this Agreement, the City shall, within ten
(10) Days of receipt of such notice, notify Developer and if such violation was caused by the
City or any Representative, the City shall promptly cure such violation prior to Closing as legally
permitted. To the best of the City’s knowledge, no Hazardous Materials have been or are located
in, on, under or adjacent to the Developer Parcel or any portion thereof.
(g) No Conveyance. The City will not convey any interest in the
Developer Parcel, and the City will not cause or consent to the recordation against the Developer
Parcel of any additional liens, encumbrances, covenants, conditions, easements, rights of way or
similar matters after the Effective Date of this Agreement which will not be eliminated prior to
the Close of Escrow.
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(h) No Alterations. Except as otherwise permitted or contemplated by
this Agreement, the City will not make or allow any material alterations to the Developer Parcel
unless required by law without Developer’s prior written consent.
(i) Entitlements. To the best of the City’s knowledge, the
entitlements for the Project remain effective, and Plans consistent with the approved entitlements
and the Project contemplated herein may be approved with no further discretionary approval of
the City.
Until the Closing, the City shall, upon learning of any fact or condition which
would cause any of the warranties and representations in this Section not to be true, immediately
give written notice of such fact or condition to Developer and if such fact or condition is caused
by the City, City shall promptly cure or remedy such fact or condition as legally permitted.
208.2 Developer’s Representations
Developer represents and warrants to the City as follows:
(a) Organization. Developer is a duly organized, validly existing
limited liability company in good standing under the laws of the state in which it is registered
and has the power and authority to own and lease property and carry on its business as now being
conducted. CPI and Hudson are each duly organized, validly existing corporations in good
standing under the laws of the state in which they are incorporated. The copies of the documents
evidencing the organization of Developer and setting forth the membership interests, control and
management of Developer have been delivered to the City and are true and correct (and true
copies of the originals, if applicable) as of the Effective Date.
(b) Authority. Developer has the legal power, right and authority to
execute, deliver and enter into this Agreement and any and all other agreements and documents
required to be executed and delivered by the Developer in order to carry out, give effect to, and
consummate the transactions contemplated by this Agreement, and to perform and observe the
terms and provisions of all of the above. The Persons who have executed this Agreement and all
other documents or instruments executed and delivered, or to be executed and delivered,
pursuant to this Agreement are authorized to execute and deliver the same on behalf of the
Developer and all actions required under Developer’s organizational documents and applicable
governing law for the authorization, execution, delivery and performance of this Agreement and
all other documents or instruments executed and delivered, or to be executed and delivered
pursuant hereto, have been duly taken.
(c) Valid and Binding Agreements. To the best of Developer’s
knowledge, this Agreement and all other documents or instruments which have been executed
and delivered by Developer pursuant to or in connection with this Agreement constitute or, if not
yet executed or delivered, will constitute when so executed and delivered, legal, valid and
binding obligations of Developer enforceable against it in accordance with their respective terms.
(d) Contingent Obligations. The Developer does not have any
contingent obligations or any contractual agreements that could materially adversely affect the
ability of the Developer to carry out its obligations hereunder.
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(e) Litigation. To the best of Developer’s knowledge, no action, suit
or proceedings are pending or threatened before any governmental department, commission,
board, bureau, agency or instrumentality to which the Developer, or CPI, Hudson or their
Affiliates, is or may be made a party or to which any of its property is or may become subject,
which has not been fully disclosed to the City and which could materially adversely affect the
ability of the Developer to carry out its obligations hereunder.
(f) No Conflict. To the best of Developer’s knowledge, Developer’s
execution and delivery of this Agreement and any other documents or instruments executed and
delivered, or to be executed or delivered, pursuant to this Agreement, and the performance of any
provision, condition, covenant or other term hereof or thereof, do not or will not conflict with or
result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court,
board, commission or agency whatsoever binding on Developer, or any provision of the
organizational documents of Developer, or will conflict with or constitute a breach of or a default
under any agreement to which Developer, or CPI, Hudson or their Affiliates, is a party, or will
result in the creation or imposition of any lien upon any assets or property of Developer, other
than liens established pursuant hereto.
(g) No Developer Bankruptcy. To the best of Developer’s knowledge,
no attachments, execution proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization, receivership or other proceedings are pending or threatened against
the Developer, or CPI, Hudson or their Affiliates, nor are any of such proceedings contemplated
by Developer, or CPI or Hudson, or their Affiliates.
While the Parcel B Improvements are in existence, Developer shall, upon learning
of any fact or condition which would cause any of the warranties and representations in this
Section not to be true, immediately give written notice of such fact or condition to the City and if
such fact or condition is caused by the Developer, Developer shall promptly cure or remedy such
fact or condition
300. DISPOSITION OF THE DEVELOPER PARCEL
301. Sale and Purchase
301.1 Sale and Purchase of the Developer Parcel; Purchase Price
Upon satisfaction of the City’s Conditions Precedent to Closing and within the
time frame set forth in the Schedule of Performance, the City agrees to convey to Developer and
Developer agrees to purchase from the City (“Conveyance”) the Developer Parcel, for FOUR
MILLION TWENTY TWO THOUSAND FOUR HUNDRED DOLLARS ($4,022,400)
(“Purchase Price”). The Developer and the City agree, and the City has determined that, based
on the conditions imposed on the Developer with respect to the construction of the
Improvements, the Purchase Price for the Developer Parcel is not less than the fair reuse value of
the Developer Parcel; accordingly, consideration for the Conveyance shall include Developer’s
payment of the Purchase Price, Developer’s promise to Develop and Cause Construction of the
Project, including the Improvements, in accordance with all terms and conditions of this
Agreement, and Developer’s promise to be bound by the obligations, covenants and restrictions
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set forth in this Agreement. The Purchase Price payable by Developer as set forth above shall be
subject to an adjustment at the Closing for the Prevailing Wage Cost Adjustment, if any, as
provided in Section 906, and the Extraordinary Costs, if any, as provided in Section 907.
Upon Closing, the City shall convey the Developer Parcel to Developer by
the Grant Deed, subject to the covenants and rights reserved therein. Developer’s acquisition of
the Developer Parcel and development of the Project pursuant to this Agreement, and the
fulfillment generally of this Agreement, are in the best interests of the City and the welfare of its
residents, and in accordance with municipal and other public purposes and provisions of
applicable federal, state, and local laws and requirements.
The Purchase Price shall be paid by delivery of the Developer Deposit and
the Final Purchase Price Payment.
The Parties agree that the Purchase Price includes and reflects certain reductions
for costs to be incurred by the Developer as a result of specific requests made by the City in
connection with the construction and development of the Project and such reductions are
expressly provided as follows:
(a) Garage Ramp Relocation. A reduction by the total amount of
SIXTY TWO THOUSAND FIVE HUNDRED DOLLARS ($62,500) is included and reflected in
the Purchase Price to reflect the design costs associated with relocating the garage ramp as a
result of including the Public Parking Improvements as a part of the Project; and
(b) Public Restroom Expansion. A reduction by the total amount of
SIXTY FIVE THOUSAND ONE HUNDRED DOLLARS ($65,100) is included and reflected in
the Purchase Price to reflect the costs associated with the expansion of the Public Restrooms.
The City and Developer each agree that the reduction amounts set forth
above in subparagraphs (a) and (b) and included and reflected in the Purchase Price are final
amounts and are binding on the Parties. Any increase in the design costs associated with
relocating the garage ramp or the expansion of the Public Restrooms shall be borne by the
Developer, with no cost to the City.
301.2 Developer Deposit
Upon Developer’s receipt of a fully executed copy of this Agreement together
with the Escrow Agent’s acceptance hereof but not later than the date provided in the Schedule
of Performance, Developer shall deliver to Escrow Agent a cash deposit in the amount of
TWENTY FIVE THOUSAND DOLLARS ($25,000) (“Deposit”). Upon Developer’s written
request, subject to the City’s written approval, the Escrow Agent shall deposit the Developer’s
Deposit in an interest-bearing account, and as interest accrues or becomes payable thereon, such
interest shall be added to and become part of the Deposit. The Deposit shall be held and applied
in accordance with the terms of this Agreement and applied, together with the accrued interest
thereon if any, towards the Purchase Price at Closing. Upon a termination of this Agreement by
the City as a result of the Developer’s uncured Default hereunder, the Deposit, and all interest
accrued thereon, if any, shall be promptly delivered to the City and retained by the City as its
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sole and separate property. The City’s retention of the Deposit in this regard is not and shall not
constitute, be treated as, or deemed to constitute, liquidated damages to the City, and the City
shall be permitted to exercise any and all available rights and remedies in connection with an
uncured Default hereunder. Further, the City’s retention of the Deposit as provided for herein
shall not be considered a payment in lieu of or in place of any damages that the City may
otherwise be entitled to under the law and as otherwise provided for herein. Upon a termination
of this Agreement by the Developer as a result of the City’s uncured Default hereunder, or upon
a termination of this Agreement for any other reason other than as a result of Developer’s
uncured Default, the Developer shall be entitled to the prompt return of the Deposit, together
with the interest, if any, that may have accrued thereon.
301.3 Final Purchase Price Payment; Scheduled Close of Escrow
Not less than three (3) business days prior to the scheduled Close of
Escrow, Developer agrees to deposit into Escrow in cash or other readily available funds an
amount equal to the Purchase Price minus the Deposit pursuant to Section 301.2, adjusted by the
Extraordinary Costs, if any, as set forth in Section 907 below, minus the Prevailing Wage Cost
Adjustment, if any, as set forth in Section 906 below (collectively, the “Final Purchase Price
Payment”), plus Developer’s share of Escrow fees and costs, and, to the extent applicable, any In
Lieu Public Art Fee.
301.4 Scheduled Close of Escrow
Escrow shall be scheduled to close on such date as the City’s Conditions to
Closing and the Developer’s Conditions to Closing are met. Subject to any applicable cure rights
set forth herein, Escrow shall close no later than the Outside Closing Date. If the City’s
Conditions to Closing and the Developer’s Conditions to Closing are not satisfied or waived by
the respective Party on or before the Outside Closing Date, then, subject to any such applicable
cure rights, any Party not then in Default of its obligations hereunder shall have the right to
terminate this Agreement in accordance with Section 302.5 below. Upon such a termination, the
obligations and rights of the Parties under this Agreement that expressly continue after
termination of this Agreement shall continue in effect.
302. Escrow
302.1 Escrow Instructions
The City and the Developer shall open an escrow for the sale and purchase of the
Developer Parcel (“Escrow”) with an escrow agent (“Escrow Agent”) acceptable to the City and
the Developer within the times established therefor in the Schedule of Performance. This
Agreement constitutes the joint escrow instructions of the City and the Developer, and a
duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of
the Escrow. The City and the Developer shall provide such additional escrow instructions as
shall be necessary and consistent with this Agreement. The Escrow Agent is hereby empowered
to act under this Agreement and upon indicating its acceptance of the provisions of this Section
302.1 in writing, delivered to the City and to the Developer within two (2) Days after the
opening of the Escrow, shall carry out its duties as Escrow Agent hereunder.
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302.2 Costs of Escrow
The following fees, charges and costs shall be paid by the Developer:
(a) One half of the escrow fees attributable to the Conveyance of the
Developer Parcel;
(b) The excess premium for extended coverage under an ALTA
Owner’s Title Policy, and the cost of any endorsements required by Developer which are not
required to satisfy the City’s obligations to deliver title to the Developer Parcel in the condition
required by this Agreement; and
(c) Ad valorem taxes, if any, upon the Developer Parcel after
conveyance, or ad valorem taxes, if any, upon this Agreement, or any rights thereunder, before
or after conveyance of title.
The following fees, charges and costs shall be paid by the City:
(i) Costs necessary to place the title to the Developer Parcel in the
condition for conveyance required by the provisions of this Agreement;
(ii) Any and all state, county, or city documentary stamps or transfer
tax pertaining to the City’s conveyance of the Developer Parcel;
(iii) One half of the escrow fees attributable to the Conveyance of the
Developer Parcel; and
(iv) The premium for standard coverage under an ALTA Owner’s Title
Policy, and the cost of any endorsements required to satisfy the City’s obligations to deliver title
to the Developer Parcel in the condition required by this Agreement.
The foregoing, together with any other costs of Closing are referred to
herein as an “Escrow Cost” or “Escrow Costs”. In the event of an Escrow Cost that is not
allocated above, such Escrow Cost shall be paid in accordance with customary practice in Los
Angeles County.
302.3 General Provisions Applicable to Escrow Agent
The following general provisions shall be applicable to the Escrow Agent.
(a) All disbursements shall be made by certified check or electronic
wire transfer of the Escrow Agent, as approved by the Parties. All funds received in the Escrow
shall be deposited in a federally insured separate interest-earning escrow account with any bank
doing business in the State of California and approved by the City and Developer.
(b) The Parties to the Escrow jointly and severally agree to pay all
costs, damages, judgments and expenses, including reasonable attorneys’ fees, suffered or
incurred by the Escrow Agent in connection with, or arising out of the Escrow, including, but
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without limiting the generality of the foregoing, a suit in interpleader brought by the Escrow
Agent, other than if arising out of Escrow Agent’s negligence, wrongful conduct or breach of
these instructions and provided that in the event the Escrow Agent incurs any cost, damages,
judgments and expenses as a result of a breach of this Agreement by a Party, the defaulting Party
shall pay 100% of the Escrow Agent’s costs, damages, judgments and expenses.
(c) All prorations and/or adjustments called for in the Escrow shall be
made on the basis of a thirty (30) Day month unless the Escrow Agent is otherwise instructed in
writing by both the City and Developer.
(d) Any amendment to these escrow instructions shall be in writing
and signed by both the City and the Developer. At the time of any amendment, the Escrow
Agent shall agree to carry out its duties as Escrow Agent under such amendment.
(e) The liability of the Escrow Agent under this Agreement is limited
to performance of the obligations imposed upon it under Sections 302.1 to 302.7, inclusive, of
this Agreement.
302.4 Authority of Escrow Agent
The Escrow Agent is authorized to, and shall:
(a) pay and charge Developer and the City, respectively, for any
Escrow Costs payable under and in accordance with Section 302.2 hereof;
(b) when both Developer’s Conditions Precedent to Closing and the
City’s Conditions Precedent to the Closing are satisfied or waived in writing by the Party for
whom the condition was established, disburse funds to the City and record the recordable
documents and deliver such recordable and non-recordable documents (i) to the City, the
Deposit, the Final Purchase Price Payment and any In Lieu Public Art Fee, as and if applicable,
(less City’s share of Escrow Costs), (ii) to the City with copies to the Developer, the Reciprocal
Easement Agreement, the Parking License, the Development and Construction Contract for
Public Improvements, the Assignment of Plans, Reports and Data, the Assignment of
Construction Contract, and the Memorandum of Right of First Offer, (iii) to the Developer, with
copy to the City, the Grant Deed, provided, however, that funds deposited as part of the Purchase
Price shall not be disbursed by the Escrow to the City unless and until the Escrow Agent has
recorded the Grant Deed, and delivered the Title Policy to Developer, and (iv) to the “Post-
Closing Construction Escrow” (described in Section 903 below), the disbursement of City funds
in accordance with the Development and Construction Contract for Public Improvements as
contemplated by Section 903 below;
(c) insert appropriate amounts and the date of the Closing in
documents deposited by the Parties in the Escrow;
(d) do such other actions as necessary to fulfill the Escrow Agent’s
obligations under this Agreement, including, if applicable, obtaining the Title Policy and
recording any instrument delivered through Escrow if necessary and proper in the issuance of the
Title Policy;
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(e) within the discretion of the Escrow Agent, direct Developer and
City to execute and deliver any instrument, affidavit or statement, and to perform any act
reasonably necessary to comply with the provisions of FIRPTA and any similar State act or
regulation promulgated thereunder. The City agrees to execute a Certificate of Non-Foreign
Status by individual transferor, a Certificate of Compliance with Real Estate Reporting
Requirement of the 1986 Tax Reform Act and/or a California Franchise Tax Board Form 590, or
similar form, to assure Developer that there exist no withholding requirements imposed by
application of law as may be required by the Escrow Agent, on forms supplied by the Escrow
Agent;
(f) prepare and file with all appropriate governmental or taxing
authorities a uniform settlement statement, closing statement, tax withholding forms, including
an IRS 1099-S form, and be responsible for withholding taxes, if any such forms and/or
withholding are provided for or required by law; and
(g) prepare and deliver to Developer and City for their review and
approval prior to the Closing a settlement statement.
302.5 Termination of Escrow
If the Escrow is not in a condition to close by the Outside Closing Date, as the
same may be extended pursuant to this Agreement, then either Party which has fully performed
under this Agreement may, in writing, demand the return of money, documents or property
deposited by such Party into Escrow and terminate the Escrow and this Agreement. If either
Party makes a written demand for the return of its money, documents or property, this Escrow
shall not terminate until ten (10) Days after the Escrow Agent shall have delivered copies of such
demand to the other Party at the respective addresses set forth in Section 801 hereof. If any
objections are raised by written Notice within such ten (10) Day period, the Escrow Agent is
authorized to hold all money, documents or property until instructed by a court of competent
jurisdiction or by mutual written instructions of the Parties. If no such objections are timely
made, the Escrow Agent shall immediately thereafter return the demanded money and/or
documents (subject to the distribution of the Deposit to the City in the event of an uncured
Default of the Developer as provided in Section 301.2), and the escrow cancellation charges shall
be shared equally by the Parties (unless one of the Parties is in Default, in which event such
cancellation charges shall be paid by the defaulting Party). Termination of the Escrow shall be
without prejudice as to whatever legal rights, if any, either Party may have against the other
arising from this Agreement, and obligations and rights of the Parties under this Agreement that
expressly continue notwithstanding a termination of this Agreement shall continue in effect. If
no demands for termination are made, the Escrow Agent shall proceed with the Closing as soon
as possible consistent with the terms of this Agreement. Nothing in this Section shall be
construed to impair or affect the rights of the City or the Developer to specific performance.
302.6 Closing of Escrow
The Conveyance shall close within five (5) Days of the date upon which the
Developer’s Conditions Precedent to Closing and the City’s Conditions Precedent to Closing are
satisfied, but not later than the Outside Closing Date. Regardless of whether the Developer’s
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Conditions Precedent to Closing and the City’s Conditions Precedent to Closing are satisfied, if
the Closing does not occur on or before the Outside Closing Date (as may be extended by mutual
agreement of the Parties), then any Party not then in Default of its obligations hereunder may
terminate this Agreement and, upon such termination, this Agreement shall be of no further force
and effect, except that the rights and obligations of the Parties under this Agreement that
expressly continue after termination of this Agreement shall continue in effect. The Closing
shall occur at the offices of the Escrow Company. “Closing” shall mean the time and day that
the Grant Deed is recorded in the Official Records.
Possession of the Developer Parcel shall be delivered in “as is” condition to the
Developer immediately following the Closing, except that limited access shall be permitted prior
to Conveyance as permitted in Section 313 of this Agreement. Developer shall accept title and
possession upon the Closing.
302.7 Closing Procedure
Upon receipt of written direction from both of the Parties to do so, Escrow Agent
shall Close the Escrow as follows:
(a) record the Grant Deed with instruction to the Los Angeles County
Registrar/Recorder to deliver the Grant Deed to Developer and a conforming copy thereof to the
City;
(b) record the Reciprocal Easement Agreement and the Memorandum
of Right of First Offer with instruction to the Los Angeles County Registrar/Recorder to deliver
such documents to the City and a conforming copy thereof to Developer (the Reciprocal
Easement Agreement shall be recorded against the Developer Parcel as a senior lien and
encumbrance in priority, and the City Parcel, in the Official Records);
(c) record the deed of trust securing the Construction Loan with
instruction to the Los Angeles County Registrar/Recorder to deliver the deed of trust to the
Construction Lender and a conforming copy to Developer and City;
(d) deliver the Title Policy issued by the Title Company to Developer;
(e) deliver to the City the funds in an amount equal to the Deposit and
the Final Purchase Price Payment and any In Lieu Public Art Fee, as applicable, less prorations
and charges applicable against the City, including its share of the Escrow Costs and other costs
set forth in Section 302.2 hereof, as evidenced by the settlement statement approved by the
Parties;
(f) file any informational reports required by Internal Revenue Code
Section 6045(e), as amended, and any other applicable requirements;
(g) deliver the FIRPTA Certificate, if any, to Developer;
(h) forward to Developer and the City a separate accounting of all
funds received and disbursed for each Party and copies of all executed, recorded or filed
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documents deposited into Escrow, with such recording and filing date and information endorsed
thereon;
(i) deliver to the Post Closing Construction Escrow, the disbursement
of City funds in accordance with the Development and Construction Contract for Public
Improvements as is required therefor by Section 903;
(j) Ad valorem taxes and assessments, if any, levied, assessed or
imposed on the Developer Parcel, which apply to any period prior to Conveyance of title to the
Developer, shall be borne by the City; ad valorem taxes and assessments, if any, levied, assessed
or imposed on the Developer Parcel, which apply to the period after the Conveyance, shall be
borne by the Developer. Escrow Agent shall prorate all such taxes and assessments as of the
Close of Escrow based upon the most recent tax bills then available. All supplemental, escape or
corrected taxes and assessments thereafter arising with respect to the Developer Parcel shall be
prorated by City and Developer outside of Escrow as of the Closing Date.
303. Conditions Precedent to Conveyance
The obligation of Developer and City to instruct the Escrow Agent to effect the
Closing is conditioned upon satisfaction of the terms and conditions designated in this Section.
303.1 City’s Conditions
The City’s obligation to Close Escrow and thereby effect the Conveyance is
conditioned upon the satisfaction or written waiver by the City of each and every one of the
conditions precedent (a) through (l), inclusive, described below (“City’s Conditions Precedent to
Closing”), which are solely for the benefit of the City:
(a) No Default. Developer shall not be in default of any of its material
obligations under the terms of this Agreement and ancillary agreements and documents and all
representations and warranties of Developer contained herein shall be true and correct in all
material respects.
(b) Execution of Documents. Developer shall have executed and
delivered into Escrow or to the City all documents reasonably requested by the City including,
without limitation, the Development and Construction Contract for Public Improvements, the
Memorandum of First Right of Offer, the Assignment of Construction Contract, the Assignment
of Plans, Reports and Data, the Parking License, the Reciprocal Easement Agreement, and other
City Documents required by the City.
(c) Deposit of Funds. Developer shall have deposited into Escrow the
Final Purchase Price Payment, the in Lieu Public Art Fee, if applicable, and any such amounts
necessary to pay any required costs of Escrow, Closing and the Title Policy payable by
Developer.
(d) Evidence of Financing. Developer shall have submitted to the
City, and the City shall have approved, the Evidence of Financing in accordance with Section
314 hereof and the Schedule of Performance.
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(e) Plans. Developer shall have submitted to the City, and the City
shall have approved, the Schematic Drawings, design development drawings, construction
drawings, and other Plans required by this Agreement, including without limitation Sections 401
and 402 of this Agreement, for the development of the Site.
(f) Insurance. Developer shall have delivered to the City the
insurance certificates and endorsements required pursuant to Section 308 hereof.
(g) Construction Loan. The Construction Loan shall have been
approved by the City in accordance with this Agreement and the Construction Lender and
Developer shall have executed the Construction Loan documents.
(h) Construction Contract. The Construction Contract(s) for all
Improvements shall have been approved by the City in accordance with this Agreement, and the
General Contractor and Developer shall have executed the Construction Contract and delivered
to the City a copy thereof, together with copies of performance and payment bonds required by
the Construction Contract naming the City as an additional obligee.
(i) Approvals. Developer shall have submitted to the City, and the
City shall have approved all approvals and entitlements required for the development of the Site,
including, without limitation, the issuance of building permits (or permits in a ready to issue
condition) and the completion of plan check by City Building and Safety Division.
(j) Entitlements. The Developer shall have secured all entitlements
for the development of the Project which are required to be obtained by Developer prior to the
Close of Escrow. Notwithstanding the foregoing, it is the Parties understanding that all
entitlements for the Project have been obtained prior to execution of this Agreement.
(k) Reciprocal Easement Agreement. The City and Developer shall
have reasonably agreed upon the form of Reciprocal Easement Agreement required by
Section 905.
(l) Development and Construction Contract for Public Improvements.
The City and Developer shall have reasonably agreed upon the form of development and
Construction Contract for Public Improvements required by Section 901.
303.2 Developer’s Conditions
Developer’s obligation to close Escrow is conditioned upon the satisfaction or
written waiver by Developer of each and every one of the conditions precedent (a) through (g),
inclusive, described below (“Developer’s Conditions Precedent to Closing”), which are solely
for the benefit of Developer:
(a) No Default. The City shall not be in default of any of its
obligations under the terms of this Agreement and any ancillary agreements and documents and
all representations and warranties of the City contained herein shall be true and correct in all
material respects.
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(b) Execution of Documents. The City shall have executed and
deposited into Escrow all documents reasonably requested by the Developer including, without
limitation, the Grant Deed, the Development and Construction Contract for Public
Improvements, the Parking License, the Reciprocal Easement Agreement and any other City
Documents required by the Developer.
(c) Deposit of Funds. The City shall have deposited all funds required
to be deposited by the City into Escrow.
(d) Review and Approval of Title. Developer shall have reviewed and
approved the condition of title, as provided in Section 306.
(e) Title Policy. The Title Company shall, upon payment of the Title
Company’s regularly scheduled premium, be irrevocably committed to issue the ALTA Policy
upon the Closing, in accordance with Section 307, subject only to the Permitted Exceptions
approved therein.
(f) No Litigation. No litigation shall be pending or threatened by any
third parties that seek to enjoin the Project or the transactions contemplated herein or to obtain
damages in connection with this Agreement.
(g) Approvals. Developer shall have received all approvals within the
control of the City and entitlements required for the development of the Site, including, without
limitation, the issuance of building permits (or permits in a ready to issue condition) and the
completion of plan check by the City Building and Safety Division.
(h) Reciprocal Easement Agreement. The City and Developer shall
have reasonably agreed upon the form of Reciprocal Easement Agreement required by Section
905.
(i) Development and Construction Contract for Public Improvements.
The City and Developer shall have reasonably agreed upon the form of development and
Construction Contract for Public Improvements required by Section 901.
304. Form of Deed
The City shall convey to the Developer title to the Developer Parcel in the
condition provided in Section 306 of this Agreement by delivery of the Grant Deed.
Through the Reciprocal Easement Agreement, the City and Developer shall
reserve and create (i) all reasonably necessary and/or appropriate ancillary easements for
pedestrian and vehicular access to and from the public streets and driveways and the City Parcel
and Developer Parcel and otherwise as required for the operation, repair and maintenance of the
Public Parking Improvements and the Town Plaza Expansion Improvements, including perpetual
irrevocable easements in connection with the Public Parking Improvements, (ii) the Public Space
designated on the Developer Parcel as part of the Parcel B Improvements for use by the public
and the City, and referenced therein as the Elevated Plaza, the Grand Stairs, and the Public
Restrooms, and for use by the City and referenced therein as the Storage Room; and (iii)
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maintenance, operation, repair and restoration requirements of the Developer in connection with
the Parcel B Improvements.
305. Time For and Place of Delivery of Deed
The City shall deposit the Grant Deed with the Escrow Agent on or before the
date established for Conveyance in the Schedule of Performance.
306. Condition of Title
Within not more than one hundred eighty (180) Days after the Effective Date of
this Agreement, or as otherwise expressly provided in the Schedule of Performance, the Title
Company shall deliver to Developer, with a copy to the City, a title commitment for the
Developer Parcel showing all title exceptions applicable thereto, a copy of all underlying
documents referenced in such title commitment, and a plot of all easements, if any, applicable to
the Developer Parcel (the foregoing is referred to herein as the “Title Commitment”). Developer
may, at its sole cost and expense, obtain a current survey of the Developer Parcel (“Survey”).
No later than the date that is sixty (60) Days after receipt of the Title Commitment (“Title Due
Diligence Date”), Developer shall notify the City in writing (“Title Objection Notice”) of any
objections Developer may have to the title exceptions contained in the Title Commitment. In the
event Developer delivers a Title Objection Notice disapproving any exceptions in the Title
Commitment, the City shall have thirty (30) Days from receipt of Developer’s Title Objection
Notice to notify Developer in writing (“Title Response Notice”) of the City’s election to either
(i) agree to remove or cure the objectionable items prior to the Close of Escrow, or (ii) decline to
remove or cure the objectionable items. The City’s failure to deliver a Title Response Notice
shall be deemed City’s election not to remove or cure the objectionable items; provided, that the
Developer’s Title Objection Notice states in bold capitalized letters in 14 point on the cover page
of such Notice that the “CITY’S FAILURE TO RESPOND TO THIS NOTICE WITHIN
THIRTY (30) DAYS SHALL BE DEEMED TO CONSTITUTE THE CITY’S ELECTION
REFERENCED IN THIS NOTICE PER THE DDA”. If the City notifies (or is deemed to
have notified) Developer of the City’s election not to remove and cure any objectionable items,
then Developer shall have the right, by written notice delivered to the City no later than the date
that is ten (10) Days after receipt of City’s Title Response Notice, or twenty-five (25) Days after
delivery of Developer’s Title Objection Notice if City does not deliver a Title Response Notice,
to agree to accept the Developer Parcel subject to the objectionable items, in which event the
objectionable items shall be deemed approved by Developer, and Developer shall take title to the
Developer Parcel at the Close of Escrow subject to such objectionable items without any
adjustment to, reduction of, or credit against the Purchase Price. The exceptions to title that
Developer approves pursuant to this Section 306 shall be referred to herein as the “Permitted
Exceptions.” The Permitted Exceptions shall also include non-delinquent real property taxes
(which shall be prorated as of the Closing), and the documents to be recorded through the
Escrow under this Agreement.
No later than thirty (30) Days prior to the date established for Conveyance in the
Schedule of Performance, the Parties shall have obtained from the Title Company an update to
the Title Commitment dated no later than forty-five (45) Days from the date established for
Conveyance in the Schedule of Performance, together with legible copies of all documents
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referenced as exceptions therein which were not referenced in the Title Commitment (“Updated
Title Commitment”) for the Developer Parcel. Nothing in this Agreement shall obligate
Developer to proceed with the Close of Escrow in the event new liens, encumbrances or
exceptions on the Developer Parcel (other than any matters contemplated by this Agreement) are
discovered or arise through no fault of Developer after the date of the Title Commitment and are
not removed by the City at the City’s sole cost, unless Developer so elects to proceed; provided
City shall be obligated to the extent legally permissible to remove any new matters caused by the
act or omission of the City, or any of its agents or representatives, at the City’s sole cost and
expense. In the event Developer elects to terminate Escrow, in accordance with the provisions of
Section 302, and receive the return of the Deposit provided there is not an uncured Default of
Developer, because of the discovery of such new matter, then upon such election, this
Agreement shall terminate and, upon such termination, the Developer shall have no further
interest in the Site or any further obligations hereunder, except that the rights and obligations of
the Parties under this Agreement that expressly continue after termination of this Agreement
shall continue in effect.
Notwithstanding anything herein to the contrary, the City shall be obligated to
remove all monetary encumbrances against the Developer Parcel excluding non-delinquent real
property taxes and assessments to be prorated at the Closing. Except as otherwise expressly
provided in this Agreement, the City shall not intentionally create or permit the creation of any
new exceptions to title or otherwise alter the physical condition of the Developer Parcel
following the Effective Date so long as this Agreement remains in effect.
307. Title Insurance
Concurrently with recordation of the Grant Deed, Title Company shall provide
and deliver to Developer a 2006 ALTA Extended Coverage Owner’s Policy of title insurance
(“ALTA Policy”) with a policy coverage limit in the amount of the Purchase Price, as adjusted if
at all pursuant to Sections 906 and 907. The cost of such ALTA policy shall be allocated
between the City and Developer in accordance with Section 302.2 above. The ALTA Policy
shall show title to the Developer Parcel vested in Developer. Such title policy shall be subject
only to the Permitted Exceptions described above. The Title Company shall provide the City
with a copy of the ALTA Policy. In the event the Title Company requires an ALTA survey as a
condition to issuance of the ALTA Policy or as a condition to elimination of any survey
exception shown therein, Developer shall provide such ALTA survey at its sole cost and expense
or accept title subject to such limitation in or exception to the Title Policy.
Notwithstanding anything above which is or appears to be to the contrary,
Developer shall have the right to request issuance of any endorsements to the ALTA Policy
which it may desire as a condition to the Close of Escrow; provided that all expense or cost
attributable to issuance of any such endorsement shall be the sole responsibility of Developer.
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308. Insurance
308.1 General Requirements
Prior to entry upon the Site (with respect to the liability coverages in (a)-(c)
below) and prior to the Closing (with respect to the property insurance described in (d) below)
and continuing in each case until a Release of Construction Covenants is issued by the City for
all Improvements, without limiting the indemnity provisions set forth herein, to the fullest extent
permitted by law, Developer, at its sole cost, shall procure and maintain in full force and effect
the following policies of insurance with respect to the Developer Parcel from a company or
companies authorized to do business in the State of California or from a company or companies
listed on the California list of Eligible Surplus Lines Insurers (http://www.sla-
cal.org/carrier_info/lesli/) with a current rating from A.M. Best Company of A:VIII or better:
(a) General Liability. Commercial general liability insurance which
affords coverage at least as broad as Insurance Services Office (ISO) Commercial General
Liability coverage form ISO CG 00 01 11 85 with minimum limits of not less than $3,000,000
per occurrence.
(b) Automobile Liability. Commercial automobile liability insurance
with coverage at least as broad as ISO CA 00 01 06 92 covering Symbol 1 (“Any Auto”), with
minimum limits of $1,000,000 combined single limits.
(c) Worker’s Compensation. Workers’ Compensation insurance, as
required by the State of California, and Employer’s Liability insurance, with a minimum limit of
$1,000,000 per accident or occupational illness for bodily injury or disease.
(d) Property Insurance. Fire and hazard “all risk” insurance covering
100% of the replacement cost of the Improvements (including offsite materials) in the event of
fire, lightening, windstorm, vandalism, malicious mischief and all other risks normally covered
by “all risk” coverage policies in the area where the Site is located (excluding flood and
earthquake coverage).
Insurance policies held by the City on the Site (including, without limitation,
those for fire or casualty) are not to be transferred, and the City will cancel its own policies in
connection with the Developer Parcel effective upon the Closing, except in connection with the
Public Parking Improvements located therein as applicable.
Except as otherwise required by the Reciprocal Easement Agreement, subsequent
to the issuance of a Release of Construction Covenants, Developer shall maintain such insurance
coverage as is customary for a building of the same general size and use in a similar area within
the Culver City area and/or Los Angeles County.
308.2 Endorsements
The policy or policies of insurance required by Section 308.1, above, shall be
endorsed as follows:
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(1) The liability policies described in 308.1(a)-(c) shall include an
executed endorsement, on a form provided by the City Attorney, showing the City and the
Agency as additional insureds, which may be a blanket additional insured endorsement.
(2) A waiver of subrogation stating that the insurer waives its rights of
subrogation from the City or Agency.
(3) The policy or policies shall not be canceled or the coverage
reduced until the first to occur of (a) a thirty (30)-Day written notice of cancellation has been
served upon the City Risk Manager and the City Manager by registered or certified mail, or (b)
the completion of construction of the Project.
308.3 Deductible and Self-Insured Retention
In the event any of the insurance coverages required to be furnished by Developer
have deductible or self-insured provisions, Developer shall fully protect the City and the Agency
in the same manner as those interests would have been protected had the policy not contained the
deductible or self-insured provision. The deductible or self-insured amount shall be shown on
any “evidence of insurance” provided to the City, and the City reserves the right to reasonably
limit said amount and to review Developer’s financial statements if the amount exceeds a level
reasonably acceptable to the City Risk Manager. A deductible amount of not more than Five
Thousand Dollars ($5,000.00) shall be acceptable to the City.
308.4 Evidence of Insurance
Developer shall deliver said policy or policies of insurance or certified true copies
thereof, or endorsement forms furnished by the City Risk Manager, (“evidence of insurance”) for
approval as to sufficiency by the City Risk Manager and approval as to form by the City
Attorney, as appropriate, which approval or disapproval shall be given within ten (10) business
days and shall not be unreasonably withheld or delayed. The endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. If Workers’ Compensation
Coverage is placed with the State Compensation Insurance Fund, a State Compensation
Insurance Fund Certificate of coverage will be acceptable if endorsed in accordance with Section
308.2(1), above.
308.5 Failure to Maintain Coverage
Should Developer fail to maintain policies with the coverages and limits specified
in Section 308.1 above, in full force and effect at all times required, the City shall have the right
to suspend Developer’s operations until Developer has fully complied with these provisions and
furnished the required evidence of insurance. In the event that Developer’s operations are
suspended for failure to maintain acceptable insurance coverage, Developer shall not be entitled
to an extension of time for completion of the work.
308.6 Insurance for Contractors and Subcontractors
All contractors and subcontractors shall name the Developer and the City as
additional insureds under their policies, and Developer shall be responsible for causing such
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contractors and subcontractors to purchase the appropriate insurance in compliance with the
terms of this Section. All coverages and endorsements of coverages for contractors and
subcontractors shall be subject to all of the requirements stated herein. In addition, contractors
and subcontractors whose profession requires licensure, including, but not limited to architects
and engineers, shall be required to maintain professional liability insurance, applicable to their
respective professions, in an amount not less than $1 Million per claim, without environmental
restrictions, for a period whose prior acts coverage shall be no later than the first date of this
Agreement and whose extended reporting coverage period shall be at least three (3) years from
the time that all work under this Agreement is completed.
309. Taxes and Assessments
Ad valorem taxes and assessments, if any, on the Developer Parcel or any portion
of the Developer Parcel attributable to the period after Conveyance, and ad valorem taxes upon
this Agreement or any rights thereunder, if any levied, assessed or imposed before or after
conveyance of title shall be paid by the Developer.
310. Occupants of the Developer Parcel
The Developer Parcel shall be conveyed free of any possession or right of
possession except that of Developer and easements of record constituting Permitted Exceptions,
and except the interest of the City in connection with the Public Parking Improvements.
311. Zoning of the Developer Parcel
The zoning of the Developer Parcel at the time of Conveyance thereof shall
permit development of the Parcel B Improvements and the use, operation and maintenance of
such Improvements in accordance with the provisions of this Agreement.
312. Condition of the Developer Parcel; Release of City
The City expressly and specifically disclaims the making of any representations
or warranties, express or implied, regarding the Developer Parcel or matters affecting the
Developer Parcel including, without limitation, the physical and environmental condition of the
Developer Parcel except as expressly set forth in this Agreement. The City shall, to the greatest
extent legally allowable, assign to the Developer all rights, claims, actions and/or causes of
action it may have against prior owners of the Developer Parcel and tenants and/or anyone who
has occupied the Developer Parcel in connection with the environmental condition of the
Developer Parcel.
The City represents and warrants that it has delivered to Developer all
Environmental Reports prepared by the City pertaining to the Developer Parcel and/or in the
City’s possession with respect to the Developer Parcel. Developer acknowledges and agrees that
the Developer Parcel is to be conveyed to, and accepted by, Developer, in its present condition,
“AS IS,” and Developer hereby assumes the risk of adverse physical characteristics and
conditions, including, but not limited to, the presence of Hazardous Materials. After taking title
to the Developer Parcel, the Developer shall be solely responsible for responding to and
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complying with any administrative notice, order, request or demand, or any third party claim or
demand relating to potential or actual contamination of the Developer Parcel.
Upon the Closing, the physical and environmental condition, possession or title of
the Developer Parcel is and shall be delivered from the City to Developer in an “as-is” condition,
with no warranty expressed or implied by the City, including without limitation, the presence of
Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown
seismic faults, or the suitability of the Developer Parcel for the development purposes intended
hereunder.
Except for obligations, representations and warranties of the City set forth in this
Agreement, upon the Closing, Developer hereby waives, releases and discharges forever the City
and its Representatives from all present and future Losses and Liabilities, arising out of or in any
way connected with the City’s or Developer’s use, maintenance, ownership or operation of the
Developer Parcel, except to the extent arising out of the negligence, willful misconduct or fraud
of the City or its Representatives.
Developer acknowledges that it is aware of and familiar with the provisions of
Section 1542 of the California Civil Code which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
____________________________
Developer Initials
Developer hereby waives and relinquishes all rights and benefits which it may
have under Section 1542 of the California Civil Code with respect to the matters described and
released in this Section 312. Unless explicitly set forth elsewhere in this Agreement, Developer
does not waive or relinquish any such rights and benefits it may have with respect to any other
obligations of the City set forth in this Agreement.
Nothing contained in this Section 312 is intended to modify the indemnities
contained in this Agreement.
The terms and conditions of this Section 312 shall survive termination of this
Agreement and shall continue after recordation of the Release of Construction Covenants.
313. Preliminary Work by the Developer; Due Diligence Review
Developer shall submit all permit applications, drawings and the Evidence of
Financing and satisfy all other obligations and conditions of this Agreement to be satisfied prior
to Conveyance within the times established therefore in the Schedule of Performance.
Prior to the Conveyance of the Developer Parcel and upon the Parties’ execution
of the Right of Entry Agreement attached to this Agreement as Attachment No. 11 and
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Developer’s satisfaction of conditions precedent therein, the City shall permit Developer to enter
the Site for the purpose of soils testing, survey work and other predevelopment activities by the
representatives of Developer at all reasonable times. The City agrees to provide, or cause to be
provided, to Developer all data and information pertaining to the Site which is available to the
City when requested by Developer. Developer shall defend, indemnify, and hold the City
harmless for all Losses and Liabilities incurred by the City arising out of any Site investigation
activity pursuant to this Section 313; provided, that such indemnity shall not extend to the mere
discovery of pre-existing conditions. The foregoing indemnity shall survive termination of this
Agreement and shall continue after recordation of the Release of Construction Covenants.
Developer shall notify City in writing on or before the Day which is two hundred
forty (240) Days after the Effective Date of this Agreement (“Due Diligence Period”) of
Developer’s approval or disapproval, in its sole and absolute discretion, of the due diligence
materials provided for its review, the condition of the Developer Parcel and Developer’s
investigations with respect thereto, including, without limitation, Developer’s environmental
review of the Developer Parcel and all studies, reports and assessments concerning the
environmental condition of the Developer Parcel (“Due Diligence Notice”). Developer’s
disapproval of the Developer Parcel by delivery of the Due Diligence Notice within the Due
Diligence Period shall constitute Developer’s election to not acquire the Developer Parcel and, in
such event, this Agreement shall terminate and any documents and funds delivered by either
Party to the other or to Escrow shall be returned to it, including return of the Deposit to
Developer provided there is not an uncured Default by Developer. Upon such termination,
except that the rights and obligations of the Parties under this Agreement that expressly continue
after termination of this Agreement shall continue in effect.
314. Evidence of Financing
Prior to the Closing and within the time set forth in the Schedule of Performance,
Developer shall submit to the City evidence reasonably satisfactory to the City that the
Developer has obtained sufficient equity capital and commitments for the financing necessary for
the acquisition and development of the Developer Parcel and the Parcel B Improvements, the
Developer’s pro rata share of costs for the design and construction of the driveway access for the
Parking Improvements, and permanent financing, if any, Developer intends to obtain upon
completion of construction of the Improvements. The City shall approve or disapprove such
Evidence of Financing within twenty (20) Days of submission, with such approval not to be
unreasonably withheld or delayed. Such evidence (collectively, “Evidence of Financing”) shall
include, at a minimum:
(a) A construction budget(s) for the Project broken down by Parcel B
Improvements, Public Parking Improvements, and Town Plaza Expansion Improvements.
(b) Draft Construction Loan documents from a lender reasonably
acceptable to the City (including any amendments thereto, “Construction Loan”) along with
evidence reasonably satisfactory to the City Manager that the lender intends (subject to the
satisfaction of all conditions set forth in such lender’s term sheet, loan commitment or loan
application) to execute the same and provide an initial funding on or before the Closing. A
Construction Loan may be secured by a deed of trust or other security instrument recorded
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against the Developer Parcel, as reasonably approved by the City. In no event shall the City
Parcel be encumbered by any of Developer’s financing for the Project. Any such Construction
Loan shall provide for notice of default to the City, the right to cure and such other terms as
required by Section 406.
(c) Evidence of such other loans or grants or Developer Equity as may
be required to pay (i) the amount of the Construction Contract(s) for the Improvements
(including the Developer’s pro rata share of the design and construction costs to develop the
Parking Improvements), plus (ii) an amount equal to all consultant and loan fees, “points,”
commissions, charges, furnishings, fixtures, taxes, interest, start up costs, Developer’s overhead
and administration, and other costs and expenses of developing and completing the Project, less
the City’s pro rata share of the design and construction costs to develop the Parking
Improvements and the Town Plaza Expansion Improvements.
(d) A fixed or guaranteed maximum price construction contract
(including any amendments thereto, “Construction Contract”) or other commitment acceptable to
the City along with evidence reasonably satisfactory to the City Manager that the contractor
intends to execute the same and is ready, willing and able to construct the Improvements for the
cost indicated therein subsequent to the Closing. Any such Construction Contract shall provide
for notice of default to the City, the right to cure and such other terms as required by Section
407.
(e) A copy of Developer’s, CPI’s and Hudson’s most recent internally
prepared, unaudited financial statements, which shall include a balance sheet, income statement,
statement of retained earnings, statement of cash flows, and footnotes thereto, prepared in
accordance with generally accepted accounting principles or federal income tax basis of
accounting consistently applied, or in accordance with such other principles or methods as are
reasonably acceptable to the City Manager.
(f) Evidence of permanent financing, if any, Developer intends to
obtain upon completion of construction of the Improvements.
(g) Such other documentation and financial information relating to
evidence of financing as may be reasonably requested by the City with respect to Developer or
otherwise with respect to the Conveyance and construction and operation of the Project.
To the extent the cost of acquisition of the Developer Parcel and the cost of the
design, planning, construction and development of the Improvements are to be financed with
funds other than the proceeds of a Construction Loan or City funds, evidence satisfactory to the
City that Developer has, at the time such evidence of financing is required to be demonstrated,
sufficient equity capital, in sufficiently liquid form, not otherwise encumbered by any pledge or
grant of a security interest to a third party, to assure complete funding for the development and
construction of the Improvements (as set forth in the Scope of Development and provided for in
this Agreement). Developer shall have the right to use any funds or assets available to
Developer for actual payment of costs, notwithstanding that said funds or assets may be different
from the sources of equity capital utilized to demonstrate the evidence of equity financing
required by this Agreement. Developer’s evidence of equity financing shall be satisfied by
evidence of any combination of the following:
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(1) Cash, on deposit in a construction account, checking account,
money market account, escrow or other immediately available form of deposit, held in the name
of Developer, over which Developer retains the right to direct investments;
(2) An irrevocable direct pay letter of credit, in favor of Developer,
drawn on a bank or other financial institution first approved in writing by the City, with a term
that is consistent with the anticipated need for funds during the construction period, the terms of
which are consistent with this Agreement;
(3) An available line of credit with a bank or other financial institution
approved in writing by the City Manager, the terms of which are consistent with this Agreement,
provided that the collateral or assets pledged by Developer for such line of credit shall not
otherwise be utilized to demonstrate the evidence of equity financing required by this
Agreement, unless Developer has the right to substitute such collateral or assets with other
collateral or assets which other collateral or assets are not otherwise utilized to demonstrate the
evidence of equity financing required by this Agreement and which may or may not be liquid; or
(4) Evidence of any other comparable form of assets or funding
commitment that the City Manager reasonably determines is sufficiently liquid to assure that it
will be available to Developer when needed to pay Project expenses.
315. Intentionally Omitted
316. Intentionally Omitted
317. Real Estate Commissions
The City shall not be liable for any real estate commissions or brokerage fees
which may arise in connection with the sale of the Developer Parcel to Developer. The City
represents that it has engaged no broker, agent, finder or third party in connection with this
transaction. Developer hereby agrees to indemnify the City from and against any and all costs,
claims and judgments arising out of or related to the services of any broker or finder in
connection with the Developer Parcel which was engaged or purportedly engaged by Developer,
and Developer shall be solely responsible for any compensation that may be due such broker or
finder, if any. The foregoing indemnity shall survive termination of this Agreement and shall
continue after recordation of the Release of Construction Covenants.
318. Demolition of the Developer Parcel
Subsequent to the Closing, Developer shall demolish the parking lot on the
Developer Parcel. Developer shall perform all such demolition and containment activities in
accordance with Environmental Laws. Developer shall take all reasonably necessary precautions
to prevent the release of any Hazardous Materials onto the Developer Parcel or the Site or into
the environment in connection with the use of Hazardous Materials and the Developer Parcel or
development of the Developer Parcel in violation of applicable Governmental Requirements.
Such precautions shall include complying with and causing all activities on the Developer Parcel
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to comply with all Governmental Requirements with respect to Hazardous Materials. In
addition, Developer shall install and utilize such equipment and implement and adhere to all
procedures, requirements and restrictions imposed by Governmental Requirements pertaining to
the disclosure, storage, use, removal and disposal of Hazardous Materials. Developer covenants
that it shall not, except for customary materials used and applied in accordance with all
Governmental Requirements and in the ordinary course of demolishing the Developer Parcel, (i)
deposit Hazardous Materials in, on or upon the Developer Parcel or the Site, in violation of any
applicable Governmental Requirements, nor (ii) permit the deposit of Hazardous Materials in, on
or upon the Developer Parcel or the Site in violation of any applicable Governmental
Requirements.
319. Developer Responsibilities after Closing
After the Closing and subject to Section 324, it shall be Developer’s responsibility
to remedy any soil or geologic condition on the Developer Parcel, at its sole cost and expense, as
required to fulfill its obligations hereunder. Developer shall perform all preparation of the
Developer Parcel for construction of the Project in accordance with Environmental Laws.
Developer shall be responsible for all Developer Parcel preparation costs after the Closing.
Developer shall take all reasonably necessary precautions to prevent the release of any
Hazardous Materials onto the Developer Parcel or the Site or into the environment in connection
with the use of Hazardous Materials or the Developer Parcel or development of the Developer
Parcel in violation of applicable Governmental Requirements. Such precautions shall include
complying with and causing all activities on the Developer Parcel to comply with all
Governmental Requirements with respect to Hazardous Materials. In addition, the Developer
shall install and utilize such equipment and implement and adhere to all procedures,
requirements and restrictions imposed by Governmental Requirements pertaining to the
disclosure, storage, use, removal and disposal of Hazardous Materials. Developer further
covenants that it shall not, except for customary materials used and applied in accordance with
all Governmental Requirements and in the ordinary course of completing, maintaining and
operating the Improvements or customarily utilized by households for domestic purposes in
accordance with all Governmental Requirements, (i) deposit Hazardous Materials in, on or upon
the Developer Parcel or the Site, in violation of any applicable Governmental Requirements, nor
(ii) permit the deposit of Hazardous Materials in, on or upon the Developer Parcel or the Site in
violation of any applicable Governmental Requirements.
Prior to and during construction of the Project, the City and Developer shall not
engage in any Hazardous Materials Activity, except in strict compliance with all Environmental
Laws, and shall comply with all Environmental Laws in connection with any activity on or about
the Site, including the construction and operation of the Project. Developer shall maintain the
Developer Parcel and any Improvements thereon in good condition free from graffiti and from
any accumulation of debris or waste materials. Developer shall keep and maintain the Developer
Parcel in conformity with the Culver City Municipal Code and all other applicable Governmental
Requirements.
As provided for in the Development and Construction Contract for Public
Improvements, the City shall be responsible for the cost of remediation of all Hazardous
Materials located in, on or under the City Parcel. With respect to any environmental remediation
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performed by Developer on the City Parcel in connection with the construction of the Public
Improvements, all such work shall be performed by an environmental contractor selected by the
Developer and acceptable to the City, and the City shall be the signator party for any Hazardous
Materials manifests required in connection with the performance of any such remediation work.
320. Required Disclosures after Closing
If, after Developer takes title to the Developer Parcel, Developer discovers the
presence of Hazardous Materials under or upon the Developer Parcel in violation of applicable
Governmental Requirements, or there is a release of Hazardous Materials on or from the
Developer Parcel or the Site, Developer shall provide to the City a copy of any environmental
permits, disclosures, applications, entitlements or inquiries relating to such Hazardous Materials,
including any notices of violation, notices to comply, citations, inquiries, clean up or abatement
orders, cease and desist orders, reports filed pursuant to self reporting requirements and reports
filed or applications made pursuant to any Governmental Requirements relating to Hazardous
Materials and underground tanks including, specifically, without limitation, the following:
(a) All required reports of releases of Hazardous Materials, including
notices of any release of Hazardous Materials as required by any Governmental Requirements;
(b) All notices of suspension of any environmental permits;
(c) All notices of violation from federal, state or local environmental
authorities;
(d) All orders under the State Hazardous Waste Control Act and the
State Hazardous Substance Account Act and corresponding federal statutes, concerning
investigation, compliance schedules, clean up, or other remedial actions;
(e) All orders under the Porter Cologne Act, including corrective
action orders, cease and desist orders, and clean up and abatement orders;
(f) Any notices of violation from OSHA or Cal OSHA concerning
employees’ exposure to Hazardous Materials; and
(g) All complaints and other pleadings filed against Developer relating
to Developer’s storage, use, transportation, handling or disposal of Hazardous Materials on the
Developer Parcel or the Site.
Subject to terms and conditions set forth in Section 324, in the event any
Hazardous Materials are discovered on the Developer Parcel after the Closing in violation of
applicable Governmental Requirements, or a release of Hazardous Materials into the
environment occurs after the Closing in violation of applicable Governmental Requirements, the
Developer shall promptly and fully remediate such Hazardous Materials in accordance with all
Governmental Requirements, and such remediation shall be at the Developer’s sole cost and
expense; provided that nothing herein shall limit the responsibility of the City for any Hazardous
Materials released or deposited by the City or its Representatives on the Site except to the extent
of Developer’s negligence. Upon reasonable request of the City, the Developer shall furnish to
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the City a copy of any and all other environmental documents or inquiries relating to or affecting
the Developer Parcel from time to time during Developer’s ownership or possession thereof.
321. Taxes and Assessments
Subsequent to the Conveyance, Developer shall pay, when due, all taxes,
assessments, and special taxes levied on the Developer Parcel including without limitation such
taxes and assessments levied in connection with the Parcel B Improvements, in accordance with
applicable Governmental Requirements. Developer agrees to make no appeal or challenge of an
assessment of the fair market value of the Developer Parcel for property tax purposes, except for
a decrease in value challenge or challenge to an initial assessment of a newly completed or
rehabilitated building, to the extent the value challenged is in excess of the actual costs of
construction and land, or any increase in assessment because of a purported change of ownership
where no such change of ownership occurred, or any increase in assessment because of a change
in ownership that exceeds the bona-fide arms length consideration paid in connection with such
sale.
322. City Rights of Entry
If, at any time, Developer fails to maintain the Developer Parcel in accordance
with all applicable Governmental Requirements and such condition is not corrected (i) within
forty eight (48) hours after written notice from the City for problems posing an immediate risk to
public health and safety; (ii) within five (5) business days after written notice from the City for
graffiti and general site maintenance; or (iii) thirty (30) Days after written notice from the City
with respect to landscaping and building improvements, then the City, in addition to whatever
remedies it may have at law or at equity, shall have the right to enter upon the applicable portion
of the Developer Parcel and perform all acts and work necessary to protect, maintain, and
preserve the Developer Parcel and the Improvements and landscaped areas thereon with respect
to the matter identified in such written notice from the City, and to attach a lien upon the
Developer Parcel, or to assess the Developer Parcel, in the amount of the expenditures arising
from such acts and work of protection, maintenance, and preservation by the City and/or costs of
such cure, including a ten percent (10%) administrative charge, which amount shall be promptly
paid by the Developer upon demand; provided that such lien shall be effective only upon
recordation of a written notice thereof and shall be subordinate to any deed of trust or other like
encumbrance entered into in good faith and for value and recorded against the Developer Parcel
prior to recordation of such lien.
323. Indemnification
Following the Conveyance, Developer agrees to save, protect, defend, indemnify
and hold harmless the City and the Agency, and their respective Representatives, from and
against any and all Losses and Liabilities (including, without limitation, reasonable attorneys’
and consultants’ fees, investigation and laboratory fees, and remedial and response costs but
excluding the extent to which such loss or liability arises from the active negligence or
intentional misconduct of the City, Agency, or their Representatives) which may now or in the
future be incurred or suffered by the City and/or Agency, or their respective Representatives by
reason of, resulting from or arising from, directly or indirectly, (i) the ownership (or possession)
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of all or any part of the Developer Parcel for purposes of any Governmental Requirements
regulating Hazardous Materials first discovered on the Developer Parcel following the
Conveyance, (ii) any act or omission on the part of Developer, or its Representatives, contractors
or invitees with respect to the Developer Parcel or construction of the Improvements thereon,
(iii) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or
release from the Developer Parcel of any Hazardous Materials first discovered on the Developer
Parcel following the Conveyance, (iv) any environmental or other condition of the Developer
Parcel first discovered following the Conveyance, and (v) any Losses and Liabilities incurred
with respect to the Developer Parcel under any Governmental Requirements relating to
Hazardous Materials first discovered on the Developer Parcel following the Conveyance. The
foregoing indemnity shall survive termination of this Agreement and shall continue after
recordation of the Release of Construction Covenants.
In connection with construction of the Public Improvements on the City Parcel,
the Development and Construction Contract for Public Improvements shall contain separate
provisions relating to indemnification and remediation costs and responsibilities of the Parties in
connection with all Hazardous Materials located in, on or under the City Parcel and costs
incurred in connection therewith.
324. Right to Terminate this Agreement Before Closing For Hazardous Materials
324.1 Discovery of Hazardous Materials Prior to Closing.
(a) Identification of Projected Remediation Costs. Prior to the
Closing, in the event that the Developer has, based on verifiable documentary evidence, reason
to suspect or believe that Hazardous Materials are located in, on or under the Developer Parcel,
an environmental consultant or other appropriate consultant selected by Developer and
acceptable to the City (“Environmental Consultant”) shall undertake any further investigation
necessary to determine the environmental condition of the Developer Parcel, and shall estimate
the projected cost, if any, of all activities necessary to design, process, permit and remove such
Hazardous Materials or contamination in, on or under the Developer Parcel or to otherwise
complete an environmental clean-up of the Developer Parcel suitable for commercial office and
retail use with subterranean private parking in compliance with all Governmental Requirements
(“Remediation Cost”). The Developer shall provide verifiable documentary evidence to the City
Manager of the Remediation Cost.
(b) Remediation Costs. If the projected Remediation Cost is FIVE
HUNDRED THOUSAND DOLLARS ($500,000) or less (either initially or during the course of
performing the remediation work), the Developer shall not have the right to terminate this
Agreement under this Section 324 and the Developer shall proceed with the required remediation
work at its sole cost and expense and construct the Parcel B Improvements in accordance with
the terms and conditions of this Agreement. If the projected Remediation Cost is in excess
of FIVE HUNDRED THOUSAND DOLLARS ($500,000) (either initially or during the course
of performing the remediation work), then the Developer may elect no later than one hundred
eighty (180) business days from the Effective Date of this Agreement to terminate this
Agreement. Upon the termination of this Agreement, the Developer shall have no further
interest in the Developer Parcel, the Site or any further obligations hereunder, except that the
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rights and obligations of the Parties under this Agreement that expressly continue after
termination of this Agreement shall continue in effect. Failure of the Developer to make such
election and terminate this Agreement by the date that is one hundred days (180) business days
from the Effective Date of this Agreement shall be a waiver by the Developer of the rights and
conditions of this Section 324.
400. DEVELOPMENT OF THE SITE
401. Scope of Development; Schematic Drawings; Landscaping and Grading
Plans; Project Design Consultants
401.1 Scope of Development
Developer shall be solely responsible for making the Site usable for the Project
and appropriate for construction of the Improvements as a result of any Site conditions,
including, but not limited to, flood zones, Alquist Priolo, and similar matters; provided that City
shall be responsible for any such costs to the extent applicable to the Public Parking
Improvements on the City Parcel. Developer shall construct the Improvements in accordance
with the Scope of Development, the Schedule of Performance and the Plans, drawings and
documents submitted by Developer and approved by City as set forth herein, which approval
shall not be unreasonably withheld, conditioned or delayed. The entitlements for the Project
remain effective. The Construction Contract(s) entered into by Developer for the Improvements
shall require construction of the Improvements in a manner consistent with the Plans, drawings,
and documents approved by the City.
Development of the Site will include the following:
(a) Parcel B Improvements. The Developer shall Develop and Cause
Construction of a four level high quality office and retail complex with an Elevated Plaza and
“Grand Stairs”, providing approximately 115,108 square feet of gross building area containing a
minimum of 32,654 square feet dedicated to retail and restaurant uses, consistent with the
Conceptual Plan of the Retail and Restaurant Space attached to this Agreement as Attachment
No. 15, and containing a minimum of 55,470 gross square feet dedicated to office use and
including public restrooms and a storage area, in addition to approximately 18,990 square feet of
open space, and subterranean Private Parking Improvements of approximately 98 spaces within
the property line of the Developer Parcel, as more thoroughly described in the Scope of
Development, to be owned by the Developer, and which the Developer shall Develop and Cause
Construction of on the Developer Parcel, and certain off-site improvements required to be
developed in connection with the Parcel B Improvement, in accordance with this Agreement
including, without limitation, the Scope of Development and the Plans approved by the City. In
connection with the public restrooms, the Developer agrees to construct and maintain 6-stall men
and 6-stall women public restrooms (“Public Restrooms”). In connection with the storage area,
the Developer agrees to construct and maintain a minimum five hundred (500) square foot
storage area for the storage of Town Plaza event staging, chairs, lighting systems and related
equipment for the City’s use (“Storage Room”). The City shall be responsible for
reimbursement of a portion of the maintenance costs for the Public Restrooms and Storage Area
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as generally provided in Section 501.2 and as more fully described in the Reciprocal Easement
Agreement.
(b) Public Parking Improvements. The Developer shall Develop and
Cause Construction of certain subterranean and above ground Public Parking Improvements,
including without limitation the driveway to provide access to the Parking Improvements, within
the City Parcel and partially within the Developer Parcel, as more thoroughly described in the
Scope of Development. The Public Parking Improvements shall be constructed in accordance
with this Agreement and the Development and Construction Contract for Public Improvements,
and the Plans approved by the City, which shall be based on a description set forth in the Scope
of Development, the design requirements set forth in the Public Parking Design Specifications
attached to this Agreement as Attachment No. 13, and the parking plan prepared by or on behalf
of the City and provided to the Developer. The Public Parking Improvements shall include
approximately 100 non-tandem parking spaces. Additionally, as a part of the Public Parking
Improvements, Developer shall Develop and Cause Construction of motorcycle spaces and
bicycle spaces, Operations Area and a police bicycle storage space in accordance with the
requirements of the Public Parking Design Specifications or otherwise approved by the City.
Further, the Developer shall design Develop and Cause Construction of the Public Parking
Improvements such that the Public Parking Improvements, including the driveway access, shall
be designed, constructed and developed to allow flexibility with future use and access to and
from the Culver Studios property and to not preclude such use and access.
The procedure to determine the City’s cost for the Developer to
Develop and Cause Construction of the Public Parking Improvements and the City’s funding of
the Public Parking Improvements are based on City approved reliable, responsible and accurate
contractor bids as described in Sections 405(b) and 901. Notwithstanding the foregoing, the City
shall not be responsible for the Developer’s pro rata share of costs for the design and
construction of the driveway access for the Parking Improvements which shall be the sole cost
and expense of the Developer.
(c) Town Plaza Expansion Improvements. The Developer shall
Develop and Cause Construction of certain public improvements, including without limitation
construction of the access road, relating to the expansion of the Town Plaza Project, as more
thoroughly described in the Scope of Development. The Developer shall Develop and Cause
Construction of the Town Plaza Expansion Improvements upon the City Parcel, in accordance
with this Agreement including, without limitation, the Scope of Development, the Development
and Construction Contract for Public Improvements, and the Plans approved by the City. The
Developer shall design Develop and Cause Construction of the Town Plaza Expansion
Improvements so that the access road shall be designed, constructed and developed to allow
flexibility with future use and access to and from the Culver Studios property and to not preclude
such use and access.
The procedure to determine the City’s cost for the Developer to
Develop and Cause Construction of the Town Plaza Expansion Improvements and the City’s
funding of the Town Plaza Expansion Improvements are based on City approved reliable,
responsible and accurate contractor bids as described in Sections 405(c) and 901.
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The Project shall be developed such that the Project may achieve, and Developer
shall exercise all diligent efforts to achieve, LEED certification from the U.S. Green Building
Council under the Leadership in Energy and Environmental Design Green Building Rating
System for New Construction and Major Renovations (LEED-NC) (Version 2.2).
All Project concepts shall comply with the CalGreen requirements, photovoltaic
requirements and green building requirements as mandated by the City for general application in
the City, and should incorporate sustainable development principles.
The Project shall be developed consistent with (i) the Request for Proposals
issued by the City on July 8, 2011, (ii) the Developer’s Response to Request for Proposals dated
September 8, 2011, (iii) the Redevelopment Plan, (iv) all plans and specifications approved by
the City, and (v) all applicable local, state and federal laws, rules and regulations.
All Plans for the construction of the Project shall be subject to applicable City
design review approval procedures, and shall be consistent with, and a logical evolution of, the
Scope of Development, except as otherwise approved by the City Manager.
401.2 Schematic Drawings
Developer shall submit to the City a complete set of Schematic Drawings for the
Project by the date set forth in the Schedule of Performance. The City shall approve or
disapprove the Schematic Drawings within fifteen (15) business days of their submittal. The
City shall reasonably approve the Schematic Drawings provided that the City determines that
such Schematic Drawings are in substantial conformance with the entitlements for the Project.
The Schematic Drawings shall include a site plan, elevations and sections of the
Project as they are to be developed and constructed on the Site. The Schematic Drawings and
related documents for the Public Parking Improvements shall be based on and conform to the
Public Parking Design Specifications, attached to this Agreement as Attachment No. 13 and the
parking plan prepared on behalf of the City and provided to the Developer.
401.3 Landscaping and Grading Plans
The Developer shall prepare and submit to the City for its approval preliminary
and final landscaping and preliminary and finish grading plans for the Site, as required.
If applicable, the landscaping plans shall be prepared by a professional landscape
architect and the grading plans shall be prepared by a licensed civil engineer. Such landscape
architect and/or civil engineer may be the same firm as the Developer’s architect. Within the
times established in the Schedule of Performance, the Developer shall submit to the City for
approval the name and qualifications of its architect, landscape architect and civil engineer.
From time to time, Developer may replace its architect, landscape architect and/or civil engineer,
subject to the consent of the City Manager, which consent shall not be unreasonably withheld,
conditioned or delayed.
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401.4 Pre-Approved List of Project Design Consultants
The City has preapproved the names and qualifications of the following firms or
individuals as the “Project Design Consultants”. Any change of services to other firms or
individuals not identified on the following list shall require the City’s prior approval (which
approval shall not be unreasonably withheld, conditioned or delayed):
(i) Project Architects: Ehrlich Architects.
(ii) Landscape Architects: The OLIN Studio, West 8, SWA Group,
Katherine Spitz Associates, Inc, LRM, Walker Macy,
Valleycrest.
(iii) Civil Engineers: KPFF, Kimley-Horn & Associates, Fuscoe
Engineering.
(iv) Structural Engineers: Seneca Engineers, Culp & Tanner, Inc.,
John A. Martin & Associates, Inc., Englekirk.
402. Design Review
Developer acknowledges and agrees that, in reviewing and approving documents
under this Section, the City’s actions are separate and distinct from the City’s conduct of its
typical governmental functions and exercise of its police powers in its governmental capacity.
402.1 Review and Approval
Developer shall submit to the City a complete set of design development drawings
for the Project by the date set forth in the Schedule of Performance. The City shall have the right
to approve the design development drawings for conformance with the Schematic Drawings as a
logical evolution thereof, which approval shall not be unreasonably withheld or delayed, except
that the proposed building materials and paint color scheme which shall be subject to approval at
the City’s reasonable discretion. The drawings related to the Public Parking Improvements shall
be based on and conform to the Public Parking Design Specifications, attached to this Agreement
as Attachment No. 13, and the parking plan prepared on behalf of the City and provided to the
City.
Developer shall submit to the City a complete set of building permit/construction
drawings for the Project within one hundred twenty (120) Days of the City’s approval of the
design development drawings. The City shall have the right to approve, which approval shall not
be unreasonably withheld or delayed, the building permit drawings for conformance with the
Schematic Drawings and design development drawings as a logical evolution thereof. The
drawings related to the Public Parking Improvements shall be based on and conform to the
Public Parking Design Specifications, attached to this Agreement as Attachment No. 13, and the
parking plan prepared on behalf of the City and provided to the City.
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402.2 Standards for Approval
The City shall have the right to disapprove in its reasonable discretion any of the
design development drawings if the same do not conform to the Schematic Drawings as a logical
evolution thereof. The City shall have the right to disapprove in its reasonable discretion any of
the building permit/construction drawings if the building permit/construction drawings do not
conform to the approved design development drawings as a logical evolution thereof. The City
shall grant or withhold such disapproval by delivery of written notice to Developer within thirty
(30) Days from delivery by Developer to the City, which notice shall state in writing the reasons
for disapproval and the suggested means to correct the disapproved matters. The City’s failure to
approve or disapprove any submittal within that thirty (30) Day period shall constitute a deemed
approval of that submission; provided, that the Developer’s submission of any such submittal
states in bold capitalized letters in 14 point on the cover page of such submittal that the “CITY’S
FAILURE TO RESPOND TO THIS DOCUMENT WITHIN THIRTY (30) DAYS SHALL
BE DEEMED TO CONSTITUTE THE CITY’S APPROVAL REQUESTED IN THIS
DOCUMENT PURSUANT TO THE DDA”. Developer, upon receipt of a disapproval based
upon powers reserved by the City hereunder, shall revise such portions and promptly resubmit
the revised documents to the City. Notwithstanding anything herein to the contrary, the
Schedule of Performance shall be extended for up to thirty (30) Days, and thereafter only upon
the mutual agreement of the Parties, to permit Developer and the City to resolve any City
disapproval.
402.3 Consultation and Coordination
During the preparation of the basic concept drawings, Schematic Drawings,
design development drawings and building permit/construction drawings, staff of the City and
Developer shall hold regular progress meetings to coordinate the preparation of, submission to,
and review of the basic concept drawings, Schematic Drawings, design development drawings
and building permit/construction drawings by the City. The staff of the City and Developer shall
communicate and consult informally as frequently as is necessary to ensure that the final
submittal of any documents to the City can receive prompt and thorough consideration. The City
shall have the right, at any time, to retain a parking structure and/or public improvements design
firm to prepare a preliminary study of the Public Improvements and any portion thereof. The
Developer shall cooperate with the City in connection with resolving any design or cost
discrepancies found or determined by the City as a result of this preliminary study.
402.4 Revisions
Developer agrees not to make material changes to the exterior design of the
Improvements without the prior written consent of the City once the Schematic Drawings, design
drawing, plans and specifications, building permit/construction drawings and other items
documenting the design of the Improvements are approved by the City prior to the Conveyance.
Thereafter, if Developer desires to propose any material revisions to the exterior
design of the Improvements set forth in the Schematic Drawings, design drawing, plans and
specifications, building permit/construction drawings and other items documenting the design of
the Improvements, Developer shall submit such proposed changes to the City and shall also
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proceed in accordance with any and all State and local laws and regulations regarding such
revisions. The City shall grant or withhold such approval (such approval not to be unreasonably
withheld or delayed) by delivery of written notice to Developer within fifteen (15) Days from
delivery by Developer to the City of such revisions, which notice shall state in writing the
reasons for any disapproval and the suggested means to correct the disapproved matters.
Developer, upon receipt of a disapproval based upon powers reserved by the City hereunder,
shall revise such portions and promptly resubmit the revised documents to the City.
Notwithstanding anything herein to the contrary, the Schedule of Performance shall be extended
for up to thirty (30) Days, and thereafter only upon the mutual agreement of the Parties, to permit
Developer and the City to resolve any City disapproval. At the sole discretion of the City, if any
change in the basic uses of the Developer Parcel is proposed, then the City may require, without
waiving any of the City’s rights and remedies herein, that this Agreement be subject to
renegotiation of all terms and conditions as a condition to proceeding with discussion for the
modification in the basic uses of the Developer Parcel.
402.5 Defects in Plans
The City shall not be responsible either to Developer or to third parties in any way
for any defects in the basic concept drawings, the design development drawings or the building
permit/construction drawings, nor for any structural or other defects in any work done according
to the approved basic concept drawings, design development drawings or building
permit/construction drawings. Developer hereby waives and releases any claim it may have
against the City or its officers, employees, agents, representatives and volunteers, for any
monetary damages or compensation as a result of defects in the drawings, including without
limitation the violation of any laws, and for defects in any work done according to the approved
drawings. Developer makes such release with full knowledge of Civil Code Section 1542 and
hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is
applicable. Section 1542 of the Civil Code provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Developer hereby agrees to indemnify and hold harmless the City, the Agency
and their respective Representatives for any Losses and Liabilities (including attorneys’ fees and
costs) incurred as a result of third party claims of defects in the Parcel B Improvements plans,
design or drawings in connection with the Developer Parcel, including without limitation the
violation of any laws, and for defects in any structural or other work performed by or on behalf
of Developer in designing or constructing the Parcel B Improvements. The foregoing indemnity
shall survive termination of this Agreement and shall continue after recordation of the Release of
Construction Covenants.
403. Permits
Before commencement of the construction of the Improvements or other work
upon the Site, Developer shall, at its own expense, secure or cause to be secured any and all
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permits and approvals which may be required for the construction of the Improvements, whether
required by the City or any other governmental agency affected by such construction or work.
Developer shall, without limitation, apply for and secure the following, and pay all costs, charges
and fees associated therewith: all permits and fees required by the City, the County of Los
Angeles, and all other governmental agencies with jurisdiction over the Improvements and the
Site. Notwithstanding the foregoing, Developer and the City acknowledge and agree that City
entitlements for the Project remain effective, and that Developer has agreed to construct the
Improvements in accordance with such entitlements. The City shall reasonably approve any
plans consistent with the approved City entitlements in accordance with the terms and conditions
of this Agreement.
The City staff will work cooperatively with Developer to assist in coordinating
the expeditious processing and consideration of any additional necessary permits, entitlements
and approvals. However, the execution of this Agreement by the City does not constitute the
granting of or a commitment to obtain any required land use permits, entitlements or approvals
required by the City.
404. Schedule of Performance
Developer shall submit all drawings, commence and substantially complete all
construction of the Improvements, and satisfy all other obligations and conditions of this
Agreement within the times established therefore in the Schedule of Performance.
405. Project Costs; Method of Financing
The Project Costs of developing the Site and designing and constructing the
Project, including any off-site or on-site improvements required by the City in connection
therewith, shall be the responsibility of the Developer, without any cost to City, except as
specifically and expressly set forth in this Agreement as an obligation of the City. The
Developer shall design and Develop and Cause Construction of the Project in accordance with
the following provisions:
(a) The Developer shall Develop and Cause Construction of the Parcel
B Improvements to Completion and shall fund, without any cost to the City, all of the cost of
planning, designing, developing and constructing all of the Parcel B Improvements, and the
Developer’s pro rata share of costs for the design and construction of the driveway access for the
Parking Improvements, in conformance with the approved Plans, including without limitation
Schematic Drawings, design development drawings, and building permit/construction drawings,
all as approved by the City. Evidence of Financing for all of the cost of planning, designing,
developing and constructing all of the Parcel B Improvements, and the Developer’s pro rata
share of the costs for the design and construction of the driveway access for the Parking
Improvements, shall be provided by the Closing, except for any incremental cost, if any, for
prevailing wages that exceeds union wages as described in Section 906 which shall be paid
according to the provisions of Section 906, and for Project Off-Sites that exceeds the Off-Site
Cap Amount and/or for City Permits and Fees as described in Section 907 which shall be paid
according to the provisions of Section 907.
(b) Subject to Section 901, the Developer shall Develop and Cause
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Construction of the Public Parking Improvements to Completion, in conformance with the
approved Plans, including without limitation Schematic Drawings, design development
drawings, and building permit/construction drawings, all as approved by the City. Except with
respect to Developer’s pro rata share of the cost of planning, designing, developing and
constructing the driveway access portion of the Public Parking Improvements that will provide
access to the Parking Improvements, all costs of planning, designing, developing and
constructing the Public Parking Improvements to Completion shall be funded by the City.
Evidence of Financing for Developer’s pro rata share of the cost of planning, designing,
developing and constructing the driveway access portion of the Public Parking Improvements
shall be provided by the Closing. The City intends on using unexpended proceeds of the Parking
Revenue Bonds or, at the option of the City, any other lawfully available funds to fund its costs
of the development and construction of the Public Parking Improvements. The City shall
provide evidence of available funds required to fund the cost of the Public Parking
Improvements payable by the City in a form reasonably acceptable to Developer prior to the
Closing, consistent with Section 901.
The cost of the Public Parking Improvements shall be determined
by reliable, responsible and reputable contractor bids based on the City’s approved Plans,
including design development drawings and complete building permit/construction drawings, in
accordance with Sections 401 and 402. In accordance with Section 901, the City’s cost to
construct to Completion the Public Parking Improvements shall be equal to the difference
between the cost to construct to Completion the Private Parking Improvements with payment of
union wages and the cost to construct to Completion the Parking Improvements (collectively, the
Public and Private Parking Improvements) with the payment of prevailing wages, with a
reduction for the Developer’s pro rata share of the cost of planning, designing, developing and
constructing the driveway access portion of the Public Parking Improvements that will provide
access to the Parking Improvements. If the City and the Developer are in disagreement over the
total cost to construct the Public Parking Improvements, then the City shall retain an independent
cost estimator, at the shared cost of the Developer and the City, to resolve the disagreement and
determine the cost premium. The determination of the independent cost estimator shall be final
and binding on the Parties.
(c) Subject to Section 901, the Developer shall Develop and Cause
Construction of the Town Plaza Expansion Improvements to Completion, in conformance with
the approved Plans and Schematic Drawings. The cost of planning, designing, developing and
constructing the Town Plaza Expansion Improvements to Completion shall be funded by the
City, upon its approval of final costs. The City shall provide evidence of available funds
required to fund the cost of the Town Plaza Expansion Improvements in a form reasonably
acceptable to Developer prior to the Closing, consistent with Section 901.
The cost of the Town Plaza Expansion Improvements shall be
determined by reliable, responsible and reputable contractor bids based on the City’s approved
Plans, including design development drawings and complete building permit/construction
drawings, in accordance with Sections 401 and 402. If the City and the Developer are in
disagreement over the total cost to construct the Town Plaza Expansion Improvements, then the
City shall retain an independent cost estimator, at the shared cost of the Developer and the City,
to resolve the disagreement and determine the cost premium. The determination of the
independent cost estimator shall be final and binding on the Parties.
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406. Construction Budget; Construction Loan
By the deadline specified in the Schedule of Performance, Developer shall submit
to the City a draft Construction Loan for financing the Parcel B Improvements and other costs of
development of the Site. In connection with submission of the Construction Loan, Developer
shall submit to and obtain the City’s written approval (which such approval shall not be
unreasonably withheld or delayed) of a construction budget, showing the projected
predevelopment and development costs of the Improvements and a sources and uses statement
showing that the projected funding sources will be available as needed to fund all such projected
costs for the Project at the time incurred. The City shall approve or disapprove the Construction
Loan with the time period set forth on the Schedule of Performance, which such approval shall
not be unreasonably withheld or delayed.
The Construction Loan shall be consistent, in all material respects, with the terms
and provisions of this Agreement and shall provide, among other matters, that a copy of all
change orders and construction draw requests must be provided to the City Manager
concurrently with their submittal to the Construction Lender. Prior to execution of any final
Construction Loan documents by Developer, Developer shall secure the City’s approval of the
terms and conditions of those Construction Loan documents, which approval shall be limited to
and only for the purpose of assuring compliance of the Construction Loan documents with the
requirements of this Agreement and the Construction Contract. The City shall approve or
disapprove said Construction Loan documents (which such approval shall not be unreasonably
withheld or delayed) within twenty (20) Days after submission to City. Concurrent with any
disapproval, the City shall inform Developer in writing of the reasons for such disapproval.
Failure to approve or disapprove such Construction Loan documents within such twenty (20)
Day period shall be deemed an approval of the Construction Loan documents; provided, that the
Developer’s submission of such Construction loan documents states in bold capitalized letters in
14 point on the cover page of such submittal that the “CITY’S FAILURE TO RESPOND TO
THIS DOCUMENT WITHIN TWENTY (20) DAYS SHALL BE DEEMED TO
CONSTITUTE THE CITY’S APPROVAL REQUESTED IN THIS DOCUMENT
PURSUANT TO THE DDA”.
The Construction Loan shall be made by an Institutional Lender or other lender
approved by the City and secured by Developer’s interest in the Developer Parcel and the Parcel
B Improvements to be constructed thereon and such other collateral and/or credit enhancement
as needed. The Construction Loan documents shall include such other matters as reasonably
requested by the City, including, without limitation, the right to notice of default and the right
(but not the obligation) to cure such default and purchase the Construction Loan for the amount
due in full to the lender.
In no event shall the Construction Loan be cross defaulted with any other loan
secured by any other property of Developer other than the Developer Parcel. Developer shall
draw upon and utilize the full amount of the Construction Loan only for financing the Project
costs for the Site, and the Construction Loan shall be disbursed and applied in accordance with
the approved construction budget, as it may be amended in connection with the Parcel B
Improvements only from time to time upon notice to the City, or upon the City’s approval in
connection with the Public Improvements.
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The City approval of the Construction Loan shall not constitute a waiver by the
City of any breach or violation of this Agreement that is a result of acts that are or purport to be
in compliance with or in furtherance of said Construction Loan. The City shall not be obligated
to close Escrow unless it has received written confirmation from the construction lender that the
Construction Loan is in a position to be recorded concurrently therewith.
407. Construction Contract
By the deadline specified therefore in the Schedule of Performance and prior to
the execution of any final contract, Developer agrees to deliver to the City, for its review and
approval, a fixed price or guaranteed maximum cost Construction Contract(s) for all of the
Improvements, which Construction Contract shall obligate a reputable and financially
responsible general contractor(s) (“General Contractor”), capable of being bonded and licensed
in California and with experience in completing the type of Improvements contemplated by this
Agreement, to commence and complete the construction of those Improvements in accordance
with this Agreement and at the price stated therein.
Each Construction Contract shall give the City the right, but not the obligation, to
cure defaults thereunder and to assume Developer’s obligations and rights under the contract;
provided, that such right to cure and assume that contract shall be subject to the rights, if any, of
Developer’s Construction Lender with respect to such Construction Contract. In addition, each
Construction Contract shall provide, among other matters, that all change orders be provided to
the City Manager concurrently with their submittal to the General Contractor, subject to the
City’s reasonable approval for any change orders that increase the stated Construction Loan
amount in the City approved Construction Loan documents secured by the Developer Parcel.
Further, each Construction Contract shall set forth a reasonably detailed schedule for completion
of each stage of construction.
The City shall approve or disapprove said draft Construction Contract within
twenty (20) Days after submission and, in any event, by the date set forth in the Schedule of
Performance, which approval shall not be unreasonably withheld or delayed. Failure to approve
or disapprove such draft Construction Contract within such twenty (20) Day period shall be
deemed to constitute approval of such submission; provided, that the Developer’s submission of
any such submittal states in bold capitalized letters in 14 point on the cover page of such
submittal that the “CITY’S FAILURE TO RESPOND TO THIS DOCUMENT WITHIN
TWENTY (20) DAYS SHALL BE DEEMED TO CONSTITUTE THE CITY’S
APPROVAL REQUESTED IN THIS DOCUMENT PURSUANT TO THE DDA”. The
City approval of a Construction Contract shall not constitute a waiver by the City of any breach
or violation of this Agreement that is a result of acts that are or purport to be in compliance with
or in furtherance of said Construction Contract. The City shall not be obligated to close Escrow
until it has approved the Construction Contract and Developer and the General Contractor have
signed the Construction Contract.
In the event of any disapproval of the draft Construction Contract, the City shall,
concurrently with delivery of the notice of such disapproval to Developer, inform Developer in
writing of the reasons for disapproval and the required changes to the draft Construction
Contract. Developer and General Contractor shall have twenty (20) Days from receipt of any
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notice from the City specifying required changes (“Construction Contract Disapproval Notice”),
within which to notify the City that Developer agrees to negotiate with the General Contractor to
make such changes or that Developer objects to any such requested changes. If Developer
notifies the City within said twenty (20) Day period of its objections to any such requested
changes, then the City and Developer shall meet at a mutually acceptable time to discuss their
differences within fifteen (15) Days after the Developer gives such notice. Following such
meeting, Developer shall use commercially reasonable efforts to cause the General Contractor to
revise the Construction Contract and resubmit it for approval to the City as required by this
Agreement by the later of (i) forty-five (45) Days after receipt of the Construction Contract
Disapproval Notice, or (ii) fifteen (15) Days after such meeting between the City and the
Developer, unless the nature of such changes requires a longer period of time, in which case
Developer shall resubmit said revised Construction Contract as soon as possible, and, in any
case, no later than sixty (60) Days after receipt of the Construction Contract Disapproval Notice.
Any such resubmissions shall be approved or disapproved and revised within the times set forth
herein with respect to the initial submission, and such resubmissions shall not extend any of the
outside dates set forth in the Schedule of Performance. If, notwithstanding compliance with the
above procedure, the Developer fails to provide the City with a Construction Contract acceptable
to the City within the time provided in the Schedule of Performance (or within such additional
time as the City shall allow), and such failure is not cured within the cure period provided by this
Agreement, then either party may thereafter elect to terminate this Agreement. Upon such
termination, the rights and obligations of the Parties under this Agreement that expressly
continue after termination of this Agreement shall continue in effect.
In connection with delivery of the Construction Contract, Developer shall furnish
the City with a contractor’s performance bond in an amount not less than one hundred percent
(100%) of the costs for the applicable Improvements and a payment bond guaranteeing
contractor’s completion of those Improvements free from liens of material men, contractors,
subcontractors, mechanics, laborers, and other similar liens. Said bonds shall be issued by a
responsible surety company, licensed to do business in California, and with a financial strength
and credit rating reasonably acceptable to the City and shall remain in effect until the entire costs
for such Improvements shall have been paid in full. Any such bonds shall be in a form
reasonably satisfactory to the City’s legal counsel, and shall name the City as an additional
obligee. In lieu of the payment and performance bonds, Developer or the General Contractor
may provide a letter of credit to the City in the amount of not less than one hundred percent
(100%) of the costs for the applicable Improvements, in a form and from an Institutional Lender
approved by the City, which approval shall not be unreasonably withheld.
408. Rights of Access
Prior to the issuance of the Release of Construction Covenants, for purposes of
assuring compliance with this Agreement, representatives of the City shall have the right of
access to all portions of the Developer Parcel, without charges or fees, at normal construction
hours during the period of construction for the purpose of ensuring compliance with this
Agreement, including but not limited to, the inspection of the work being performed in the
construction of the Improvements so long as the City representatives comply with all safety rules
and, at Developer’s option, are escorted by a representative of Developer. The City (or its
Representatives) shall, except in emergency situations, notify Developer prior to exercising its
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rights pursuant to this Section. The City shall have unrestricted authority and absolute right to
enter upon and inspect the City Parcel prior to the issuance of the Release of Construction
Covenants, without charges or fees, at any hour on any day during the period of construction for
the purpose of ensuring compliance with this Agreement, including but not limited to, the
inspection of the work being performed in the construction of the Improvements. The City shall
indemnify, defend and hold harmless Developer for any Losses and Liabilities (including,
without, limitation, attorneys’ fees and costs) arising out of any of the foregoing inspection
activities, except those arising out of the negligence or misconduct of the Developer or its
employees, officers, agents or representatives.
409. Compliance with Laws
Developer shall carry out the design and construction of the Project in conformity
with all applicable Governmental Requirements, including without limitation all Labor Laws,
City zoning and development standards, building, plumbing, mechanical and electrical codes,
and all other provisions of the Culver City Municipal Code, and all applicable disabled and
handicapped access requirements (including without limitation the Americans With Disabilities
Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government
Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.
409.1 Prevailing Wages
(a) Developer hereby agrees to carry out the rehabilitation, construction,
development (as defined by applicable law) and operation of the Improvements on the Site,
including, without limitation, any and all public works (as defined by applicable law), in
conformity with all applicable Federal and State labor laws, including, without limitation, the
payment of State prevailing wages for the Project.
(b) The Project is a “public work,” as defined in Section 1720 of the Labor
Code. Developer hereby agrees that Developer shall have the obligation to provide any and all
disclosures, representations, statements, rebidding, and/or identifications which may be required
by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from
time to time, or any other similar law. Developer hereby agrees that Developer shall have the
obligation to provide and maintain any and all bonds to secure the payment to contractors
(including the payment of wages to workers performing any public work) which may be required
by Labor Code Section 1781, as the same may be enacted, adopted or amended from time to
time, or any other similar law. Developer hereby agrees that Developer shall have the obligation,
at Developer’s sole cost, risk and expense, to obligate any party as may be required by Labor
Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to
time, or any other similar law. Developer shall indemnify, protect, defend and hold harmless the
City, the Agency, and their respective officers, representatives, employees, contractors and
agents, with counsel reasonably acceptable to the City and the Agency, from and against any and
all loss, liability, damage, claim, cost, expense, and/or “increased costs” (including labor costs,
penalties, reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses)
which, in connection with the rehabilitation, construction and/or development (as defined by
applicable law) of the Project, including, without limitation, any and all public works (as defined
by applicable law), results or arises in any way from any of the following: (1) the noncompliance
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by Developer of any applicable Federal and/or State labor laws (including, without limitation,
the requirement to pay state prevailing wages); (2) the implementation of Sections 1726 and
1781 of the Labor Code with respect to the Project, as the same may be enacted, adopted or
amended from time to time, or any other similar law; (3) failure by Developer to provide any
required disclosure, representation, statement, rebidding and/or identification which may be
required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or
amended from time to time, or any other similar law; (4) failure by Developer to provide and
maintain any and all bonds to secure the payment to contractors (including the payment of wages
to workers performing any public work) which may be required by Labor Code Section 1781, as
the same may be enacted, adopted or amended from time to time, or any other similar law;
and/or (5) failure by Developer to obligate any party as may be required by Labor Code Sections
1726 and 1781, as the same may be enacted, adopted or amended from time to time, any other
similar law.
(c) It is agreed by the Parties that, in connection with the Developer’s
rehabilitation, construction and/or development (as defined by applicable law) of the Project,
including, without limitation, any public work (as defined by applicable law), Developer shall
bear all risks of payment or non payment of state prevailing wages and/or the implementation of
Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time
to time, and/or any other similar provision of law. “Increased costs” as used in this Section shall
have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted,
adopted or amended from time to time.
(d) The foregoing indemnity shall survive termination of this Agreement and
shall continue after recordation of the Release of Construction Covenants.
410. Nondiscrimination in Employment
Developer certifies and agrees that all persons employed or applying for
employment by it and all general contractors, subcontractors, bidders and vendors, are and will
be treated equally by it without regard to, or because of race, color, religion, ancestry, national
origin, sex, age, pregnancy, childbirth or related medical condition, medical condition (cancer
related) or physical or mental disability, and in compliance with Title VII of the Civil Rights Act
of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section
206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the
Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C.
Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section
12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government
Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., and
all other antidiscrimination laws and regulations of the United States and the State of California
as they now exist or may hereafter be amended. Developer shall allow representatives of City
access to its employment records related to this Agreement during regular business hours to
verify compliance with these provisions when so requested by City.
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411. Levies and Attachments on Site
Developer shall remove or have removed any levy or attachment made on any of
the Site or any part thereof, or assure the satisfaction thereof within a reasonable time to the
extent arising from Developer’s direct or indirect actions. Nothing herein shall be deemed to
prohibit Developer from contesting the validity or amount of any levy or attachment nor to limit
the remedies available to Developer with respect thereto.
412. Financing of the Improvements
412.1 No Encumbrances Except Mortgages and Deeds of Trust
Mortgages and deeds of trust, recordable against the Developer Parcel only,
through an Institutional Lender only for the purpose of securing loans of funds are to be used for
(i) financing the acquisition, predevelopment or development of the Developer Parcel or other
costs of development of the Site, (ii) financing the construction of the Improvements (including
architecture, engineering, legal, and related direct costs as well as indirect hard and soft costs
such as real property taxes, insurance premiums, closing costs, loan carrying costs, costs of
financing and overhead) on or in connection with the Developer Parcel, or (iii) any other
purposes necessary and appropriate in connection with the Project under this Agreement; and
shall be permitted in connection with the Developer Parcel only before issuance of the Release of
Construction Covenants with the City’s prior written approval in accordance with Section 206.
The City shall cooperate with Developer in facilitating all required financing for the Project and
will in good faith consider all reasonable requests by an Institutional Lender providing existing
or proposed financing to the Project to modify certain provisions of this Agreement. Any
mortgage or deed of trust or other grant of a security interest in the Developer Parcel shall
constitute a Transfer for purposes of this Agreement. The words “mortgage”, “trust deed” and
“deeds of trust” solely as used in this Section 414.1 shall include sale and lease-back and other
means of financing which involve the granting of a security interest, including mezzanine
financing.
412.2 Holder Not Obligated to Construct Improvements
The holder of any mortgage or deed of trust authorized by this Agreement shall
not be obligated by the provisions of this Agreement to construct or complete the Improvements
or any portion thereof, or to guarantee such construction or completion; nor shall any covenant or
any other provision in this Agreement be construed so to obligate such holder. Nothing in this
Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to
any uses or to construct any improvements thereon, other than those uses or Improvements
provided for or authorized by this Agreement.
412.3 Default Notice to Mortgagee or Deed of Trust Holders; Right to Cure
With respect to any mortgage or deed of trust granted by Developer as provided
herein, whenever the City may deliver any notice or demand to Developer with respect to any
material breach or default by Developer in completion of construction of the Improvements, the
City shall at the same time deliver to each holder of record of any mortgage or deed of trust
authorized by its Agreement a copy of such notice or demand. Each such holder shall (insofar as
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the rights granted by the City are concerned) have the right, at its option, within sixty (60) Days
after the later of (i) the receipt of the notice and (ii) expiration of all cure periods available to
Developer, to cure or remedy or commence to cure or remedy and thereafter to pursue with due
diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt
and the lien of its mortgage. If such default shall be a default which can only be remedied or
cured by such holder upon obtaining possession of the Developer Parcel or any portion thereof
and such holder promptly commences and diligently prosecutes efforts to obtain possession
through a receiver or otherwise, such holder shall have until sixty (60) Days after obtaining
possession to cure such default. Notwithstanding anything to the contrary contained herein, in
the case of a default which cannot with diligence be remedied or cured within sixty (60) Days,
such holder shall have such additional time as reasonably necessary to remedy or cure such
default with diligence; provided, that Developer diligently and continuously pursues such cure to
completion but in no event longer that one hundred eighty (180) Days after receipt of notice
hereunder; provided, further, that such holder shall not be required to remedy or cure any non
curable default of Developer (such as an unauthorized attempted assignment or the failure to
meet a deadline).
Nothing contained in this Agreement shall be deemed to permit or authorize such
holder to undertake or continue the construction or completion of the Improvements, or any
portion thereof (beyond the extent necessary to conserve or protect the improvements or
construction already made) without first having expressly assumed Developer’s obligations to
the City by written agreement reasonably satisfactory to the City. The holder in that event shall
only be liable or bound by Developer’s obligations hereunder during the period that the holder is
in possession of such portion of the Developer Parcel in which the holder has an interest and,
notwithstanding anything to the contrary contained in this Agreement, shall only be liable to the
extent of its interest in such property and the improvements owned by it thereon. In addition, the
holder, in that event, must agree to complete, in the manner provided in this Agreement, the
improvements to which the lien or title of such holder relates. Any such holder properly
completing such improvement shall be entitled, upon compliance with the requirements of
Section 413 of this Agreement, to a Release of Construction Covenants in accordance with
Section 413.
It is understood that a holder shall be deemed to have satisfied the sixty (60) Day
time limit set forth above for commencing to cure or remedy a Developer default which requires
title and/or possession of the Developer Parcel (or portion thereof) if and to the extent any such
holder has within such sixty (60) Day period commenced proceedings to obtain title and/or
possession and thereafter the holder diligently pursues such proceedings to completion and
thereafter cures or remedies such default within one hundred eighty (180) Days of receipt of
notice hereunder. All rights and obligations of a lender or holder pursuant to this Agreement
shall also accrue to any purchaser, assignee or successor of a lender or holder upon acquisition of
title to any portion of the Developer Parcel by such purchaser, assignee or successor pursuant to
a judicial or nonjudicial foreclosure or a deed in lieu of foreclosure, or pursuant to a conveyance
from a holder by deed in lieu of foreclosure. In the event of such conveyance to a purchaser,
assignee or successor, then the City agrees that it shall not unreasonably withhold, condition or
delay its approval of further extensions of time for performance of Developer’s obligations under
this Agreement as appropriate but in no event for a period of time longer than three hundred
sixty-five (365) Days to permit such purchaser, assignee or successor to obtain possession of
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such property and enter into contracts for the construction of improvements to complete the
development of such property.
Breach of any of the covenants, conditions, restrictions, or reservations contained
in this Agreement shall not defeat or render invalid the lien of any mortgage or deed of trust
made in good faith and for value as to the Developer Parcel or any interest therein, whether or
not said mortgage or deed of trust is subordinated to this Agreement, but unless otherwise herein
provided, the terms, conditions, covenants, restrictions and reservations of this Agreement shall
be binding and effective against the holder and any owner of the Developer Parcel or any portion
thereof, whose title thereto is acquired by foreclosure, trustee’s sale, or otherwise.
No purported modification, amendment and/or termination of this Agreement
affecting the rights of a holder shall be binding upon any holder holding a mortgage or deed of
trust from and after the date of recordation of such mortgage or deed of trust unless and until the
written consent of such holder is obtained.
412.4 Failure of Holder to Complete Improvements
In any case where, sixty (60) Days after obtaining title to or possession of the
Developer Parcel, the holder of any mortgage or deed of trust creating a lien or encumbrance
upon the Developer Parcel or any part thereof has not exercised the option to construct the
Improvements, or if it has exercised the option but has defaulted hereunder and failed to timely
cure such default, then the City may, upon thirty (30) Days prior written notice to holder,
purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid
mortgage or deed of trust debt, including principal and interest and all other sums and advances
secured by the mortgage or deed of trust. If the ownership of the Developer Parcel or any part
thereof has vested in the holder and if such holder has not exercised its right to assume the
obligations hereunder and commence construction activities, the City, if it so desires, may
purchase such ownership interest from the holder upon payment to the holder of an amount equal
to the sum of the following:
(a) The unpaid mortgage or deed of trust debt at the time title became
vested in the holder (less the amount received by holder from collection and application of
rentals and other income received during foreclosure proceedings);
(b) All expenses with respect to foreclosure including reasonable
attorneys’ fees;
(c) The expenses, if any (inclusive of general overhead), incurred by
the holder as a direct result of the subsequent management of the Developer Parcel or part
thereof (including without limitation, insurance premiums and real property taxes);
(d) The costs of any improvements made by such holder;
(e) An amount equivalent to the interest at the applicable rate
(including, without limitation, interest at the default rate to the extent provided for in the
applicable loan documents) that would have accrued on the aggregate of the amounts described
in Section (a) from and after the time title became vested in holder and in Sections (b) through
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(d), inclusive, had all such amounts become part of the mortgage or deed of trust debt and such
debt had continued in existence to the date of payment by the City; and
(f) Any late payment fees and/or prepayment charges imposed by the
lender pursuant to the terms of the loan documents agreed to by Developer.
412.5 Right of City to Cure Mortgage or Deed of Trust Default
In the event of a material, uncured mortgage or deed of trust default or breach by
Developer prior to the issuance of the Release of Construction Covenants (unless Developer is
contesting such default in good faith), Developer shall immediately deliver to the City a copy of
such mortgage holder’s notice of default. If the holder of any mortgage or deed of trust has not
exercised its option to construct within the time periods set forth in Section 412.3, the City shall
have the right, but not the obligation, upon thirty (30) Days Notice to Developer, to cure the
default. In such event, the City shall be entitled to reimbursement from Developer of all proper
direct and actual out-of-pocket costs and expenses incurred by the City in curing such default.
The City shall also be entitled to a lien upon the Developer Parcel to the extent of such costs and
disbursements; provided that any such lien shall be junior and subordinate to the mortgages,
deeds of trust or any other security interests permitted under this Agreement, and the City
Manager, as a condition to the imposition of its lien, shall execute subordination agreements in
such form and substance as required by the holder of any such mortgage, deed of trust or other
security interests.
413. Release of Construction Covenants
Within fifteen (15) Days of receipt by the City of Notice from Developer that the
construction of the Improvements has been Completed in conformity with this Agreement, the
City shall furnish Developer with the Release of Construction Covenants. The City shall not
unreasonably withhold the Release of Construction Covenants. The Release of Construction
Covenants shall be a conclusive determination of satisfactory Completion of the construction of
the Improvements and the Release of Construction Covenants shall so state. Any party then
owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Developer
Parcel shall not (because of such ownership, purchase, lease or acquisition) incur any
construction obligation under this Agreement.
The Release of Construction Covenants shall be in such form as to permit it to be
recorded against the Developer Parcel in the Official Records.
If the City refuses or fails to furnish the Release of Construction Covenants, after
written request from Developer, the City shall, within ten (10) Days of written request therefore,
provide Developer with a written statement of the reasons the City refused or failed to furnish the
Release of Construction Covenants. The statement shall also contain the City’s opinion of the
actions Developer must take to obtain the Release of Construction Covenants. If the reason for
such refusal is confined to the immediate unavailability of specific items or materials or
otherwise constitutes minor unfinished work for which a cost can be specified, the City will issue
its Release of Construction Covenants upon the posting of a bond or cash security by Developer
with the City in an amount representing one hundred fifty percent (150%) of the fair value of the
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work not yet completed or other evidence reasonably satisfactory to the City assuring the City
that Developer will pay for and complete the same. If the reason for such refusal includes other
uncompleted obligations of Developer under this Agreement which can otherwise be provided
for, to the reasonable satisfaction of the City, the City will issue its Release of Construction
Covenants upon the City’s approval of such measures as will reasonably satisfy the City that
such obligations will be completed. Even if the City shall have failed to provide such written
statement within such ten (10) Day period, Developer shall not be deemed entitled to the Release
of Construction Covenants. The Release of Construction Covenants shall not constitute evidence
of compliance with or satisfaction of any obligation of Developer to any holder of any mortgage,
or any insurer of a mortgage securing money loaned to finance the Improvements, or any part
thereof. The Release of Construction Covenants is not a notice of completion as referred to in
Section 3093 of the California Civil Code.
The City shall not unreasonably withhold a Release of Construction Covenants
for the satisfactory Completion of the construction and development of the Parcel B
Improvements if the reasons for the City failing to issue such a Release of Construction
Covenants relates solely to specific items or materials, or otherwise constitutes unfinished work
or uncompleted obligations of the Developer, in connection with the construction and
development of the Public Improvements which any such matters do not relate indirectly or
directly to the Completion of the construction of the Parcel B Improvements.
414. Bodily Injury and Property Damage Indemnification
The Developer agrees to and shall defend, release, indemnify and hold harmless
the City, the Agency and their respective officers, officials, agents, representatives, members,
contractors, staff and employees from and against any and all Losses and Liabilities arising from
or as a result of the death of any person or any accident, injury, loss, or damage whatsoever
caused to any person or to the property of any person which shall occur directly or indirectly as a
result of or in connection with the acts of or on behalf of the Developer in connection with the
development of the Developer Parcel or the construction and operation of the Parcel B
Improvements, whether such damage shall occur or be discovered before or after termination of
this Agreement.
This indemnification provision supplements and in no way limits the scope of the
indemnification set out elsewhere in this Agreement. The foregoing indemnity shall survive
termination of this Agreement and shall continue after recordation of the Release of Construction
Covenants.
415. Indemnification
To the full extent permitted by law, Developer shall indemnify, defend and hold
harmless the City, the Agency, and their respective officers, officials, agents, representatives,
members, contractors, staff and employees, from and against any and all Losses and Liabilities,
where the same arise out of, are a consequence of, or are in any way attributable to, in whole or
in part, to: (i) Developer’s compliance with or failure to comply with all applicable
Governmental Requirements, including all applicable Labor Laws; (ii) defects in the design of
the Parcel B Improvements, including (without limitation) the violation of any Governmental
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Requirements, and for defects in any work done according to the City approved plans; or (iii)
any breach of or any other performance or act or failure to perform or act pursuant to this
Agreement by Developer, or by any individual or entity that Developer shall bear the legal
liability thereof, including but not limited to, officers, agents, employees, contractors or
subcontractors of Developer, in connection with the development of the Parcel B Improvements.
Without affecting the rights of the City, the Agency, and their respective officers,
officials, agents, representatives, members, contractors, staff and employees under any
provisions of this Agreement, Developer shall not be required to indemnify and hold harmless
the City, the Agency, and their respective officers, officials, agents, representatives, members,
contractors, staff and employees for the percentage of liability attributable to the active
negligence or intentional misconduct of the City, the Agency, and their respective officers,
officials, agents, representatives, members, contractors, staff and employees, provided such
active negligence or intentional misconduct is determined by agreement between the Parties or
by the findings of a court of competent jurisdiction.
Developer agrees to be fully responsible to the City, the Agency, or their
respective officers, officials, agents, representatives, members, contractors, staff and employees,
and defend, indemnify and hold harmless such parties for any and all Losses and Liabilities
resulting from any acts of each and every contractor or any other person or entity involved by,
for, with or on behalf of Developer in the performance of this Agreement in connection with
development of the Parcel B Improvements.
In the event that any claim or legal action is brought against the Developer and/or
the City pertaining to an act or failure of Developer to act for which the City or the Agency is
indemnified hereunder, or pertaining to the compliance of the construction, alteration,
demolition, installation or repair of the Improvements with any Labor Laws, the Developer shall
defend itself and, without cost to the City or the Agency, defend, indemnify and hold the City
and the Agency harmless therefrom. Upon the Developer’s failure to defend, indemnify and
hold the City and the Agency harmless from such claims, the City and the Agency shall be
entitled to recover from the Developer all of the City’s and the Agency’s costs and expenses
incurred on account of such failure, including (but not limited to) reasonable attorneys’ fees and
costs. Each Party shall promptly notify the other Party of the filing of any such claim or action
and cooperate with the defense thereof. The Developer shall not settle or compromise the
defense of such claim or action on behalf of the City or the Agency, or permit a default judgment
to be taken against the City or the Agency, without the prior written approval of the City, which
shall not unreasonably be withheld.
Failure of the City, the Agency, or their respective officers, officials, agents,
representatives, members, contractors, staff and employees to monitor compliance with these
requirements imposes no additional obligations on the City, the Agency, or their respective
officers, officials, agents, representatives, members, contractors, staff and employees, and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend the
City, the Agency, or their respective officers, officials, agents, representatives, members,
contractors, staff and employees as set forth herein is binding on the successors, assigns or heirs
of Developer and shall survive the expiration or termination of this Agreement or this Section
415.
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In connection with construction of the Public Improvements on the City Parcel,
the Development and Construction Contract for Public Improvements shall contain separate
provisions relating to indemnification and responsibilities of the Parties in connection therewith.
416. Disclaimer of Responsibility of City
Except as expressly provided in this Agreement or the documents and agreements
executed pursuant hereto, the City neither undertakes nor assumes nor will have any
responsibility or duty to Developer or to any third party to review, inspect, supervise, pass
judgment upon or inform Developer or any third party of any matter in connection with the
development or construction of the Improvements on the Site, whether regarding the quality,
adequacy or suitability of the plans, whether or not approved by the City, any labor, service,
equipment or material furnished to the Site, any person furnishing the same, or otherwise.
Developer and all third parties shall rely upon its or their own judgment regarding such matters,
and any review, inspection, supervision, exercise of judgment or information supplied to
Developer or to any third party by the City in connection with such matter is for the public
purpose of redeveloping the Site, and neither Developer (except for the purposes set forth in this
Agreement) nor any third party is entitled to rely thereon. Except as expressly provided herein
and in the documents and agreements executed pursuant hereto, the City shall not be responsible
for any of the work of construction, improvement or development of the Site or any part of the
Project relating to the Site.
500. COVENANTS AND RESTRICTIONS
501. Covenant Regarding Specific Uses
Developer shall use the Site to construct the Project. All uses conducted on the
Site, including, without limitation, all activities undertaken by the Developer pursuant to this
Agreement, shall conform to all applicable provisions of the Redevelopment Plan, the Culver
City Municipal Code and any other applicable Governmental Requirements. The Developer, for
itself and on behalf of its successors and assigns, agrees to the following covenants and
restrictions, which shall be included in the Reciprocal Easement Agreement, and which are in
addition to the covenants, restrictions, and rights reserved to the City in the Grant Deed and in
addition to all other covenants and conditions set forth in the Reciprocal Easement Agreement:
501.1 Retail and Restaurant Space.
In facilitating the purchase of the Developer Parcel and the construction of the
Project, the City’s goal is to activate the downtown area by increasing the number of retail and
restaurant tenants. Accordingly, the Developer agrees that its leasing of the Project shall be
subject to, and each proposed tenant of the Retail and Restaurant Space shall meet the
requirements of, the procedures set forth below, and Developer shall use commercially
reasonable diligent efforts to locate and enter into leases with high quality tenants.
(a) Retail and Restaurant Leasing Restrictions. Prior to the seventh
(7
th
) anniversary of the City’s recordation of the Release of Construction Covenants in
connection with the Parcel B Improvements (“Restriction Period”), the ground floor space within
the Parcel B Improvements shown in the Plans approved by the City consisting of approximately
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26,189 square feet and intended for Retail and Restaurant Tenant occupancy (“Retail and
Restaurant Space”) shall be subject to the following requirements, (such Retail and Restaurant
Space shall exclude the approximately 5,100 square feet of ground floor space on the south face
of the Parcel B Improvements across from Culver Studios, as approved by the City, from being
subject to these the requirements of this Section 501.1 provided that such uses are allowed uses
consistent with the City’s zoning regulations for the Commercial Downtown (CD) District
Requirements):
(i) Until at least eighty five percent (85%) occupancy of the
Retail and Restaurant Space has been achieved (“Threshold Occupancy”) and thereafter with
respect to any vacancy that would cause the occupancy of the Retail and Restaurant Space to fall
below the Threshold Occupancy, except as provided for in subsection (b) below, all Retail and
Restaurant Tenants necessary to meet the Threshold Occupancy shall be “Qualifying Tenants”
(as defined below) and Developer shall exercise commercially reasonable efforts to obtain such
Qualifying Tenants for that Retail and Restaurant Space.
(ii) In order to assure implementation of the foregoing,
Developer shall notify the City of any tenant(s) Developer proposes for the Retail and Restaurant
Space and which are required to meet the Threshold Occupancy requirement, prior to execution
of a lease with that tenant, and the City shall have ten (10) business days after receipt of that
notice to notify Developer of any City comments concerning consistency of the proposed tenant
with the “Qualifying Tenants” standard. “Qualifying Tenants” shall mean proposed Retail and
Restaurant Tenants meeting either of the following requirements: (A) such tenant is shown on a
“List of Pre-Approved Tenants” attached to this Agreement as Attachment No. 15 and
incorporated herein, and as such List of Pre-Approved Tenants may be amended from time to
time pursuant to the provisions and procedures below (as such proposed tenant is equivalent in
nature and quality to one of the tenants shown on that list, e.g., if a Levi store is on the list, a
Lucky Brand Jeans store would also be an acceptable tenant), or (B) such proposed tenant is a
tenant currently located in an established high quality retail district or mall location, such as
Melrose Avenue, Third Street Promenade, Robertson Boulevard, The Grove, Santana Row at
Santana Row in San Jose, California, Soho in New York City, Santa Monica Place, or the
Century City Mall (or such proposed tenant is equivalent in nature and quality to one of those
tenants, e.g., if a Levi store is in that location, a Lucky Brand Jeans store would also be an
acceptable tenant).
(iii) The procedure for establishing and updating the “List of
Pre-Approved Tenants” shall be as set forth herein. The “List of Pre-Approved Tenants” shall
include: (A) any of the tenants listed on the List of Pre-Approved Tenants attached to this
Agreement as Attachment No. 15; and (B) any tenant, who, although not initially listed on the
approved List of Pre-Approved Tenants, is proposed by Developer and approved or deemed
approved by City Manager pursuant to this clause (B) for addition to the List of Pre-Approved
Tenants (any such tenant added to the List of Pre-Approved Tenants pursuant to this clause (B) is
referred to herein as an “Additional Approved Tenant”). For purposes of this clause (B), if
Developer wishes to obtain approval of an Additional Approved Tenant or Tenants, it shall
notify the City in writing of the tenant or tenants it wishes to add to the List of Pre-Approved
Tenants. Within twenty (20) Days after such submission, the City Manager shall approve or
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disapprove the proposed Additional Approved Tenant in a written notice to Developer, which, in
the event of disapproval, shall specify in reasonable detail the basis therefor. The City approval
of a proposed tenant or tenants as Additional Approved Tenant shall be based upon whether the
proposed tenant is reasonably comparable to any one or more of the tenants then listed on the
List of Pre-Approved Tenants in terms of quality and nature of operation and shall not be
unreasonably withheld, conditioned or delayed by the City. If City reasonably requires any
additional information from the Developer in order to determine whether any proposed tenant or
tenants should be approved as an Additional Approved Tenant, the City shall request such
additional information within five (5) Days after receipt by the City of the request for approval of
a proposed Additional Approved Tenant. If the City fails to respond to Developer’s request for
approval of any proposed Additional Approved Tenant within twenty (20) Days after receipt of
said request from Developer, the proposed tenant or tenants shall be deemed approved and shall
thereafter constitute Additional Approved Tenant and constitute a part of the List of Pre-
Approved Tenants; provided, that the Developer’s submission of such notice states in bold
capitalized letters in 14 point on the cover page of such submittal that the “CITY’S FAILURE
TO RESPOND TO THIS DOCUMENT WITHIN TWENTY (20) DAYS SHALL BE
DEEMED TO CONSTITUTE THE CITY’S APPROVAL REQUESTED IN THIS
DOCUMENT PURSUANT TO THE DDA”.
(b) Conversion of Retail and Restaurant Space to Other Uses. In the
event that, prior to expiration of the Restriction Period, any Retail and Restaurant Space is
vacated, or remains vacant following Completion and prior to initial occupancy, and Developer
wishes to lease that space for other than a restaurant or retail use, Developer shall first comply
with the following procedures:
(i) Developer shall provide the City with written notice of the
existing tenant’s intent to vacate within fifteen (15) Days of Developer’s receipt of knowledge of
the tenant’s intent to vacate, or, if there is no existing tenancy, the vacancy of the Retail and
Restaurant Space (“Notice of Vacancy”);
(ii) Developer agrees to provide the City with a leasing and
marketing plan to search for an appropriate Retail and Restaurant Space replacement tenant, or
initial tenant, as applicable, for up to six (6) months after delivery of the Notice of Vacancy to
the City. The City shall have the right to request as frequently as determined by the City, and the
Developer shall be obligated to provide within five (5) business Days of such City request, a
status report on the Developer’s efforts to locate potential tenants; and
(iii) If such a Retail and Restaurant Space replacement or initial
tenant has not been located and a lease executed with that tenant prior to expiration of that six (6)
month period notwithstanding Developer’s commercially reasonable efforts to locate such a
tenant, then the Developer shall be permitted to lease that space to any tenant without restriction
by this provision, and, upon any subsequent vacancy of that space, no further or additional six
(6) month waiting period shall apply and there shall be no further restriction upon the use of that
space under this Paragraph (b).
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(c) General Restrictions; Expiration of Restrictions. Without
limitation of the restrictions set forth above in this Section 501.1, Developer further agrees to use
commercially reasonable efforts throughout the Restriction Period to maximize the number of
retail tenants and minimize the number of restaurant tenants within the ground floor Retail and
Restaurant Space. Developer further agrees that, unless the City otherwise agrees, throughout
the Restriction Period, at least one restaurant is to be located on the second floor of the Parcel B
Improvements adjacent to the Elevated Plaza area and shall provide outdoor dining that faces the
Town Plaza/Elevated Plaza area of the Improvements. Following the expiration of the
Restriction Period, all restrictions and requirements imposed under this Section 501.1 shall
terminate, and there shall be no further restrictions upon the leasing of the Retail and Restaurant
Space of the Parcel B Improvements under this Section 501.1.
The City shall have no responsibility or liability whatsoever in
connection with the use and operation of the Retail and Restaurant Space, including without
limitation as a result of the requirements set forth in this Section 501.1 or otherwise, including,
without limitation, any payments to any Retail and Restaurant Tenant for lease termination,
including, without limitation, any payment for lost rent, replacement tenant improvements
allowances, broker fees, or any other similar amounts.
501.2 Public Space
The following areas of Public Space on the Developer Parcel as part of the Parcel
B Improvements shall be available for use by the public and the City, as applicable, in
accordance with the terms set forth herein and in the Reciprocal Easement Agreement: (i) the
Elevated Plaza, Grand Stairs, and Public Restrooms shall be available for use by the public and
the City, and (ii) the Storage Room shall be available for use by the City, and subject to the
following requirements:
(a) Elevated Plaza and Grand Stairs.
(i) The City shall have access to and use of the Elevated Plaza
and Grand Stairs including, without limitation, the amphitheater seating and stage, for City
sponsored events (“City Events”) in accordance with and at the times provided by a calendar of
events (“Annual Calendar”) which shall be developed and approved by the City and Developer
upon an annual basis for each calendar year, or portion thereof, following the Completion of the
Parcel B Improvements. The Annual Calendar shall also identify programs to be hosted by the
Developer in the Elevated Plaza and Grand Stairs at the Developer’s expense, without any cost to
the City and at which the general public shall be invited to attend.
(ii) The Developer shall maintain the Elevated Plaza and Grand
Stairs at all times in good working condition at the Developer’s expense, without any cost to the
City; provided, that City shall be required to reimburse Developer for all maintenance costs and
expenses or any repair or replacement costs incurred as a result of or arising from any City
Events and not otherwise attributable to the acts or omissions of the Developer. Prior to the
conduct of any City Events and as a condition thereto, the City or the designated independent
producer, conductor, promoter, or organizer of the City Event shall provide to the Developer
evidence of liability insurance in form and amount and from an insurer reasonably acceptable to
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Developer and naming Developer as an additional insured (the City’s self insurance shall satisfy
this requirement if insurance is provided by the City), and the City or such independent producer,
conductor, promoter or organizer of the City Event, at the City’s election, shall provide
Developer with a waiver and indemnity upon a standard form to be created by the City and
Developer, which shall contain an exception for such claims or actions caused by, that result
from, or created by the negligence of the Developer. The City and Developer shall also
coordinate any security measures which are reasonably required or appropriate for any City
Event; provided that any incremental cost resulting from those measures shall be paid by the City
or the independent producer, conductor, promoter or organizer of the City Event.
(iii) During the City Events, the City and Developer shall
coordinate City use and control of the lighting system, water features and stage in the Elevated
Plaza and Grand Stairs for each such event.
(iv) The City agrees to preserve, to the extent reasonably
feasible, the use of any existing outdoor dining area in the Elevated Plaza when using the space
for the City Events and to coordinate such City Events so that they do not unreasonably interfere
with the operation of the Parcel B Improvements.
(v) The Developer agrees and acknowledges that the primary
purpose of the Elevated Plaza and Grand Stairs is to be open and available to the public for use
by the public during regular business hours in connection with the operation, use and enjoyment
of the Parcel B Improvements. Therefore, during those hours the Developer shall keep open and
available to the public for use by the public the Elevated Plaza and the Grand Stairs, except
during exclusive use events held on the Elevated Plaza and Grand Stairs. Nothing herein shall be
construed or understood to grant an easement to members of the public over the Elevated Plaza
or Grand Stairs and the rights of public use shall be limited to the express provisions for access
set forth in this Agreement and the Reciprocal Easement Agreement.
(vi) The Developer shall maintain the Elevated Plaza and Grand
Stairs at all times in good working condition at the Developer’s expense, without any cost to the
City, except as expressly provided herein.
(b) Public Restrooms.
(i) The Developer shall maintain the Public Restrooms at all
times in good working condition at the Developer’s expense, without any cost to the City;
provided that the City shall be responsible for all routine maintenance and repair or replacement
costs incurred or necessitated as a result of or arising from the conduct of any City Events and
not otherwise attributable to the acts or omissions of the Developer.
(ii) The Developer shall keep open and available to the public
for use by the public the Public Restrooms during normal business hours of the retail component
of the Parcel B Improvements and during the City Events held within the Elevated Plaza and/or
Grand Stairs. Except as provided in the previous sentence, all hours of operation of the Public
Restrooms shall be in the Developer’s control.
(c) Storage Room.
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(i) The Developer shall maintain the exterior and all structural
components of the Storage Room at all times in good working condition at the Developer’s
expense, without any cost to the City. The City shall reimburse Developer for operating costs of
the Storage Room and all routine maintenance and repair of the Storage Room. The City shall
either repair or replace, or reimburse Developer for the repair or replacement, of any damage to
the Storage Room or any finishes therein caused by the use of the Storage Room by the City or
any of its Representatives and not otherwise attributable to the acts or omissions of the
Developer.
(ii) The City shall have unrestricted access to the Storage
Room and unrestricted permission to store the Town Plaza event staging, chairs, lighting systems
and related equipment for the City’s use. The Developer shall provide the City a key allowing
City unrestricted access to the Storage Room.
501.3 Public Parking Improvements, Parcel B Improvements and Town
Plaza Expansion Improvements
The Parties reasonably agree to incorporate into a mutually agreeable Reciprocal
Easement Agreement certain use covenants and restrictions applicable to the Developer Parcel
and the City Parcel in connection with (i) all reasonably necessary and/or appropriate ancillary
easements for pedestrian and vehicular access to and from the public streets and driveways and
the City Parcel and the Developer Parcel and otherwise as required for the operation, repair and
maintenance of the Parcel B Improvements, the Public Parking Improvements, and the Town
Plaza Expansion Improvements, and (ii) the Public Space designated on the Developer Parcel as
part of the Parcel B Improvements intended for use by the public and the City in accordance with
the terms set forth above, and referenced therein as the Elevated Plaza, the Grand Stairs, and the
Public Restrooms, and for use by the City of the Storage Room.
502. Covenants Regarding Maintenance
Subject to allocation of costs between the Developer and the City pursuant to the
Reciprocal Easement Agreement in connection with the Parking Improvements, Developer shall
maintain the Developer Parcel and all Parcel B Improvements thereon and all Public Parking
Improvements (to the extent the Developer and City agree that the Developer shall maintain all
Public Parking Improvements as set forth in the Reciprocal Easement Agreement or other
agreement approved by the Parties) (not including the Town Plaza Expansion Improvements
which will be maintained by the City), including lighting and signage, in good condition, free of
debris, waste and graffiti, and in compliance with the terms of the Redevelopment Plan, all
applicable provisions of the Culver City Municipal Code, and all applicable policies, rules and
regulations approved by the City. Developer shall maintain the Parcel B Improvements, the
Public Parking Improvements, and landscaping on the Developer Parcel and within Public
Parking Improvements in accordance with the “Maintenance Standards,” as hereinafter defined.
Such Maintenance Standards shall apply to all buildings, open areas, signage, lighting,
landscaping, irrigation of landscaping, architectural elements identifying the Developer Parcel,
the Public Parking Improvements and any and all other common area of the Parcel B
Improvements and the Public Parking Improvements on the Site. To accomplish the
maintenance, Developer shall contract with and hire licensed and qualified personnel to perform
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the maintenance work, including the provision of labor, equipment, materials, support facilities,
and any and all other items necessary to comply with the requirements of this Agreement.
Developer and its maintenance staff, contractors or subcontractors shall covenant
to comply with the following standards (“Maintenance Standards”):
(a) The Developer Parcel and Public Parking Improvements shall be
maintained in conformance and in compliance with the approved building permit drawings, and
reasonable maintenance standards for similar, neighboring structures, including but not limited to
painting and cleaning of all exterior surfaces and other exterior facades comprising all private
improvements and public improvements to the curbline. The Developer Parcel and Public
Parking Improvements shall be maintained in good condition and in accordance with the custom
and practice generally applicable to comparable developments.
(b) Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning;
trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road
conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials;
control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking
for support of trees.
(c) Clean up maintenance shall include, but not be limited to:
maintenance of all sidewalks, paths and other paved areas in clean and weed free condition;
maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or
unsightly; removal of all trash, litter and other debris from improvements and landscaping prior
to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which
the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other
debris are properly disposed of by maintenance workers.
The City agrees to notify Developer in writing if the condition of the Developer
Parcel and Public Parking Improvements does not meet with the Maintenance Standards
specified herein and to specify the deficiencies and the actions required to be taken by Developer
to cure the deficiencies. Upon notification of any maintenance deficiency, Developer shall have
thirty (30) Days within which to correct, remedy or cure the deficiency, unless such deficiency
cannot be reasonably corrected, remedied or cured within such period, in which case, such period
shall be extended for such time as is necessary to accomplish the same provided that Developer
is diligently pursuing such correction, remedy or cure. If the written notification states the
problem is urgent relating to an imminent risk to public health and safety of the City, then
Developer shall have forty-eight (48) hours to commence curing the problem. In the event
Developer does not maintain the Site in the manner set forth herein and in accordance with the
Maintenance Standards specified herein, the City shall have, in addition to any other rights and
remedies hereunder, the right to maintain the Developer Parcel and Public Parking
Improvements, or to contract for the correction of such deficiencies, after written notice to
Developer, and Developer shall be responsible for the payment of all such out of pocket third
party costs incurred by the City.
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503. Covenants Regarding Redevelopment Plan, Nondiscrimination
Developer covenants and agrees for itself, its successors, its assigns, and every
successor in interest to the Developer Parcel or any part thereof, that the use of the Developer
Parcel by Developer, and its successors and assignees, shall be limited to the uses specified in the
Redevelopment Plan, the Reciprocal Easement Agreement, and this Agreement for the periods of
time specified therein. The foregoing covenants shall run with the land.
Developer covenants by and for itself and any successors in interest that there
shall be no discrimination against or segregation of any person or group of persons on account of
race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Developer Parcel or any part
thereof, including without limitation the Retail and Restaurant Space and the office space of the
Project, nor shall Developer itself or any person claiming under or through them establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the Developer Parcel. The foregoing covenants shall run with the land.
Developer shall refrain from restricting the rental, sale or lease of the Developer
Parcel or any part thereof on the basis of race, color, religion, sex, marital status, ancestry or
national origin of any person. All such deeds, leases or contracts shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds. “The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation of, any person or group
of persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land
herein conveyed, nor shall the grantee or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The foregoing covenants shall run with the land.”
(b) In leases: “The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or
through him or her, and this lease is made and accepted upon and subject to the following
conditions:
That there shall be no discrimination against or segregation of any person
or group of persons, on account of race, color, creed, religion, sex, marital status, national origin,
or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use, or occupancy of tenants,
lessees, sublessees, subtenants, or vendees in the premises herein leased.”
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(c) In contracts: “There shall be no discrimination against or
segregation of, any person, or group of persons on account of race, color, creed, religion, sex,
marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person
claiming under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees or vendees of the premises.”
504. Effect of Violation of this Section
The City is the beneficiary of the terms and provisions of this Agreement and of
the covenants running with the land, for and in its own right and for the purposes of protecting
the interests of the community and other parties, public or private, in whose favor and for whose
benefit this Agreement and the covenants running with the land have been provided, without
regard to whether the City has been, remains or is an owner of any land or interest therein in the
Site or in the Project. The City shall have the right, if this Agreement or any covenants herein
are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in
equity or other proper proceedings to enforce the curing of such breaches to which it or any other
beneficiaries of this Agreement and any covenants may be entitled. The covenants contained in
this Section shall remain in effect as follows:
(a) The covenants pertaining to the Retail and Restaurant Space as set
forth in Section 501.1, shall remain in effect until the date that is seventh (7
th
) anniversary of the
City’s recordation of the Release of Construction Covenants for the Parcel B Improvements.
(b) The covenants pertaining to the Public Space as set forth in Section
501.2, shall remain in effect so long as the Project remains on the Site.
(c) The covenants pertaining to the Public Parking Improvements, the
Parcel B Improvements, and the Town Plaza Expansion Improvements as set forth in Section
501.3, shall remain in effect in accordance with the terms of the Reciprocal Easement
Agreement.
(d) The covenants pertaining to maintenance of the Developer Parcel
and all Parcel B Improvements and Public Parking Improvements thereon, as set forth in Section
502, shall remain in effect so long as the Project remains on the Developer Parcel and as
otherwise provided in accordance with the terms of the Reciprocal Easement Agreement.
(e) The covenants against discrimination, as set forth in Section 503,
shall remain in effect in perpetuity.
600. RIGHT OF FIRST OFFER
601. Right of First Offer for City to Purchase Developer Parcel
If the Developer desires to sell the Developer parcel, or any portion thereof, to a
third party for consideration, the Developer shall first comply with the procedures set forth in
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this Section 600. Nothing in this Section 600 shall relieve the developer from its obligation to
comply with Section 206 hereof.
601.1 Offering Notice
If at any time prior to the date which is five (5) years from the Effective Date of
this Agreement, the Developer desires to sell its fee interest in the Developer Parcel, or any
portion thereof, to a third party for consideration, the Developer, for itself and its successors and
assigns, covenants and agrees that it shall, before pursuing such sale provide written notice
(“Offering Notice”) to the City of such intent.
601.2 Right of First Offer
The City shall provide the Developer a written notice (“Reply Notice”) within
thirty (30) Days of the date of receipt of an Offering Notice from the Developer of the terms
which have been authorized by the City Council for purchase of the Developer Parcel or any
portion thereof, and upon which the City would be willing to proceed with purchase of the
Developer Parcel, or such portion thereof. If the Developer and City staff, each acting in their
sole discretion, reach tentative agreement upon the terms, conditions and form of the purchase
and sale agreement within sixty (60) Days after delivery of the Offering Notice, City staff shall
undertake such actions as are necessary to bring the purchase and sale agreement to the City
Council for consideration within thirty (30) Days of reaching such tentative agreement. Nothing
herein shall be deemed a pre-commitment on behalf of either the City or the Developer to reach
agreement on the terms and conditions of the purchase and sale agreement or a representation
that the City’s governing board will approve the purchase and sale agreement. Without limiting
the generality of the foregoing, the Developer acknowledges that the City’s governing board’s
approval of the purchase and sale agreement will be subject to those public hearings and notices
as may be required by law.
601.3 Right of Developer to Proceed
If the City does not provide a Reply Notice to the Developer within thirty (30)
Days of the receipt of the Offering Notice, or if the City provides such Reply Notice but the
Developer and City staff are unable after good faith negotiations to agree upon the terms,
conditions and form of the purchase and sale agreement within sixty (60) Days after delivery of
the Offering Notice, or if the City’s governing board does not timely approve any purchase and
sale agreement presented for its consideration, Developer shall be free to thereafter enter into a
transaction for sale of the Developer Parcel, or such portion thereof, to a third party; provided
that, if the City did timely deliver a Reply Notice to Developer: (i) the transaction with such third
party proceeds upon terms and conditions which, in their totality, are not materially less
favorable to the Developer than those set forth in the later of (A) the last written offer, if any,
from the City or (B) the last form of the purchase and sale agreement (if any) which the City
proposed prior to the expiration of the sixty (60) Day negotiating period described above (with
respect to the purchase price, the Parties acknowledge that materially shall mean a purchase price
that is more than twenty percent (20%) less than the City proposed price identified above); and
(ii) the transaction with such third party is entered into within one (1) year after the expiration of
the sixty (60) Day negotiating period described above or the failure of the City Council to
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approve any agreement submitted for its approval, whichever is later. If the City timely delivers
the Reply Notice and the transaction with such third party is not entered into within such one (1)
year period, or if the City timely delivers the Reply Notice and the proposed subsequent
transaction would be concluded on terms and conditions materially less favorable to the
Developer than those set forth in the last written offer from the City or the last form of the
purchase and sale agreement (if any) which the City proposed prior to the expiration of the sixty
(60) Day negotiating period, as applicable, then, in such event, the Developer shall not thereafter
enter into an agreement for sale of the Developer Parcel, or portion thereof, to a third party
without first giving the City another right of first offer in accordance with the provisions of this
Section 600.
601.4 Expiration of Right of First Offer
The City’s rights under this Section 600 shall survive with respect to the
Developer Parcel, or any portion thereof, until the earlier of: (i) the fifth (5
th
) anniversary of the
Effective Date of this Agreement, (ii) upon the conclusion of a transaction between the
Developer and a third party transferee following Developer’s compliance with the applicable
requirements of this Section 600 for the Developer Parcel, or such portion thereof, (iii) upon the
City’s failure to timely deliver a Reply Notice following receipt of the Developer’s Offering
Notice as to the Developer Parcel, or such portion thereof, (iv) upon a failure of the City Council
to approve any purchase agreement submitted by City staff to the City Council for approval
following delivery of the City’s Reply Notice, or, if such purchase agreement is approved by the
City Council, upon a failure of the City to close upon the purchase of the Developer Parcel, or
portion thereof, pursuant to that purchase agreement as a result of any act or omission of the
City, or any party acting on its behalf or at its direction, in connection with the Developer Parcel,
or such portion thereof, or (v) upon a foreclosure or deed in lieu of foreclosure of the Developer
Parcel, or a portion thereof, resulting from a default under any financing for the Project or a
portion thereof (and such lender’s exercise of its rights and remedies upon a default with respect
to such financing shall not be limited in any way by the City right of first offer set forth herein).
For purposes of clarity, notwithstanding a sale of one or more portions of the Developer Parcel to
a third party following compliance with the provisions of the Section 600 with respect to such
sale(s), the City’s right of first offer provided for in this Section 600 shall continue to apply to all
remaining portions of the Developer Parcel after any such portion(s) of the Developer Parcel is
(are) sold, and the City’s rights under this Section 600 do not expire or terminate as to any
portion of the Developer Parcel as to which the Developer retains fee title until the provisions of
this Section 600 are complied with by the Developer with respect to such portion of the
Developer Parcel and until such right expires or terminates by the provisions of subsections
601.4(i)-(v) above with respect to such portion of the Developer Parcel. For purposes of clarity
and without thereby implying any expansion of the scope of the City right of first offer and not
as a limitation of the rights and obligations of the Parties set forth in Section 206, the right of
first offer set forth in this Section shall not, in any event, (i) apply to a Transfer between
Developer and an Affiliate of Developer, but, in that event, such Affiliate shall remain subject
hereto with respect to any proposed subsequent third party sale of the Developer Parcel, or any
portion thereof, by such Affiliate, or (ii) to any Transfer between the members of the Developer,
including any such transfer pursuant to a buy-sell provision or other like provision in the
operating agreement of the Developer as approved by the City. In any event, the right of first
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offer herein is personal to the City and, in no event, shall the City have the right to assign or
otherwise transfer that right to any other person or entity.
602. Memorandum of Right of First Offer
Developer and the City agree to cause a Memorandum of Right of First Offer to
be recorded against the Developer Parcel to include specific reference to the foregoing Right of
First Offer. The terms of this Section 600 shall survive any termination of this Agreement.
700. DEFAULTS, REMEDIES AND TERMINATION
701. Defaults - General
Subject to the extensions of time set forth in Section 806, failure or delay by either
Party to perform any term or provision of this Agreement constitutes a “Default” under this
Agreement.
In addition, each of the following shall constitute a Default of Developer or, with
respect to item (a), City hereunder, as applicable:
(a) Developer or City fails to comply with any material provision
contained in the City Documents; or
(b) The occurrence of any default under any of the Construction Loan
documents or other loan documents secured by an interest in the Developer Parcel or under any
other documents entered into by the Developer pursuant to this Agreement prior to the
completion of construction following the expiration of any applicable notice or cure period set
forth therein; or
(c) Construction of the Improvements is abandoned, or, subject to the
provisions of Section 806, the Improvements are not completed within the time provided in the
Schedule of Performance; or
(d) Following commencement of construction of the Improvements,
construction of the Improvements is halted prior to completion for a period of forty-five (45)
consecutive Days for any cause which is not described in Section 806; or
(e) Developer (i) is unable to pay its respective debts as they become
due, or files of a petition in bankruptcy (or otherwise commences bankruptcy or a similar
proceeding), or (ii) has filed by or against it (or, with respect to Developer, any other guarantor
of Developer and a comparable replacement guarantor is not provided), under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect, a petition in bankruptcy or other
commencement of a bankruptcy or similar proceeding and such petition or proceeding is not
dismissed within ninety (90) Days after filing.
Prior to exercising any right or remedy because of a Default and as a condition
thereto, the injured Party shall give written Notice of Default to the Party in default, specifying
the default complained of by the injured Party. Except as required to protect against further
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damages, and except as otherwise expressly provided in this Agreement, the injured Party may
not institute proceedings against the Party in default until the expiration of the cure period
provided herein with respect to such Default. Failure or delay in giving such notice shall not
constitute a waiver of any Default, nor shall it change the time of Default.
If the Default is not cured or commenced to be cured and thereafter diligently
pursued to completion by the defaulting Party within thirty (30) Days after service of the Notice
of Default, such failure shall constitute an “Event of Default” under this Agreement and the
defaulting Party will be liable to the other Party for any damages, subject to the limitations set
forth in Section 708, caused by the Default and other relief as is afforded by applicable
Governmental Requirements.
This Agreement may be terminated by the nondefaulting Party upon an Event of
Default and, in addition, the nondefaulting Party may exercise any other rights and remedies to
which it may be entitled under the law.
702. Institution of Legal Actions
In addition to any other rights or remedies, either Party may institute legal action
to cure, correct or remedy any Default, or to recover damages, subject to the limitations set forth
in Section 708, for any Event of Default, or to obtain any other legal equitable remedy consistent
with the purpose of this Agreement. To the extent permitted by law, such legal actions must be
instituted in the Superior Court of the County of Los Angeles, State of California, or in the
Federal District Court in the Central District of California.
703. Termination by Developer Prior to Closing
In the event that Developer is not in Default and prior to the Closing:
(a) The City does not (or demonstrably cannot) deliver title to any
portion of the Developer Parcel pursuant to the Grant Deed in the manner and condition set forth
herein on or before the Outside Closing Date without the fault of Developer, or
(b) The City commits an Event of Default which is not cured within
the time provided under this Agreement; or
(c) The Developer exercises its right to terminate this Agreement
pursuant to and in accordance with the terms and conditions set forth in Section 324; or
(d) One or more of Developer’s Conditions Precedent to Closing is not
satisfied on or before the Outside Closing Date;
then this Agreement may, at Developer’s option, be terminated by Notice to the
City. From the date of the Notice of termination of this Agreement by Developer to the City and
thereafter, this Agreement shall be deemed terminated and there shall be no further rights or
obligations between the Parties, except that the obligations and rights of the Parties under this
Agreement that expressly continue after termination of this Agreement shall continue in effect.
Upon such termination by Developer, all monies or documents deposited by any Party into
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Escrow shall be returned to the Party making such deposit. If this Agreement is terminated due
to Default of the City, the City shall pay all escrow cancellation costs. If this Agreement is
terminated for any other reason, the Parties shall each pay one-half of the escrow cancellation
costs. In the event of a termination as a result of a City Event of Default, Developer shall have
remedies provided by applicable law, subject to the limitations on damages set forth in Section
708.
704. Termination by City
704.1 Termination Prior to Closing
In the event that the City is not in Default and prior to the Closing:
(a) Developer commits an Event of Default which is not cured within
the time provided under this Agreement; or
(b) One or more of the City’s Conditions Precedent to Closing is not
satisfied on or before the Outside Closing Date; or
(c) Developer does not accept title to the Developer Parcel or any
portion thereof pursuant to the Grant Deed in the manner and condition set forth in this
Agreement on or before the Outside Closing Date;
then this Agreement may, at the City’s option, be terminated by Notice to
Developer. From the date of the Notice of termination of this Agreement by the City to
Developer and thereafter, this Agreement shall be deemed terminated and there shall be no
further rights or obligations between the Parties, except that the obligations and rights of the
Parties under this Agreement that expressly continue after termination of this Agreement shall
continue in effect. Upon such termination by the City, all monies or documents deposited by any
Party into Escrow shall be returned to the Party making such deposit, unless the City is entitled
to the Deposit as provided for in Section 301.2. If the Agreement is terminated due to an Event
of Default of Developer, Developer shall pay all escrow cancellation costs. If this Agreement is
terminated for any other reason, the Parties shall each pay one-half of the escrow cancellation
costs. In the event of a termination as a result of a Developer Event of Default, the City shall
have remedies provided by applicable law, subject to the limitations on damages set forth in
Section 708.
704.2 Termination After Closing
After the Close of Escrow but before Completion of the Project, the City shall
have the additional right to terminate this Agreement, in the event any of the following defaults
shall occur:
(a) Developer fails to commence construction of the Project as
required by this Agreement for a period of ninety (90) Days after written notice from the City,
provided that the Developer shall not have obtained an extension or postponement to which the
Developer may be entitled pursuant to Section 806 hereof; or
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(b) Developer abandons or substantially suspends construction of the
Project for a period of ninety (90) Days after written notice has been given by the City to the
Developer, provided the Developer has not obtained an extension or postponement to which the
Developer may be entitled to pursuant to Section 806 hereof; or
(c) Developer commits a Transfer not expressly permitted under this
Agreement or approved in advance in writing by the City; or
(d) Developer otherwise materially breaches this Agreement, and such
breach is not cured within the time provided in this Agreement.
then this Agreement may, at the City’s option, be terminated by Notice to
Developer. From the date of the Notice of termination of this Agreement by the City to
Developer and thereafter, this Agreement shall be deemed terminated and there shall be no
further rights or obligations between the Parties, except that the obligations and rights of the
Parties under this Agreement that expressly continue after termination of this Agreement shall
continue in effect. In the event of a termination as a result of a Developer Event of Default, the
City shall have remedies provided by applicable law, subject to the limitations on damages set
forth in Section 708.
The rights established in this Section 704.2 shall not apply to any part of the
Project with respect to which the City has issued a Release of Construction Covenants or Partial
Release of Construction Covenants.
In the event the City terminates this Agreement pursuant to this Section 704.2, the
City shall retain its rights under Section 712, notwithstanding the termination of this Agreement.
705. Applicable Law
The laws of the State of California shall govern the interpretation and
enforcement of this Agreement.
706. Acceptance of Service of Process
If any legal action is commenced by the Developer against the City, service of
process on the City shall be made by personal service upon the City Manager or in such other
manner as may be provided by law.
If any legal action is commenced by the City against the Developer, service of
process on the Developer shall be made by personal service upon an officer or member of the
Developer or in such other manner as may be provided by law, and shall be valid whether made
within or without the State of California.
707. Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this Agreement, the rights and remedies of
the Parties are cumulative, and the exercise by either Party of one or more of such rights or
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remedies shall not preclude the exercise by it, at the same time or different times, of any other
rights or remedies for the same default or any other default by the other Party.
708. Damages
If either the Developer or the City defaults with regard to any of the provisions of this
Agreement, the non-defaulting Party shall serve written Notice of such Default upon the
defaulting Party. If the Default is not cured within the cure period provided in this Agreement,
then the defaulting Party shall be liable to the other party for any damages caused by such
Default. Neither Party, however, shall have any right to indirect or consequential or punitive
damages against the other, and each Party hereby waives the right to claim the same against the
other.
709. Specific Performance
If either the Developer or the City defaults under any of the provisions of this
Agreement, the non-defaulting Party shall serve written Notice of such Default upon the
defaulting Party. If the Default is not cured within the cure period provided in this Agreement,
then the non-defaulting Party at its option may institute an action for specific performance of the
terms of this Agreement.
The rights established in this Section are not intended to be exclusive of any other
right, power or remedy, but each and every such right, power, and remedy shall be cumulative
and concurrent and shall be in addition to any other right, power and remedy authorized herein or
now or hereafter existing at law or in equity.
710. Inaction Not a Waiver of Default
Any failures or delays by either Party in asserting any of its rights and remedies as
to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or
deprive either such Party of its right to institute and maintain any actions or proceedings which it
may deem necessary to protect, assert or enforce any such rights or remedies at any time
711. Attorneys’ Fees
In any action between the Parties to interpret, enforce, reform, modify, rescind or
otherwise in connection with any of the terms or provisions of this Agreement, the prevailing
Party in the action or other proceeding shall be entitled, in addition to damages, injunctive relief
or any other relief to which it might be entitled, reasonable costs and expenses including, without
limitation, litigation costs, expert witness fees and reasonable attorneys’ fees and costs.
As used in this Agreement, the terms “attorneys’ fees” or “attorneys’ fees and
costs” means the reasonable fees and expenses of counsel to the Parties hereto (including,
without limitation, in-house or other counsel employed by the City or Developer) which may
include printing, duplicating and other expenses, air freight charges, and fees billed for law
clerks, paralegals and others not admitted to the bar but performing services under the
supervision of an attorney. The terms “attorneys’ fees” or “attorneys’ fees and costs” shall also
include, without limitation, all such fees and expenses incurred with respect to enforcement of
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judgments, appeals, arbitrations and bankruptcy proceedings, and whether or not any action or
proceeding is brought with respect to the matter for which said fees and expenses were incurred.
712. Right of Reverter
The City shall have the additional right, at its option, to re-enter and take
possession of all portions of the Developer Parcel conveyed to the Developer pursuant to this
Agreement, with all improvements thereon, and revest in the City the estate theretofore conveyed
to the Developer if, after Conveyance of title and prior to recordation of the Release of
Construction Covenants for such portions of the Developer Parcel, the Developer (or its
successors in interest):
(a) Fails to proceed with construction of the Improvements as required by this
Agreement for a period of ninety (90) Days after written notice from the City, provided that the
Developer shall not have obtained an extension or postponement to which the Developer may be
entitled pursuant to Section 806 hereof; or
(b) Abandons or substantially suspends construction of the Improvements for
a period of ninety (90) Days after written notice has been given by the City to the Developer,
provided the Developer has not obtained an extension or postponement to which the Developer
may be entitled to pursuant to Section 806 hereof; or
(c) Commits a Transfer not expressly permitted under this Agreement or
approved in advance in writing by the City; or
(d) Otherwise materially breaches this Agreement, and such breach is not
cured within the time provided in this Agreement.
Such right to repurchase, re-enter and repossess shall be subject to and be limited
by and shall not defeat, render invalid, or limit:
(i) Any mortgage, deed or trust or other security instrument permitted
by this Agreement.
(ii) Any rights or interests provided in this Agreement for the
protection of the holder of such mortgages, deeds of trust or other security instruments.
The Grant Deed shall contain appropriate reference and provision to give effect to
the City’s rights as set forth in this Section 712, subject to the foregoing provisions.
Upon issuance of a Release of Construction Covenants for the Parcel B
Improvements to be constructed on any applicable portion of the Developer Parcel, the City’s
right to reenter, terminate and revest as to such portion of the Developer Parcel shall terminate,
and the City shall only be entitled to reenter, terminate and revest with respect to the other
parcels within the Developer Parcel for which no Release of Construction Covenants has been
issued.
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Upon the revesting in the City of title to the Developer Parcel as provided in this
Section 712, the City shall, pursuant to its responsibilities under State law, use its best efforts to
resell the Developer Parcel or part thereof as soon and in such manner as the City shall find
feasible and consistent with the objectives of such law and of the Redevelopment Plan and in
furtherance of municipal and other public purposes to a qualified and responsible party or parties
(as determined by the City in its sole discretion), who will assume the obligation of making or
completing the Improvements, or such improvements in their stead as shall be satisfactory to the
City and in accordance with the uses specified for such Developer Parcel or part thereof in the
Redevelopment Plan. Upon such resale of the Developer Parcel, the proceeds thereof shall be
applied:
(x) First, to reimburse the City on its own behalf and on behalf of the
Agency for all reasonable and necessary costs and expenses incurred by the City in connection
with reentering, terminating and revesting and resale of all such portions of the Developer Parcel,
including but not limited to, salaries of personnel employed or utilized in connection with the
recapture, management and resale of the Developer Parcel or part thereof (but less any income
derived by the City from the Developer Parcel or part thereof in connection with such
management); all taxes, assessments and water and sewer charges with respect to the Developer
Parcel or part thereof (or, in the event the Developer Parcel is exempt from taxation or
assessment of such charges during the period of ownership, such taxes, assessments or charges
(as determined by the City assessing official) as would have been payable if the Developer
Parcel were not so exempt); any payments made or necessary to be made to discharge or to
prevent from attaching or being made any encumbrances or liens due to obligations, defaults or
acts of the Developer, its successors or transferees; any expenditures made or obligations
incurred with respect to the making or completion of the improvements or any part thereof on the
Developer Parcel or part thereof; and any amounts otherwise owing the City by the Developer
and its successor or transferee; and
(y) Second, to reimburse the Developer, its successor or transferee up
to the amount equal to (1) the sum of the Final Purchase Price Payment (as described in Section
301.3) paid to the City by the Developer for the Developer Parcel; (2) the costs incurred for the
development of the Developer Parcel and for the improvements existing on the Developer Parcel
at the time of the re-entry and repossession, less (3) any gains or income withdrawn or made by
the Developer from the Developer Parcel or the improvements thereon; and
(z) Finally, any balance remaining after such reimbursements shall be
retained by the City as its sole property.
To the extent that the rights established in this Section involves a forfeiture, the
rights of the City hereunder must be strictly interpreted against the City, the Party for whose
benefit the right of reverter is created. The right of reverter and other rights established in this
Section are to be interpreted in light of the fact that the City will convey the Developer Parcel to
the Developer for development of the Project as set forth herein and not for speculation, and the
fact that such right is expressly authorized by California Health and Safety Code Section 33438.
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713. Special Limited Obligation; No General Fund Liability
Developer acknowledges and agrees that to the extent that the City has any
financial obligation to the Developer pursuant to this Agreement and the ancillary agreements
and documents, such financial obligation is and shall be a special limited obligation, payable
solely from payments made to the City by the Agency, and is not and shall not be a pledge of or
obligation payable through the City’s general fund or any other funds of the City. Accordingly,
nothing in this Agreement or any ancillary agreements or documents shall require or be deemed
to require the City to expend or commit to expend monies from its general fund to satisfy any of
the obligations set forth in this Agreement or any ancillary agreement or document. In the event
the City does not have the funds to fulfill any financial obligation under this Agreement or any
ancillary agreement or document, it shall not be considered a default or an Event of Default
under this Agreement or under such ancillary agreement or document.
800. GENERAL PROVISIONS
801. Notices, Demands and Communications Between the Parties
Unless otherwise specified in this Agreement, it shall be sufficient service or
giving of any notice, request, certificate, demand or other communication if the same is sent by
(and all notices required to be given by mail will be given by) first-class registered or certified
mail, postage prepaid, return receipt requested, or by private courier service which provides
evidence of delivery. Unless a different address is given by any Party as provided in this
Section, all such communications will be addressed as follows:
To City: The City of Culver City
Attn: Sol Blumenfeld, Community Developer Director
9770 Culver Boulevard
Culver City, California 90232-0507
Copy to: The City of Culver City
Attn: Carol Schwab, City Attorney
9770 Culver Boulevard
Culver City, California 90232-0507
Copy to: Kane, Ballmer & Berkman
Attn: Murray O. Kane, Esq.
515 S. Figueroa Street; Suite 1850
Los Angeles, California 90071
To Developer: Combined/Hudson 9300 Culver, LLC
c/o Combined Properties, Incorporated
Attn: Marianne Lowenthal,
Executive Vice President, Development & Acquisitions
9320 Wilshire Boulevard; Suite 310
Beverly Hills, California 90212
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Copy to: Combined/Hudson 9300 Culver, LLC
c/o Hudson Pacific Properties. Inc.
Attn: Victor J. Coleman,
Chairman and Chief Executive Officer
11601 Wilshire Boulevard; Suite 1600
Los Angeles, California 90025
Copy to: Mckenna Long and Aldridge
300 S. Grand Ave. Ste 1400
Los Angeles, California 90071
Attn: Dennis Roy, Esq.
Any Notice shall be deemed received as of the date of courier service delivery or
shall be deemed received on the third day from the date it is postmarked if delivered by
registered or certified mail.
802. Intentionally Omitted
803. Conflicts of Interest
No member, official or employee of the City shall have any direct or indirect
interest in this Agreement, nor shall such member, official or employee participate in any
decision relating to the Agreement which is prohibited by law.
804. Warranty Against Payment of Consideration for Agreement
The Developer warrants that it has not paid or given, and will not pay or give, any
third person any money or other consideration for obtaining this Agreement, other than normal
costs of conducting business and costs of professional services such as project managers,
architects, engineers, attorneys, and public relations consultants.
805. Nonliability of City Officials and Employees
No member, official or employee of the City shall be personally liable to the
Developer, or any successor in interest, in the event of any default or breach by the City or for
any amount which may become due to the Developer or successor or on any obligation under the
terms of this Agreement.
806. Enforced Delay; Extension of Times of Performance
Failure by either Party to perform shall not be deemed a default hereunder and
times for performance shall be extended as provided herein where delays are due to war;
insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the
public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation;
governmental restrictions or priority; litigation; unusually severe weather; inability to secure
necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party;
acts of failure to act of any public or governmental agency or entity (other than that acts or
failure to act of the City shall not excuse performance by the City); delays in the issuance of any
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governmental approvals or authorizations or similar causes beyond the control and without the
fault of the Party claiming an extension of time to perform (collectively, a “Force Majeure”
delay); provided, however, that the Party claiming the existence of a Force Majeure delay and an
extension of its obligation to perform shall notify the other Party in writing of the nature of the
matter causing the delay and such notice shall be provided to the other Party within sixty (60)
Days from the date of knowledge of the commencement of the cause of the delay.
Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure
delay unless and until the Party claiming such delay and interference with obligations hereunder
delivers written notice to the other Party within the time period stated above which notice shall
describe the event, its cause, when and how such Party obtained knowledge, the date the event
commenced, and the estimated delay resulting therefrom.
The lack of funding to complete the design and development of the Site shall not
in itself constitute grounds of Force Majeure delay pursuant to this Section 806. Developer
expressly assumes the risk of real estate market conditions, construction costs, interest rates, and
other similar general economic circumstances that may make funding and/or construction of the
Project difficult, more expensive, or infeasible, whether or not such events or causes are
foreseeable as of the date of this Agreement. Developer acknowledges and agrees that the
provisions of this Section 806 shall not operate to excuse Developer from prompt payment of
Purchase Price or other monies when due.
The extension of time to perform shall commence to run from the time of the
commencement of the cause and shall continue only for the period of the Force Majeure delay;
provided, however, in no event shall performance be excused pursuant to this Section 806 for
any Force Majeure delay for a cumulative period of more than eighteen (18) months. If said
Force Majeure delay extends for more than eighteen (18) months, then either Party may
terminate this Agreement upon fifteen (15) Days written notice to the other Party and upon such
termination all documents and funds deposited into Escrow shall be returned to the Party
depositing those funds or documents, subject to the provisions regarding the Deposit as set forth
in Section 301.2. Upon such termination, the obligations and rights of the Parties under this
Agreement that expressly continue after termination of this Agreement shall continue in effect.
Notwithstanding the foregoing, Developer shall be entitled to an extension of its
obligation to complete development of the Project on the Site for up to six (6) additional months
(for a total of up to twenty-four (24) consecutive months, but provided that any extension shall
only be for the period of the Force Majeure delay if the period of such delay is less than six (6)
months) if Developer demonstrates to the reasonable satisfaction of the City that solely as a
result of a Force Majeure event, conditions are such that no commercially reasonable person or
entity exercising timely and consistent commercially reasonable best efforts could obtain
financing or complete construction of the Project. Developer shall notify the City in writing of
its intention to seek such additional six (6) month period (including a description of the Force
Majeure event causing such conditions and Developer’s efforts to complete the development of
the Project in spite of such conditions) not later than thirty (30) Days prior to the expiration of
the eighteen (18) month period specified above. The City shall notify Developer of its approval
or disapproval of such additional six (6) month period within ten (10) Days of the receipt of
Developer’s notice.
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Times of performance under this Agreement may also be extended in writing by
mutual agreement of the City and the Developer.
807. Plans and Data
If this Agreement is terminated by Developer pursuant to Section 703, the City
shall have the right, but not the obligation, to purchase from Developer all plans, drawings,
studies and related documents concerning the Project within Developer’s possession and control,
without representation or warranty. The purchase price for all or any part of such materials shall
be the actual cost to the Developer, less any reimbursements or payments paid by the City, prior
to such termination, to the Developer or third party contractor for such Plans drawings, studies
and related documents concerning the Project. To the extent the City paid in full for any such
plans, drawings, studies and related documents concerning the Project, all such material shall be
considered the sole property of the City and the Developer shall promptly deliver all such
material to the City in Developer’s possession at no cost or expense to the City.
If this Agreement is terminated by the City pursuant to Section 704, then,
pursuant to the exercise of City’s rights under the Assignment of Plans, Reports and Data,
Developer shall deliver to the City any and all plans, drawings, studies and related documents
concerning the Project within Developer’s possession and control, without representation or
warranty and subject to all third party rights therein.
Upon delivery to the City pursuant to this Section, the City shall have the right to
use such materials as it deems necessary and appropriate to fulfill the purposes of this Agreement
without obligation to Developer but subject to all third party rights therein.
808. Approval by City and Developer
Approvals required of the Parties shall be given within the time set forth in the
Schedule of Performance or, if no time is given, within a reasonable time. Wherever this
Agreement requires the City or Developer to approve any contract, document, plan, proposal,
specification, drawing or other matter, such approval shall not be unreasonably withheld or
delayed. In the event that a Party declines to approve any contract, document, plan, proposal,
specification, drawing or other matter, such denial shall be in writing and shall include the
reasons for such denial. The Party considering the request for such approval shall use
commercially reasonable efforts to respond to such request for approval within thirty (30) Days
of receipt unless a different period for response is expressly provided herein.
809. Relationship Between City and Developer
The Parties agree that the Developer, in the performance of this Agreement, shall
act as and be an independent contracting party and shall not act in the capacity of an agent,
employee or partner of the City. It is hereby acknowledged that the relationship between the
City and the Developer is not that of a partnership or joint venture and that the City and the
Developer shall not be deemed or construed for any purpose to be the agent of the other.
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810. Real Estate Brokerage Commission
The City and Developer each represent and warrant to the other that no broker or
finder is entitled to any commission or finder’s fee in connection with this transaction as a result
of the actions of the representing Party, and each agrees to defend and hold harmless the other
from any claim to any such commission or fee resulting from any action or inaction on its part.
811. Computation of Time
The time in which any act is to be done under this Agreement is computed by
excluding the first day (such as the day escrow opens), and including the last day. If any act is to
be done by a particular time during a day, that time shall be Pacific Time Zone time.
812. Legal Advice
Each Party represents and warrants to the other the following: they have carefully
read this Agreement, and in signing this Agreement, they do so with full knowledge of any right
which they may have; they have received independent legal advice from their respective legal
counsel as to the matter set forth in this Agreement, or have knowingly chosen not to consult
legal counsel as to the matters set forth in this Agreement; and, they have freely signed this
Agreement without any reliance upon any agreement, promise, statement or representation by or
on behalf of the other Party, or their respective agents, employees, or attorneys, except as
specifically set forth in this Agreement, and without duress or coercion, whether economic or
otherwise.
813. Time of Essence
Time is expressly made of the essence with respect to the performance by the City
and the Developer of each and every obligation and condition of this Agreement.
814. Intentionally Omitted
815. Administration
This Agreement shall be administered by the City Manager or Community
Development Director following approval of this Agreement by the City. Whenever a reference
is made in this Agreement to an action, finding or approval to be undertaken by the City, the City
Manager or the Community Development Director is authorized to act on behalf of the City
unless specifically provided otherwise or the context should require otherwise. Whenever a
reference is made in this Agreement to an action, finding or approval to be undertaken by the
City Manager, the Community Development Director is authorized to act on behalf of the City
Manager as his designee. The City Manager or the Community Development Director shall have
the authority to issue interpretations, waive provisions and enter into amendments of this
Agreement on behalf of the City so long as such actions do not substantially change the uses or
development permitted for the Project, or materially add to the costs of the City as specified
herein or as agreed to by the City Council. Notwithstanding the foregoing, the City Manager or
the Community Development Director may in his or her sole and absolute discretion refer any
matter to the City Council for action, direction or approval.
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816. Mutual Cooperation
Each Party agrees to cooperate with the other in this transaction and, in that
regard, to sign any and all documents which may be reasonably necessary, helpful or appropriate
to carry out the purposes and intent of this Agreement. To the extent that any lender to, or equity
investor in, the Project requires modifications to this Agreement or any attachment hereto, the
City agrees to reasonably consider such modifications.
817. Ground Breaking and Grand Openings
To insure proper protocol and recognition of the City Council, the Developer shall
cooperate with City staff in the organization of any Project-related ground breaking, grand
openings or any other such inaugural events/ceremonies sponsored by the Developer and
celebrating the development which is the subject of this Agreement by providing City staff with
at least three (3) weeks written prior notice of any such event.
818. Estoppel Letters
Each Party shall, upon the reasonable request of the other, issue estoppel letters
indicating the absence of any default of the requesting Party, if such be the case, and the
effectiveness of this Agreement, if such be the case, and such other matters as may be reasonably
requested.
819. Counterparts
This Agreement may be signed in counterparts, each of which shall be deemed to
be an original.
820. Entire Agreement, Waivers and Amendments
This Agreement is executed in three (3) duplicate originals, each of which is
deemed to be an original. This Agreement includes one hundred (100) pages, two signature
pages and Attachment Nos. 1 through 15, and any agreements entered into by the Parties
substantially in the form of Attachment Nos. 1 through 15, which constitute the entire
understanding and agreement of the Parties.
This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto and supersedes all negotiations or previous agreements between the Parties with
respect to all or any part of the subject matter hereto.
All waivers of the provisions of this Agreement must be in writing and signed by
the appropriate authorities of the City or the Developer, and all amendments hereto must be in
writing and signed by the appropriate authorities of the City and the Developer.
821. Time for Acceptance of Agreement by City
This Agreement, when executed by the Developer and delivered to the City, must
be authorized and executed by the City within forty five (45) Days after date of signature by the
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Developer or this Agreement shall be void, except to the extent that the City and Developer shall
consent in writing to a further extension of time for the authorization, execution and delivery of
this Agreement by the City. The date of this Agreement shall be the date when the Agreement
shall have been signed by the City.
900. SPECIAL PROVISIONS
901. Development and Construction of the Public Improvements
901.1 Development and Construction Contract for Public Improvements
(a) Subject to the provisions of this Section 901, the Developer shall Develop
and Cause Construction of the Public Parking Improvements and the Town Plaza Expansion
Improvements (“Public Improvements”) to Completion on and within the Site pursuant to this
Agreement including, without limitation, the Scope of Development, the Plans (including all
necessary modified plans for the Town Plaza Expansion Improvements), Schematic Drawings,
design development drawings and building permit/construction drawings, and the Development
and Construction Contract for Public Improvements to be entered into between the City and
Developer by the Close of Escrow.
(b) The Development and Construction Contract for Public Improvements
shall be subject to the prior written approval of the City and the Developer and the Parties shall
cooperate in good faith to complete the form of that agreement consistent with the terms of this
Agreement.
(c) The City shall have reviewed and approved all Plans, including without
limitation Schematic Drawings, building permit/construction drawings, and design development
drawings, prior to the Developer seeking contractor bids for the construction and development of
the Public Improvements. The design for the Public Parking Improvements shall be based on the
parking plan prepared by or on behalf of the City in connection with the Public Improvements
and the Public Parking Design Specifications attached to this Agreement as Attachment No. 13.
The design for the Town Plaza Expansion Improvements shall be based on any and all plans and
designs provided by the City to the Developer or otherwise approved by the City in connection
with the Town Plaza Expansion Improvements. The Developer shall Develop and Cause
Construction of the Public Improvements, and the Development and Construction Contract for
Public Improvements shall obligate the Developer to Develop and Cause Construction of the
Public Improvements, in accordance with all such Plans as approved by the City. The City shall
have reviewed and approved the contractor bid proposed to be selected for the construction and
development of the Public Improvements, prior to the Developer making the selection of the
contractor bid for the construction and development of the Public Improvements.
(d) Although the Private Parking Improvements and the Public Parking
Improvements shall be constructed by the Developer as a seamless parking structure facility, the
Developer shall Develop and Cause Construction of the Private Parking Improvements portion of
the Parcel B Improvements at no cost to the City in accordance with this Agreement and
consistent with the description set forth in the Scope of Development and the Plans approved by
the City.
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(e) The Development and Construction Contract for Public Improvements
shall contain the requirement for the provision of performance, payment and completion bonds,
as approved by the City or required by law, provided that all cost and expense attributable to
those bonds shall be funded by the City pursuant to the Development and Construction Contract
for Public Improvements. The fact that Developer is not a licensed general contractor shall not
be used by the City as a defense against paying Developer any amounts that otherwise may be
due under the Development and Construction Contract for Public Improvements or any other
agreement approved in writing by the City.
(f) Developer shall be obligated to diligently take all steps required to
complete the design of the Public Improvements and obtain all necessary City approvals for
those improvements in connection with the requirements of the Schedule of Performance. Upon
Completion of the Project, the Public Parking Improvements shall be operated and maintained in
accordance with the requirements of the Reciprocal Easement Agreement and will be operated
and controlled by the Developer under and in accordance with the terms of the Reciprocal
Easement Agreement or such other agreement approved by the Parties, unless as otherwise
determined by the City should the City desire to assume operation and control of the Public
Parking Improvements. Upon Completion of the Town Plaza Expansion Improvements, the
operation and control of the Town Plaza Expansion Improvements shall be turned over to the
City regardless of the status and progress of the construction of the remainder of the Project but
subject to the City’s compliance with its obligations under the Development and Construction
Contract for Public Improvements. Following such transfer of operation and control to the City,
the City shall be solely responsible for all further costs of operation or maintenance of the Town
Plaza Expansion Improvements, and shall cause those improvements to be operated and
maintained in accordance with the requirements of the Reciprocal Easement Agreement.
(g) Commencing upon the City’s execution of this Agreement, the City shall
pay monthly, upon receipt of invoices with supporting documentation from Developer, for the
architecture and engineering costs, except for Developer’s pro rata share of the cost of planning,
designing, developing and constructing the driveway access portion of the Public Parking
Improvements, related to the Public Parking Improvements and the Town Plaza Expansion
Improvements, as approved by the City, which are incurred by the Developer to perform its
obligations under this Section 901 to complete the design of the Public Parking Improvements
and the Town Plaza Expansion Improvements consistent with the timelines for preparation of the
Plans as set forth in the Schedule of Performance. The City shall approve any work to be
performed by the Developer or on behalf of the Developer in connection with the architectural
and engineering services and the costs to be incurred as a result thereof and such approval shall
be provided by the City in advance of the services being rendered and the costs incurred
therefrom. Any services and costs not otherwise approved in advance by the City shall be at the
sole cost and expense of the Developer. Any and all Plans and materials produced as a result of
such architectural and engineering services that have been paid for by the City shall be deemed
the property of the City and not the Developer. Upon a termination of this Agreement for any
reason, Developer shall promptly provide the City with all such Plans and materials at no further
cost to the City.
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(h) At the Closing, the City shall deposit funds into an escrow account (“Post
Closing Funding Escrow”) for the benefit of the City and Developer in an amount equal to the
projected cost of the Public Parking Improvements and the Town Plaza Expansion
Improvements, except for Developer’s pro rata share of the cost of planning, designing,
developing and constructing the driveway access portion of the Public Parking Improvements,
from which monthly payments will be made to Developer in accordance with customary draw
requests and documentation for the costs of the Public Parking Improvements and the Town
Plaza Expansion Improvements incurred by the Developer as provided in the Development and
Construction Contract for Public Improvements.
(i) The City shall be a third-party beneficiary of the general contractor’s
obligation to Developer under the Development and Construction Contract for Public
Improvements, including without limitation all guarantees, warranties, and remedies accruing to
Developer thereunder.
(j) The Developer shall maintain accurate records in a commercially
customary form of all costs incurred in connection with the Parking Improvements and the Town
Plaza Expansion Improvements and shall provide copies of all such records to the City promptly
upon the City’s request.
901.2 Financing the Public Improvements
(a) Other than Developer funding the Developer’s cost of planning, designing,
developing and constructing the Private Parking Improvements as a component of the Parcel B
Improvements and Developer’s pro rata share of the cost of planning, designing, developing and
constructing the driveway access portion of the Public Parking Improvements, each of which
shall be funded by the Developer without any cost to the City, the City shall fund the remaining
cost of planning, designing, developing and constructing the Public Parking Improvements and
the Town Plaza Expansion Improvements to Completion, provided the City has reviewed and
approved (i) all Plans for the Public Improvements including without limitation, the Schematic
Drawings, design development drawings and building permit/construction drawings, (ii) the
contractor bids selected for construction of the Public Improvements, and (iii) the construction
contract for construction of the Public Improvements. The City may use the unexpended
proceeds of the Parking Revenue Bonds or, at the City’s option in its sole discretion, use other
lawfully available funds to fund its costs of the development and construction of the Public
Improvements. As more thoroughly described in this subparagraphs (b) and (c) below, the cost
of the Public Parking Improvements and the Town Plaza Expansion Improvements for which the
City shall be responsible shall be determined by reputable, responsible and reliable contractor
bids following completion of final construction drawings for the Project as approved by the City,
with a reduction from such cost for the Developer’s pro rata share of costs for the design and
construction of the driveway access for the Parking Improvements which shall be the sole cost
and expense of the Developer.
(b) The results of the contractor bid process for the Town Plaza Expansion
Improvements shall be subject to the City’s approval and will determine the cost payable by the
City for the construction and development of the Town Plaza Expansion Improvements. If the
Parties are not in agreement on the bid identifying the cost of the Town Plaza Expansion
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Improvements, the City will retain, at the shared cost of the City and the Developer, and subject
to the reasonable approval of the City and Developer, an independent cost estimator to resolve
the disagreement of the Parties and establish the cost for the Town Plaza Expansion
Improvements. The decision of the cost estimator shall be final. The Developer shall cause the
Town Plaza Expansion Improvements bids to be completed by the date set forth in the Schedule
of Performance.
(c) Since the Parking Improvements will be constructed as a seamless parking
facility in conjunction with the Parcel B Improvements, the process for determining the City’s
share of cost for the construction and development of the Public Parking Improvements shall be
determined by reputable, responsible and reliable contractor bids administered by the Developer
with the approval of the City upon the City’s approval of final construction drawings and all
other Plans. To implement the foregoing, by the date set forth in the Schedule of Performance,
the Developer will (i) cause the Private Parking Improvements (approximately 98 parking spaces
within the property line of the Developer Parcel) bid by reputable, reliable and responsible
contractors reasonably acceptable to the City on the basis that the entire Private Parking
Improvements is being constructed using only union labor, and (ii) cause both the Private
Parking Improvements and the Public Parking Improvements collectively (i.e. Parking
Improvements) bid by the same reputable and responsible contractors reasonably acceptable to
the City on the basis that the entire Parking Improvements is being constructed in accordance
with all prevailing wage requirements. The results of the bids identifying the incremental cost to
the Parking Improvements which is attributable to the cost of construction of the Public Parking
Improvements (including prevailing wages) relative to a baseline cost of construction of the
Private Parking Improvements as a union wage project, except for the Developer’s pro rata share
of costs for the design and construction of the driveway access for the Parking Improvements
which shall be the sole cost and expense of the Developer, will be the total cost of the Public
Parking Improvements payable by the City as set forth in this Section 901.2. If the Parties are
not in agreement on the bid identifying a differential in the bid amounts of the Private Parking
Improvements using union wage and the Parking Improvements using prevailing wage, the City
will retain, at the shared cost of the City and the Developer, and subject to the reasonable
approval of the City and Developer, an independent cost estimator to resolve the disagreement of
the Parties and establish the incremental cost premium for the Public Parking Improvements.
The decision of the cost estimator shall be final.
902. Reciprocal Easement Agreement
A Reciprocal Easement Agreement shall be prepared, executed and recorded
concurrent with the Closing, in form and substance subject to the approval of the City Manager
and Developer, and consistent with terms and conditions of this Agreement. The Reciprocal
Easement Agreement shall provide for the operation, maintenance, repair, restoration and
replacement, detailed allocation of operating costs, arrangements for ingress and egress, and
other matters necessary to establish a secure, equitable and efficient coordination between the
Public Parking Improvement, the Town Plaza Improvements, and the Parcel B Improvements
and among the Developer Parcel and the City Parcel, comparable in coverage and conditions to
such reciprocal easement agreements for mixed use developments similar to the Project, and
shall include the following terms and conditions:
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(a) The Developer (or its permitted successors and assigns) shall have
the obligation to manage, repair, maintain and operate the Master Common Area (as defined
below) of the Parking Improvements (and all portions of the Public Parking Improvements at the
City’s option in its sole discretion) only (City shall have the obligation to manage, repair,
maintain and operate the Town Plaza Expansion Improvements and Developer shall have the
obligation to manage, repair, maintain and operate the Parcel B Improvements), and to collect
assessments from the Developer Parcel and the City Parcel for their respective shares of the costs
incurred in connection therewith, including costs of insurance and taxes on such Master
Common Area. Without limiting the generality of the foregoing, the Developer shall be
responsible at all times for: (a) the maintenance and repair in a high-quality manner appropriate
to the Improvements of the Master Common Area including all exterior and interior surfaces and
public areas in and about the Parking Improvements such as building curtain walls, walkways,
sidewalks, lighting, planters, utilities, signs, stairways, escalators and elevators serving the
Parking Improvements, except to the extent any such areas are or become the responsibility of
the Developer Parcel or the City Parcel owner either because such areas are part of the remaining
Parcel B Improvements not included within the Private Parking Improvements or such areas are
part of the Town Plaza Expansion Improvements (“Master Common Area”); and (b) the
coordination between all elements of the Parking Improvements. The Reciprocal Easement
Agreement shall include remedies of the Parties in the event of a default by an individual Party
with respect to its obligations under the Reciprocal Easement Agreement.
(b) The Reciprocal Easement Agreement shall provide for payment to
the project manager by each of the owner of the Developer Parcel and the owner of the City
Parcel of its share (as determined in accordance with the Reciprocal Easement Agreement) of the
costs of repair, maintenance and operation of the Master Common Area (and all portions of the
Public Parking Improvements if the Developer is selected by the City to operate and control all
of the Public Parking Improvements). The Reciprocal Easement Agreement shall include
customary remedies for property owners in the event the Developer fails to maintain and operate
the Master Common Area in accordance with the required standards, and shall include customary
remedies for collection and enforcement of assessments.
(c) The Reciprocal Easement Agreement shall include provisions
regarding the respective obligations of the Parties regarding insuring and rebuilding the Parking
Improvements if they are damaged or destroyed in any manner, and any associated common
areas needed for vehicle and pedestrian access, including elevators, stairs, columns, and signage.
(d) The Parties hereby agree, and in the Reciprocal Easement
Agreement or a separate agreement among the City and the Developer, the Parties shall ensure,
the proper operation of the Public Parking Improvements and the Private Parking Improvements
including, without limitation: (i) that all parking in the Public Parking Improvements shall be
operated on a transient basis with all revenue proceeds (including parking receipts) from the
parking operations, less applicable expenses, to be retained by the City as its sole and separate
property, which will include some type of mechanism to track the revenue and use of the public
parking spaces; (ii) that all parking in the Private Parking Improvements shall be operated
primarily as monthly leased parking serving the tenants of the Parcel B Improvements which will
include some type of mechanism to track the revenue and use and to control the use of the
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private parking spaces; and (iii) that the City shall have the right to audit annually all revenue
proceeds (including parking receipts) from the parking operations of the Public Parking
Improvements, at the City’s sole cost subject to the right to recover those costs in the event such
audit confirms a material error in revenue reports and payments made to the City.
(e) The Reciprocal Easement Agreement shall include an irrevocable
and perpetual easement for the use and operation of the Public Parking Improvements including
those public parking spaces located on the Private Parking Improvements. The Reciprocal
Easement Agreement shall include provisions that require the City to cooperate, but not
financially unless otherwise as agreed to by the City, with the Developer in good faith for the
rebuilding and redesigning of the Private Parking Improvements and the public parking spaces
located thereon should the Private Parking Improvements and the public parking spaces located
thereon become substantially or completely destroyed or damaged and are no longer functionally
operational.
(f) The Reciprocal Easement Agreement shall include requirements
for the Developer’s (or its permitted successors and assigns) obligations to manage, repair,
maintain and operate the Parcel B Improvements consistent with the provisions of this
Agreement. Without limiting the generality of the foregoing, the Developer shall be responsible,
at all times, at its own cost except as expressly provided in this Agreement where the City may
cause reimbursement for certain maintenance and repair costs, for (a) the operation of the Parcel
B Improvements as a four level high quality office and retail complex with Private Parking
Improvements, and (b) the maintenance and repair in a high-quality manner appropriate to the
Improvements of the Parcel B Improvements including all exterior and interior surfaces and
public areas in and about the Parcel B Improvements such as building curtain walls, walkways,
sidewalks, lighting, planters, utilities, signs, stairways, escalators and elevators serving the
Improvements.
(g) The Reciprocal Easement Agreement shall contain such
restrictions on the Developer in connection with a Transfer consistent with this Agreement as
applicable for the period required herein.
(h) The Reciprocal Easement Agreement shall include each and every
covenant set forth in Section 501 (Covenants Regarding Specific Uses), Section 502 (Covenants
Regarding Maintenance), Section 503 (Covenants Regarding Redevelopment Plan;
Nondiscrimination), and Section 504 (Effect of Violation).
(i) The Reciprocal Easement Agreement shall be recorded against the
Developer Parcel as a senior lien and encumbrance in priority, and the City Parcel, in the Official
Records. The Reciprocal Easement Agreement shall be recorded in the Official Records upon
Completion of any portion of the Project.
903. Art in Public Places Program Requirements
As part of its development of the Developer Parcel and the Parcel B
Improvements, the Developer shall comply with the provisions of the Art in Public Places
Program and be responsible for either paying the In Lieu Public Art Fee in the amount required
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by the Art in Public Places Program and/or providing on-Site artwork equal in value to the
amount required by the Art in Public Places Program, in accordance with the terms and
conditions set forth in the Art in Public Places Program. If the Developer chooses to satisfy the
Art in Public Places Program by paying the In Lieu Public Art Fee in accordance with the Art in
Public Places Program, the Developer shall submit payment of the In Lieu Public Art Fee to the
City by the Close of Escrow and such funds will be allocated to artwork for the Town Plaza
Expansion Improvements or as otherwise approved by the City. Nothing contained in this
Section 903 shall be deemed to entitle Developer to any City approval necessary in connection
with the requirements of the Art in Public Places Program, or waive any applicable City
requirements relating thereto. Nothing in this Agreement shall obligate the City to contribute
any funds toward artwork on the Project, including without limitation, in the Developer Parcel or
the City Parcel except for the application of any In Lieu Public Art Fee as provided above.
904. Parking License
As part of its development of the Developer Parcel and the Parcel B
Improvements, the City and the Developer will enter into the Parking License, substantially in
the form attached to this Agreement as Attachment No. 10, by the Close of Escrow. The Parking
License will provide Developer, for a monthly fee, a non-exclusive license to access and use a
total of three hundred seventeen (317) parking spaces at the Ince Parking Structure to serve
patrons and tenants of the Parcel B Improvements, in accordance with the terms and conditions
set forth in the Parking License. The Parking License shall have a term equal to the maximum
permitted by applicable law up to a term of ninety nine (99) years (which shall, at a minimum be
a term of fifty five (55) years with an option for renewal in accordance with the terms therefore),
subject to termination rights of the Parties as expressly provided therein. In connection with the
foregoing, the Parties shall exercise good faith efforts to cooperate in taking all reasonable steps
necessary to authorize a license term of up to 99 years. The License Agreement shall provide the
City with the right to relocate the 317 parking spaces to another permissible and available
location within the commercial downtown pooled parking district described in the City’s Zoning
Ordinance if the Ince Parking Structure is damaged by casualty and is not repaired to an
operational condition, as more fully provided in the License Agreement.
905. Historic Culver Sign License
As part of its development of the Developer Parcel and the Parcel B
Improvements, the City will, at the Developer’s election, and subject to the Parties’ reasonable
approval of the form of the Historic Culver Sign License, enter into the Historic Culver Sign
License prior to the Close of Escrow, providing Developer an exclusive license to use the
historic Culver Script neon sign owned by the City in conjunction with the Parcel B
Improvements, in accordance with the terms and conditions set forth in the Historic Culver Sign
License. The City shall retain ownership of the Culver sign. The Historic Culver Sign License
shall provide that the Developer shall restore and install the sign, at Developer’s sole cost, in the
Parcel B Improvements in a location approved in advance by the City, and Developer shall
maintain the Culver sign in good working order at Developer’s sole expense. The Historic
Culver Sign License shall terminate if the Parcel B Improvements are demolished or at the will
of the City upon its sole and absolute discretion, in accordance with the terms therefore in the
Historic Culver Sign License. Upon termination of the Historic Culver Sign License, the
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Developer shall promptly return to the City the historic Culver Script neon sign, in accordance
with the terms therefore in the Historic Culver Sign License. If the Historic Culver Sign License
is terminated at the Developer’s election, then removal, relocation, and delivery to the City of the
Culver sign shall be at the Developer’s sole cost and expense. If the Historic Culver Sign
License is terminated at the City’s election, then removal, relocation, and delivery to the City of
the Culver sign shall be at the City’s sole cost and expense. Developer shall not receive any
reimbursement from the City for its restoration and installation of the Culver sign.
906. Purchase Price Adjustment for Prevailing Wage Cost of Above Ground
Commercial Portion of Project
The Parties have agreed and determined that the City will be responsible for any
incremental cost to the above ground portion of the Project, if any, which is attributable to the
cost of construction of the above ground portion of the Project as a prevailing wage project
relative to a baseline cost of construction of the above ground portion of the Project as a union
wage project up to a maximum amount of TWO MILLION DOLLARS ($2,000,000), and that
such agreement will be implemented by applying such differential, if any, but not to exceed
TWO MILLION DOLLARS ($2,000,000), as a reduction to the Purchase Price for the
Developer Parcel payable by Developer as set forth in Section 301.1 at the Closing.
In order to implement the foregoing, following completion of final construction
drawings for the Project and all other Plans as approved by the City and by the date set forth in
the Schedule of Performance, the Developer shall have the above ground commercial portion of
the Project bid by reputable, reliable and responsible contractors reasonably acceptable to the
City on the basis that the entire above ground commercial portion of the Project is being
constructed using only union labor and separately on the basis that the entire above ground
commercial portion of the Project is being constructed in accordance with all prevailing wage
requirements. The results of the bids identifying an incremental cost to the above ground
commercial portion of the Project, if any, which is attributable to the cost of construction of the
above ground commercial portion of the Project as a prevailing wage project relative to a
baseline cost of construction of the above ground commercial portion of the Project as a union
wage project will be the amount of the reduction applied to the Purchase Price for the Developer
Parcel payable by Developer as set forth in Section 301.1 at the Closing, up to a maximum
reduction of TWO MILLION DOLLARS ($2,000,000).
If the Parties are not in agreement on the bid identifying a differential in the bid
amounts using union wage and prevailing wage, the City will retain, at the shared cost of the
City and the Developer, and subject to the reasonable approval of the City and Developer, an
independent cost estimator to resolve the disagreement of the Parties and establish the
incremental cost premium, if any. The decision of the cost estimator shall be final. To the extent
that the prevailing wage bid of the contractor selected to perform the work exceeds the union
labor bid of that contractor, the difference between the two bids shall be applied as a reduction to
the Purchase Price for the Developer Parcel payable by Developer at the Close of Escrow up to a
maximum reduction amount of TWO MILLION DOLLARS ($2,000,000).
The Developer shall be responsible for any incremental cost above the TWO
MILLION DOLLARS ($2,000,000). The Parties further acknowledge that, in any event, the
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Improvements will be constructed as a prevailing wage project and in accordance with all
requirements applicable thereto.
907. Extraordinary Costs
The Parties have agreed and determined that the City and/or the Developer, as
provided below, be will be responsible for certain extraordinary costs as defined herein and as
approved by the Parties prior to the Closing (“Extraordinary Costs”) in connection with the
construction and development of the Project and the requirements and conditions imposed on the
Developer pursuant to this Agreement. The amounts of the Extraordinary Costs as determined in
accordance with this Section 907 will constitute certain reductions and/or additions in the
Purchase Price payable by the Developer for the Developer Parcel at the Closing as set forth in
Section 301.1, as set forth as follows:
(a) Project Off-Sites: The City and Developer have determined the
Purchase Price based upon the premise and with the understanding, at City’s request, that the
Developer assume a maximum cost for the hard costs of constructing the off-site improvements
in connection with the Parcel B Improvements of THREE HUNDRED AND FIFTY
THOUSAND DOLLARS ($350,000) (“Off-Site Cap Amount”), and the Developer is
undertaking the Parcel B Improvements based upon such understanding. The Parties each agree
as follows that: (i) if the total projected cumulative hard cost (“Project Off-Sites Cost”)
applicable to the off-site improvements required in connection with the Parcel B Improvements
(collectively, “Project Off-Sites”) are less than the Off-Site Cap Amount, then the Purchase Price
shall be increased at the Closing by an amount equal to the difference between the Off-Site Cap
Amount and the Project Off-Sites Cost and shall be payable by the Developer for the Developer
Parcel at the Closing; and (ii) if the Project Off-Sites Cost applicable to the Project Off-Sites is
greater than the Off-Site Cap Amount, then there will be a reduction to the Purchase Price
payable by the Developer for the Developer Parcel at the Closing by an amount equal to the
difference between the Off-Site Cap Amount and the Project Off-Sites Cost. In order to
implement the foregoing understanding, the City and Developer agree to proceed as follows: (i)
once all required Project Off-Sites have been finally determined (which Project Off-Sites shall
substantially conform to the Project Off-Sites described in the Scope of Development attached
hereto unless otherwise approved by the Parties) and are ready for bid, and by the date set forth
in the Schedule of Performance, the Developer will obtain at least three bids for that work, or
each applicable portion thereof, from qualified contractors; (ii) if those bids show a Project Off-
Sites Cost for the Project Off-Sites in excess of the Off-Site Cap Amount, the Parties shall meet
and confer as to whether the scope of the Project Off-Sites may be modified without material
adverse impact to the Parcel B Improvements so as to bring the Project Off-Sites Cost of Project
Off-Sites within the Off-Site Cap Amount, and, if so, the Project Off-Sites shall be so modified;
(iii) if the Project Off-Sites cannot be so modified to bring the Project Off-Sites Cost within the
Off-Site Cap Amount, an amount equal to such excess projected cost over the Off-Site Cap
Amount shall be applied as a reduction to the Purchase Price payable by the Developer for the
Developer Parcel at the Closing as an Extraordinary Cost; (iv) if those bids show a Project Off-
Sites Cost for the Project Off-Sites less than the Off-Site Cap Amount, then an amount equal to
such reduction from the Off-Site Cap Amount shall be added to and shall increase the Purchase
Price payable by the Developer for the Developer Parcel at the Closing. The amount of the
Project Off-Sites Cost for the Project Off-Sites after the bid process and the amount, if any,
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determined as a reduction to the Purchase Price or an increase to the Purchase Price shall be final
on the Parties. Any increase in the cost for the Project Off-Sites after the Closing shall be borne
by the Developer with no cost to the City.
(b) City Permits and Fees: The City and Developer have determined
the Purchase Price based upon the premise and with the understanding, at City’s request, that the
Developer assume a maximum cost for the City permits and fees of constructing the Parcel B
Improvements at EIGHT DOLLARS AND SEVENTY CENTS ($8.70) per square foot of gross
building area (collectively, “Permit/Fee Cost Cap Amount”), and the Developer is undertaking
the Project based upon the understanding and agreement that the City will fund, as a reduction to
the Purchase Price payable by the Developer for the Developer Parcel at the Closing, any such
costs applicable to the City permits and fees required in connection with the Parcel B
Improvements (collectively, “City Permits and Fees”) that cumulatively exceed the Permit/Fee
Cost Cap Amount. In order to implement the foregoing understanding, the City and Developer
agree to proceed as follows: (i) once all required Parcel B Improvements have been finally
determined (which Parcel B Improvements shall substantially conform to the Parcel B
Improvements described in the Scope of Development attached hereto); and (ii) if the cumulative
total City Permits and Fees based on the gross building area of the Parcel B Improvements
exceed the Permit/Fee Cost Cap Amount, an amount equal to such excess of City Permits and
Fees over the Permit/Fee Cost Cap Amount shall be applied as a reduction to the Purchase Price
payable by the Developer for the Developer Parcel at the Closing as an Extraordinary Cost. The
cumulative amount of the City Permits and Fees for the Parcel B Improvements as determined by
the City prior to the Closing by the date set forth in the Schedule of Performance, and the
amount, if any, determined as an Extraordinary Cost shall be final on the Parties. Any increase
in the City Permit and Fees after the Closing shall be borne by the Developer, with no cost to the
City.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the City and Developer have signed this Agreement on the
dates set forth below.
“DEVELOPER”
COMBINED/HUDSON 9300 CULVER LLC,
a Delaware limited liability company
By: Combined Culver Venture LLC,
a Delaware limited liability company,
its managing member
Date: __________________ By: ____________________________
Name: _________________________
Its: ____________________________
By: Hudson 9300 Culver, LLC,
a Delaware limited liability company,
its managing member
By: Hudson Pacific Properties, L.P.,
a Maryland limited partnership,
its sole member
By: Hudson Pacific Properties, Inc.,
a Maryland corporation,
its general partner
Date: __________________ By: ____________________________
Name: __________________________
Title: ___________________________
[Signatures Continue on Following Page]
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“CITY”
THE CITY OF CULVER CITY,
a charter city of the State of California
Date: _________________ By: ____________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: _____________________
Carol Schwab
City Attorney
By: _________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
ATTACHMENT 3
122ATTACHMENT NO. 1
SITE MAP
(Developer Parcel identified as Parcel 1; City Parcel identified as Parcel 2)
[See Attached]
ATTACHMENT 3
123
ATTACHMENT 3
124
ATTACHMENT NO. 2-A
LEGAL DESCRIPTION – DEVELOPER PARCEL
[See Attached]
ATTACHMENT 3
125
Page 1 of 4
LEGAL DESCRIPTION
DEVELOPER PARCEL
(9300 Culver Boulevard, Culver City, California)
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 1, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE
OFCALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO.3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
ATTACHMENT 3
126
Page 2 of 4
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED INDEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11,1982 AS INSTRUMENT NO.
82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
ATTACHMENT 3
127
Page 3 of 4
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J.MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
ATTACHMENT 3
128
Page 4 of 4
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDEDJULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
129
ATTACHMENT NO. 2-B
LEGAL DESCRIPTION – CITY PARCEL
[See Attached]
ATTACHMENT 3
130
Page 1 of 3
LEGAL DESCRIPTION
CITY PARCEL
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 2, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO. 3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
ATTACHMENT 3
131
Page 2 of 3
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854 OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11, 1982 AS INSTRUMENT
NO. 82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ATTACHMENT 3
132
Page 3 of 3
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J. MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
133
ATTACHMENT NO. 3
SCOPE OF DEVELOPMENT
[See Attached]
ATTACHMENT 3
134ATTACHMENT NO. 3
Scope of Development
Parcel B Improvements: The Parcel B Improvements are comprised of an office and retail
complex of three uniquely styled contemporary buildings set on a podium of ground level retail
as described and depicted in the Developer’s September 8, 2011 proposal. Stepped roof lines,
setbacks, cantilevers and varying window treatment create the building form for the office which
reveals as two or three buildings depending upon orientation to the project. The project materials
include wood, brick, copper, colored metal panels and green glass. The development includes an
“Elevated Plaza” and “Grand Stairs” that front on the adjacent Town Plaza. The project contains
providing approximately 115,108 square feet of gross building area containing a minimum of
32,654 square feet dedicated to retail and restaurant uses and containing a minimum of 55,470
gross square feet dedicated to office use and including public restrooms and a storage area, in
addition to approximately 18,990 square feet of open space, and subterranean parking designed
and constructed in conjunction with the Public Parking Improvements. The Grand Stairs are 50
feet in width, rise one story and connect at the second level with an elevated plaza, a large
restaurant, retail space, stairs and offices. The project includes both conventional office and
“loft-style” creative office space fronting the Elevated Plaza. The stair and plaza features are to
be dedicated for public use and are intended to be used in connection with public art and
performance events in conjunction with the adjacent Town Plaza. In conjunction with the
Developer’s development of the Parcel B Improvements and included as part of the City’s
approval of the entitlements for the Parcel B Improvements, Developer is required to construct
certain off-site improvements. Such off-site improvements include: (i) Washington/Ince
intersection modifications (estimated cost at $35,000), (ii) Eastbound Culver Boulevard grooved
pavement (estimated cost at $5,000), and (iii) installation of bollards on Washington/Culver
island (estimated cost at ($10,000), for a total estimated cost of $50,000. As discussed in
Sections 301.1 of the Agreement in connection with the Purchase Price for the Developer Parcel
and Section 907 of the Agreement in connection with “Extraordinary Costs”, the Purchase Price
for the Developer Parcel assumes a cost for off-site improvements of $350,000. If such off-site
improvements cost is less than or greater than $350,000 as determined by the Closing, the
Purchase Price at the Closing will be adjusted accordingly at the Closing. The cost of the off-site
improvements determined at Closing shall be the final cost and binding on the Parties. Any off-
site improvements costs determined or incurred after Closing in excess of the final costs for the
off-site improvements determined at Closing shall be the sole responsibility of the Developer.
All improvements referenced above in this paragraph are referred to as the “Parcel B
Improvements”.
A. Town Plaza Expansion Improvements: The Town Plaza Expansion Improvements
shall be collectively referred to herein as the “Expansion Improvements”. The City has
prepared the design, construction documents, bid documents, cost estimates, and other criteria
for the construction of the Expansion Improvements by LRM Landscape Architects Ltd.
Developer agrees to hire a landscape architect and civil engineering firm to modify the existing
construction documents to reflect an “on structure” design atop one level of subterranean
parking, as depicted in the Final Parcel Map attached hereto as Exhibit “A” and incorporated
herein by this reference, on property that is legally described in the Legal Description attached
hereto as Exhibit “B” and incorporated herein by this reference. The Developer agrees to design
ATTACHMENT 3
135and construct and to prepare bid documents for the Expansion Improvements at City’s expense
subject to the City’s prior approval of costs. Developer agrees to design the Access Road in such
a manner that it may be connected to The Culver Studios subterranean parking garage, if built.
City agrees to pay Developer a construction management fee amounting to 4% of the Expansion
Improvements construction cost to oversee the design, bidding and construction of the Expansion
Improvements.
B. Public Parking Improvements: Developer agrees to design and construct the
maximum number of parking spaces achievable beneath the Site and Expansion Improvements
area with a shared subterranean ramp located within the Access Road and to prepare bid
documents for the Public Parking Improvements at City’s expense (with exception to Developer
funding a pro rata share of the cost to design and construct the subterranean parking ramp within
the Access Road). Developer agrees to design the Access Road ramp in such a manner that it
may be connected to The Culver Studios subterranean parking garage, if built. If The Culver
Studios subterranean parking garage is built, Developer agrees to enter into an agreement with
the City and The Culver Studios for the shared use of the Access Road ramp. City agrees to pay
Developer a construction management fee amounting to 4% of the Public Parking Improvements
construction cost to oversee the design, bidding and construction of the Public Parking
Improvements (with exception to Developer funding a pro rata share of the cost to design and
construct the subterranean parking ramp within the Access Road). The parking spaces beneath
the Parcel B Improvements (with the exception of the public spaces) will be designed,
constructed and owned by the Developer at Developer expense. The parking spaces beneath the
City Parcel (including those public spaces located beneath the Parcel B Improvements) shall be
referred to herein as the “Public Parking” amounting to approximately 100 parking spaces and
will be owned by the City and designed and constructed at City expense. Developer and City
will pay their pro rata share for ongoing maintenance and operation of the parking spaces. The
Developer receives the revenue for its parking spaces and the City receives the revenue from the
Public Parking spaces. A reciprocal easement is required, as set forth in Section 902 of the
Agreement, to accommodate parking access, elevators, stairs and utility access, among other
matters.
C. Budget for Expansion Improvements and Public Parking: The Budget for the
Expansion Improvements and Public Parking is set forth in the Project Budget attached hereto as
Exhibit “C” and incorporated herein by this reference.
ATTACHMENT 3
136Exhibit “A”
Final Parcel Map – Parcel 2: Location of Expansion Improvements
The Town Plaza Expansion Improvements will be located in Parcel 2 of the Final Parcel Map below
(Not to scale, and intended solely for purposes of general reference to the area and not meant to be exact
in any manner.)
ATTACHMENT 3
137Exhibit “B”
Legal Description - Town Plaza Expansion Improvements
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 2, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN BOOK 355
PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE PRODUCED THEREIN, AS
RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED JUNE 30, 1950 AS INSTRUMENT NO.
1720 IN BOOK 33548 PAGE 208, OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES, TOGETHER WITH THE
RIGHT TO EXPLORE FOR, AND EXTRACT SUCH SUBSTANCES, PROVIDED THAT THE SURFACE
OPENING OF ANY WELL, HOLE, SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES
SHALL NOT BE LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO.
3, AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS ANGELES
COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT PENETRATE ANY PART OF OR
PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES UNDER ALL
OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE
OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED
OCTOBER 12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF
THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR
DISTURB THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN 500
FEET OF THE SURFACE THEREOF, AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR
SKOOG, AS CO-TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED AUGUST 20, 1980
AS INSTRUMENT NO. 80-799836, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER 31, 1980 AS INSTRUMENT
NO. 80-1090011, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
ATTACHMENT 3
138
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED BY
HELEN GRIFFIN FORKE, STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER
11, 1981 AS INSTRUMENT NO. 81-1217854 OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY. BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS RESERVED IN
DEED RECORDED JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF
THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR
DISTURB THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11,
1982 AS INSTRUMENT NO. 82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL
OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE
SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS
INSTRUMENT NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL
OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE
SURFACE THEREOF, AS RESERVED BY BILL MURPHY BUICK, INC., A CALIFORNIA
CORPORATION, IN DEED RECORDED JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL
OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE
SURFACE OF SAID PROPERTY ON ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND
STANLEY J. MOCK, IN DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL
OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO PENETRATE USE OR DISTURB THE
SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND
FAISUN N. PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY. BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY PORTION OF THE
SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN THE DEED
RECORDED JANUARY 24, 1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL
OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE
OR DISTURB THE SURFACE OF THE SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY
WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND
MODESTA ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ATTACHMENT 3
139
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF
THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR
DISTURB THE SURFACE OF THE SAID PROPERTY OR ANY PORTION OF SAID PROPERTY
WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED
RECORDED JULY 11, 1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
140Exhibit “C”
Project Budget – Expansion Improvements and Public Parking
Construction Costs
Expansion Improvements $3,243,000*
102 Public Parking Spaces $3,700,000**
Total Project Budget: $6,943,000
* Actual cost will be determined when General Contractor bids are received and are subsequently
verified and approved by the City’s construction cost consultant. The estimated fee to Developer for
construction management is based on total Expansion Improvements Construction Cost and total
Public Parking Improvements Construction Cost (with exception to Developer funding a pro rata
share of the cost to design and construct the subterranean parking ramp within the Access Road) and
is estimated to be 4% x $3,243,000 (Expansion Improvements) and 4% x $3,700,000 (Public Parking
Improvements) = $277,720 (4% x $6,943,000).
**$37,000 per space X 100 spaces = $3,700,000. Cost includes design and construction. Actual cost
will be determined when General Contractor bids are received and are subsequently verified and
approved by the City’s construction cost consultant. The estimated fee to Developer for construction
management is based on total Expansion Improvements Construction Cost and total Public Parking
Improvements Construction Cost (with exception to Developer funding a pro rata share of the cost to
design and construct the subterranean parking ramp within the Access Road) and is estimated to be
4% x $3,243,000 (Expansion Improvements) and 4% x $3,700,000 (Public Parking Improvements) =
$277,720 (4% x $6,943,000).
ATTACHMENT 3
141
ATTACHMENT NO. 4
SCHEDULE OF PERFORMANCE
[See Attached]
ATTACHMENT 3
142
Page 1 of 5
PRELIMINARY
COMBINED/HUDSON 9300 CULVER LLC PARCEL B DDA
SCHEDULE OF PERFORMANCE
1. Execution of DDA by Developer.
Approximately 5 calendar days prior to
DDA consideration by City Council.
2. City Council Consideration of DDA.
City and Agency hold joint public
hearing to consider DDA.
Within 5 calendar days after submittal
by Developer of executed DDA and
legally required notice of joint public
hearing; provided that Developer
executes DDA.
3. Execution of DDA by City (the
Effective Date).
Within 5 business days after City
Council approves DDA.
4. Opening of Escrow for Transfer of
Property.
Within 5 business days after the
Effective Date.
5. City Deposits into Escrow the Grant
Deed. City provides Developer with all
Plans and Reports in its possession.
Within 15 days of opening escrow.
6. Parties Order Title Report for Property.
Within 30 days of opening Escrow.
7. Developer completes its Environmental
Review and Developer & City complete
all outstanding Agreements including
the REA and Construction Agreement.
Within 240 days of the Effective Date.
8. City provides preliminary parking
design for public and private parking
layout in collaboration with Developer.
City engages parking consultant to
study the parking layout options and the
access issues. Consultant provides a
recommendation, in conjunction with
Within 60 days of the Effective Date.
ATTACHMENT 3
143
Page 2 of 5
input from Developer and its Architect.
City pays up to $20,000 for the study.
City and Developer complete the
Parking License Agreement.
9. Developer submits Schematic Drawings
for the Parcel B Improvements and
Public Parking Improvements.
Developer will incorporate the
recommendation of the parking study
for the Public Parking and private
parking.
Within 90 days of completion of #7.
10. City determines if the Schematic
Drawings are in substantial
conformance with the existing
entitlements.
Within 15 days of receipt thereof.
11. Developer bids project with City
assistance with Public Parking and
without Public Parking
Within 45 days of completion of #10
12. City approval of preliminary bid
amount for maximum parking and
prevailing wage allowance. If bids
accepted, City deposits the approximate
funds required to complete the public
parking component and requisite plans
in Escrow.
Within 30 days of completion of #11.
13. Commence Town Plaza Design Within 15 days of completion of #12.
14. Developer submits Project, Public
Parking and Town Plaza design
development drawings to City.
Within 120 days of completion of #12
and City’s approval of final Town
Plaza Schematic Design.
15. City approval or disapproval of Project,
Public Parking and Town Plaza design
development documents.
Within 15 days of receipt thereof.
ATTACHMENT 3
144
Page 3 of 5
16. Developer submits Project, Public
Parking and Town Plaza construction
documents to City.
Within 120 days of City approval of
design development drawings.
17. General Contractor Selection:
Developer chooses a General Contractor
to construct the Project, Public Parking
and Town Plaza. Developer may choose
multiple Contractors to perform the
work. Town Plaza Contractor selection
subject to City’s reasonable approval.
Within 90 days of the receipt of final
Construction Drawing approval.
18. Building Permit Submittal Within 15 days of completion of #17.
19. Developer bids Parcel B above-grade
improvements with prevailing wage and
with union wage exclusive of parking to
establish the incremental cost.
Developer bids the public parking with
prevailing wage and the private parking
with union to establish the incremental
cost.
Within 60 days of the completion of
#17.
20. Finalize Purchase Price, Public Parking
Cost and Town Plaza Cost. City
deposits requisite funds for Public
Parking Cost and Town Plaza in Escrow
Within 30 days of the receipt of bids
outlined in #19.
21. Submission of Project Evidence of
Financing. Includes draft Parcel B
Construction Loan, draft Project
Construction Contracts, construction
budgets and other financial information
showing evidence of financing.
Within 60 days of finalization of
purchase price, City approval of
construction documents and building
permit drawings, but not less than 30
days prior to scheduled close of
Escrow.
22. Approval of Project Evidence of
Financing and Construction Loan. The
Community Development Director shall
approve, conditionally approve or
disapprove draft Construction Loan,
draft Construction Contract and other
evidence of financing.
Within 20 days of submittal by
Developer.
ATTACHMENT 3
145
Page 4 of 5
23. Parties Update Title Report for
Property.
At least 15 days prior to the close of
escrow.
24. Obtain all necessary City approvals for
construction. Developer shall have
obtained all City approvals, easements,
license agreements and permits required
for the development of the Site,
including, without limitation, the
completion of plan check by City
Building and Safety Division and the
building permits shall be ready for
issue.
Prior to close of escrow.
25. Deposit of Final Purchase Price
Payment. Developer shall deposit the
Final Purchase Price Payment into
Escrow.
Prior to the scheduled close of Escrow.
26. Close of Escrow for Transfer of
Property. Title to Property is conveyed
to Developer.
Upon satisfaction of the Conditions
Precedent by the Developer and City.
27. Commence Construction. Developer
shall commence the construction of the
Project
No later than 30 days after the close of
Escrow.
28. Completion of Construction. Developer
shall complete construction of the
Project
Within 24 months from the
commencement of construction. City
may allow construction extension for
cause.
29. Final Inspection. City shall conduct a
final inspection of the completed
construction of the Project
Within 10 days of written notice of
completion by Developer.
30. Release of Construction Covenants.
City shall issue a Release of
Construction Covenants for the Project,
or Parcel B Improvements, as applicable
Upon satisfactory completion of the
conditions set forth in the DDA, and
within 15 days of written request from
Developer.
ATTACHMENT 3
146
Page 5 of 5
31. Final Payment. Release of escrow for
final payment for construction, planning
and oversight of the Public Parking and
Town Plaza.
35 days after City approves filing the
Notice of Completion.
ATTACHMENT 3
147
ATTACHMENT NO. 5
GRANT DEED
[See Attached]
ATTACHMENT 3
148Page 1 of 8
Grant Deed v1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
THE CITY OF CULVER CITY
9770 Culver Boulevard
Culver City, California 90232-0507
Attn: Sol Blumenfeld,
Community Development Director
MAIL TAX STATEMENTS TO:
______________________________
c/o Combined Properties Incorporated
9320 Wilshire Boulevard; Suite 310
Beverly Hills, California 90212
Attn: Marianne Lowenthal,
Executive Vice President, Development & Acquisitions
SPACE ABOVE THIS LINE FOR RECORDING USE
Parcel Number: OFFICIAL BUSINESS
Document Entitled to Free Recording
Separate Statement of Tax Due Submitted Per Government Code §§ 6103 & 27383
Per Revenue & Taxation Code § 11932
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE
CITY OF CULVER CITY, a charter city of the State of California, herein called “Grantor”,
acting to carry out the Redevelopment Plan (“Redevelopment Plan”) for the Culver City
Redevelopment Project, Component Area 3 (“Project Area”), under the Community
Redevelopment Law of the State of California, and for other municipal and public purposes,
hereby grants to ________________________, a California _________________, herein called
“Grantee”, the real property described in Exhibit “A” attached hereto (“Developer Parcel”) and
incorporated herein by this reference, subject to the existing easements, restrictions and
covenants of record described therein and consistent with the obligations of the Grantee and the
Grantor under the DDA.
1. Conveyance in Accordance With Redevelopment Plan, Disposition and
Development Agreement. The Developer Parcel is conveyed in accordance with and subject to
the Redevelopment Plan and the Disposition and Development Agreement dated as of
_____________________, 2012 and entered into by and between the Grantor (“City” therein)
and the Grantee (“Developer” therein) (the “DDA”), a copy of which is on file in the offices of
the City Clerk of Grantor as a public record and which is incorporated herein by reference. DDA
as used herein shall mean, refer to and include the DDA, as well as any riders, exhibits, addenda,
implementation agreements, amendments and attachments thereto or other documents expressly
ATTACHMENT 3
149Page 2 of 8
Grant Deed v1
incorporated by reference in the DDA. Any capitalized term not herein defined shall have the
same meaning ascribed to such term in the DDA. All of the terms, covenants and conditions of
this Grant Deed shall be binding upon the Grantee and the permitted successors and assigns of
the Grantee. Whenever the term “Grantee” is used in this Grant Deed, such term shall include
any other successors and assigns as herein provided.
2. Uses. In accordance with the DDA and the plans approved by the Grantor, the
Grantee shall develop and construct on the Developer Parcel a four level high quality office and
retail complex with an Elevated Plaza and “Grand Stairs”, providing approximately 115,108
square feet of gross building area consisting of approximately 47,638 square feet dedicated to
retail and restaurant uses and approximately 55,470 gross square feet dedicated to office use and
including public restrooms and a storage area, in addition to approximately 18,990 square feet of
open space, and subterranean parking (“Parcel B Improvements”), as more fully set forth in the
DDA. In addition, as required by the DDA and subject to the approval of the Grantor, the
Grantee shall, in conjunction with the development of the Parcel B Improvements, develop and
construct on that certain real property owned and retained by the Grantor and located adjacent to
the Developer Parcel certain subterranean public parking improvements (“Public Parking
Improvements”), as more fully set forth in the DDA. The Grantee hereby covenants and agrees
for itself, its successors, its assigns, and every successor in interest to the Developer Parcel or
any part thereof, that upon the date of this Grant Deed and during construction through
Completion of development and thereafter, the Grantee shall develop, maintain, use and devote
the Developer Parcel to the uses specified in the DDA including, without limitation, operational
and maintenance covenants and covenants reserved for the benefit of the Grantor and the public,
uses provided in that certain Reciprocal Easement Agreement executed by and between the
Grantor and Grantee and recorded against the Developer Parcel pursuant to the DDA, the
Redevelopment Plan and this Grant Deed and in accordance with plans approved therefore by the
Grantor, for the periods of time specified therein. All uses conducted on the Developer Parcel,
including, without limitation, all activities undertaken by the Grantee pursuant to the DDA, shall
conform to the DDA, the Redevelopment Plan, plans approved by the Grantor, and all applicable
provisions of the Culver City Municipal Code. The foregoing covenants shall run with the land.
3. Restrictions on Transfer. The Grantee further agrees as follows:
a. For the period commencing upon the date of this Grant Deed, no voluntary
or involuntary successor in interest of the Grantee shall acquire any rights or powers under the
DDA or this Grant Deed, nor shall the Grantee make any total or partial sale, transfer,
conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the
Developer Parcel without the prior written approval of the Grantor or as otherwise permitted
pursuant to the DDA.
b. The Grantee shall not place or suffer to be placed on the Developer Parcel
any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance
required for financing of the construction of the improvements on the Developer Parcel, and any
other expenditures necessary and appropriate to develop the Developer Parcel pursuant to the
DDA.
ATTACHMENT 3
150Page 3 of 8
Grant Deed v1
4. Nondiscrimination. The Grantee herein covenants by and for itself, its heirs,
executors, administrators and assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the
Grantee itself or any person claiming under or through the Grantee, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land
herein conveyed. The foregoing covenants shall run with the land.
The Grantee shall refrain from restricting the rental, sale or lease of the Developer
Parcel on the basis of race, color, religion, sex, marital status, ancestry or national origin of any
person. All such deeds, leases or contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:
(a) In deeds: “The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The foregoing covenants shall run with the land.”
(b) In leases: “The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any
person or group of persons, on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry in the
leasing, subleasing, transferring, use, occupancy, tenure, or
enjoyment of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under or through him or
her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use, or occupancy of tenants, lessees, sublessees,
subtenants, or vendees in the premises herein leased.”
(c) In contracts: “There shall be no discrimination against or segregation of,
any person, or group of persons on account of race, color, creed, religion, sex, marital status,
national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the transferee himself or herself or any person claiming
under or through him or her, establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the premises.”
5. Reserved.
ATTACHMENT 3
151Page 4 of 8
Grant Deed v1
6. Violations Do Not Impair Liens. No violation or breach of the covenants,
conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or
render invalid or in any way impair the lien or charge of any mortgage or deed of trust or
security interest permitted by the DDA; provided, however, that any subsequent owner of the
Developer Parcel shall be bound by such remaining covenants, conditions, restrictions,
limitations and provisions, whether such owner’s title was acquired by foreclosure, deed in lieu
of foreclosure, trustee’s sale or otherwise.
7. Covenants Run With Land. All covenants contained in this Grant Deed shall be
covenants running with the land. All of the Grantee’s obligations and covenants hereunder
except as provided hereunder and the DDA shall remain in effect in perpetuity.
8. Covenants For Benefit of Grantor. All covenants without regard to technical
classification or designation, legal or otherwise, shall be, to the fullest extent permitted by law
and equity, binding for the benefit of the Grantor, its successors and assigns, and such covenants
shall run in favor of, and be enforceable by, the Grantor, its successors and assigns, against
Grantee, its successors and assigns, to or of the Developer Parcel conveyed herein or any portion
thereof or any interest therein, and any party in possession or occupancy of the Developer Parcel
or portion thereof, for the entire period during which such covenants shall be in force and effect,
without regard to whether the Grantor is or remains an owner of any land or interest therein to
which such covenants relate. The Grantor, its successors and assigns, in the event of any breach
of any such covenants, shall have the right to exercise all the rights and remedies and to maintain
any actions at law or suits in equity or other proper proceedings to enforce the curing of such
breach.
9. Revisions to Grant Deed. Both the Grantor, its successors and assigns, and the
Grantee and Grantee’s successors and assigns in and to all or any part of the fee title to the
Developer Parcel shall have the right with the mutual consent of the Grantee and Grantor to
consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, or
restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement
holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or
entity having any interest less than a fee in the Developer Parcel. However, the Grantee is
obligated to give written notice to and obtain the consent of any first mortgagee prior to consent
or agreement between the parties concerning such changes to this Grant Deed. The covenants
contained in this Grant Deed, without regard to technical classification, shall not benefit or be
enforceable by any owner of any other real property within or outside the Project Area, or any
person or entity having any interest in any other such realty. No amendment to the
Redevelopment Plan shall require the consent of the Grantee.
10. Right of Reverter. The Grantor shall have the right, at its option, to re-enter and
take possession of the Developer Parcel conveyed by the Grantee to the Grantor, with all
improvements thereon, and terminate and revest in the Grantor the estate theretofore conveyed to
the Grantee, and Grantee shall thereupon forfeit its title to the Developer Parcel and all
improvements thereon if, after Conveyance of title and prior to recordation of the Release of
Construction Covenants, the Grantee (or its successors in interest):
ATTACHMENT 3
152Page 5 of 8
Grant Deed v1
(a) Fails to proceed with the construction of Improvements as required by the
DDA for a period of three (3) months, plus any extension as may be granted pursuant to Section
806 of the DDA, after written notice thereof from the Grantor.
(b) Abandons or substantially suspends construction of improvements for a
period of three (3) months after written notice of such abandonment or suspension from the
Grantor.
(c) Transfers or suffers any involuntary Transfer of the Developer Parcel, or
any part thereof, or effects a Change of Control in violation of the DDA.
Such right to re-enter, repossess, terminate and revest shall be subject to and be
limited by and shall not defeat, render invalid, or limit:
(i) Any mortgage, deed or trust or other security instrument permitted by the
DDA.
(ii) Any rights or interests provided in the DDA for the protection of the
holder of such mortgages, deeds of trust or other security instruments.
Upon issuance and recordation of a Release of Construction Covenants for the
Improvements to be constructed on any applicable portion of the Developer Parcel, the Grantor’s
right to reenter, terminate and revest as to such portion of the Developer Parcel shall terminate,
and the Grantor shall only be entitled to reenter, terminate and revest with respect to the other
parcels within the Developer Parcel for which no Release of Construction Covenants has been
issued and recorded.
Upon the revesting in the Grantor of title to the Developer Parcel as provided
herein, the Grantor shall, pursuant to its responsibilities under State law, use its best efforts to
resell the Developer Parcel or part thereof as soon and in such manner as the Grantor shall find
feasible and consistent with the objectives of such law and of the Redevelopment Plan to a
qualified and responsible party or parties (as determined by the Grantor), who will assume the
obligation of making or completing the Improvements, or such improvements in their stead as
shall be satisfactory to the Grantor and in accordance with the uses specified for such Developer
Parcel or part thereof in the Redevelopment Plan. Upon such resale of the Developer Parcel, the
proceeds thereof shall be applied:
(x) First, to reimburse the Grantor on its own behalf or on behalf of The
Culver City Redevelopment Agency (“Agency”) for all reasonable and necessary costs and
expenses incurred by the Grantor, including but not limited to, salaries of personnel employed or
utilized in connection with the recapture, management and resale of the Developer Parcel or part
thereof (but less any income derived by the Grantor from the Developer Parcel or part thereof in
connection with such management); all taxes, assessments and water and sewer charges with
respect to the Developer Parcel or part thereof (or, in the event the Developer Parcel is exempt
from taxation or assessment or such charges during the period of ownership to such taxes,
assessments or charges (as determined by the Grantor’s assessing official) as would have been
payable if the Developer Parcel were not so exempt); any payments made or necessary to be
made to discharge to prevent from attaching or being made any subsequent encumbrances or
ATTACHMENT 3
153Page 6 of 8
Grant Deed v1
liens due to obligations, defaults or acts of the Grantee, its successors or transferees; any
expenditures made or obligations incurred with respect to the making or completion of the
improvements or any part thereof on the Developer Parcel or party thereof; and any amounts
otherwise owing the Grantor by the Grantee and its successor or transferee; and
(y) Second, to reimburse the Grantee, its successor or transferee up to the
amount equal to (1) the sum of the final purchase price paid to the Grantor by the Grantee for the
Developer Parcel; (2) the costs incurred for the development of the Developer Parcel and for the
improvements existing on the Developer Parcel at the time of the re-entry and repossession, less
(3) any gains or income withdrawn or made by the Grantee from the Developer Parcel or the
improvements thereon.
(z) Finally, any balance remaining after such reimbursements shall be retained
by the Grantor as its property.
Upon the revesting in the Grantor of title to the Developer Parcel as provided
herein, the Grantor shall also be entitled to exercise all of its rights under the Assignment of
Construction Contract (Attachment No. 8 to the DDA) and the Assignment of Plans, Reports and
Data (Attachment No. 9 to the DDA).
To the extent that the rights established herein involve a forfeiture, it must be
strictly interpreted against the Grantor, the party for whose benefit the right of reverter is created.
The right of reverter and other rights established herein are to be interpreted in light of the fact
that such right is expressly authorized by California Health and Safety Code Section 33438 and
in light of the fact that the Grantor is conveying the Developer Parcel to the Grantee for
development of the Project as set forth in the DDA and not for speculation.
11. No Merger. None of the terms, covenants, agreements or conditions heretofore
agreed upon in writing in other instruments between the parties to this Grant Deed with respect
to obligations to be performed, kept or observed by Grantee or Grantor in respect to Developer
Parcel or any part thereof after the conveyance of said Developer Parcel shall be deemed to be
merged with this Grant Deed.
[Signatures On Next Page]
ATTACHMENT 3
154
Page 7 of 8
Grant Deed v1
IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers hereunto duly authorized this ____ day of
_______________, 2012.
“GRANTOR”
THE CITY OF CULVER CITY,
a charter city of the State of California
Date: __________________ By: ________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Carol Schwab
City Attorney
By: _________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
[Signatures Continue On Next Page]
ATTACHMENT 3
155
Page 8 of 8
Grant Deed v1
Grantee hereby accepts the written deed, subject to all of the matters hereinbefore set forth.
“GRANTEE”
____________________________________
____________________________________
Date: ____________________ By: _________________________________
ATTACHMENT 3
156
State of California )
)
County of Los Angeles )
On __________________, 2012 before me, ______________________(here insert name of the
officer), Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
State of California )
)
County of Los Angeles )
On __________________, 2012 before me, ______________________(here insert name of the
officer), Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
ATTACHMENT 3
157
EXHIBIT “A”
LEGAL DESCRIPTION
9300 Culver Boulevard, Culver City, California
(Developer Parcel)
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 1, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO.3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
158
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED INDEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11,1982 AS INSTRUMENT NO.
82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
ATTACHMENT 3
159
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J.MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
160
ATTACHMENT NO. 6
RELEASE OF CONSTRUCTION COVENANTS
[See Attached]
ATTACHMENT 3
161
Page 1 of 7
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
THE CITY OF CULVER CITY
9770 Culver Boulevard
Culver City, California 90232-0507
Attn: Sol Blumenfeld,
Community Development Director
SPACE ABOVE THIS LINE FOR RECORDING USE
Parcel Number: OFFICIAL BUSINESS
Document Entitled to Free Recording
Per Government Code §§ 6103 & 27383
RELEASE OF CONSTRUCTION COVENANTS
THIS RELEASE OF CONSTRUCTION COVENANTS (“Release”) is hereby
made as of this day of , 201_, by THE CITY OF CULVER CITY, a charter
city of the State of California (“City”) in favor of COMBINED/HUDSON 9300
CULVER LLC, a Delaware limited liability company (“Developer”).
RECITALS
WHEREAS, the City and the Developer entered into a Disposition and
Development Agreement dated ________________, 2012 which was approved by the
City Council of the City on ________________, 2012 pursuant to Resolution No. R-
_________ and filed as Document No. _________________ in the official records of the
City Clerk for the City (“DDA”) relating to, among other things, that certain real property
located in the City of Culver City, County of Los Angeles, State of California and legally
described in Exhibit “A” attached hereto and incorporated herein by this reference
(“Developer Parcel”), for the specific purpose of developing certain improvements on the
Developer Parcel and adjacent to the Developer Parcel (“Project”) in accordance with the
terms and conditions contained in the DDA. Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the DDA; and
WHEREAS, pursuant to the DDA, the City delivered a Grant Deed dated
_____________ conveying title of the Developer Parcel, which was accepted by the
Developer and recorded in the Official Records of the Los Angeles County-Registrar on
_____________________, as Document No. ______________ (“Grant Deed”); and
WHEREAS, in accordance with and pursuant to Section 413 of the DDA, upon
the Completion of the Project and upon the request of the Developer, the City shall issue
for recordation against the Developer Parcel a Release of Construction Covenants
acknowledging the Developer’s satisfactory completion of the construction of the Project
in accordance with the DDA; and
ATTACHMENT 3
162Page 2 of 3
Release of Construction Covenants v2
WHEREAS, the Developer has satisfactorily completed the construction of the
Project as required by the DDA and has requested that the City issue the Release for the
Project; and
WHEREAS, the City has inspected and determined that the construction required
by the DDA has satisfactorily been completed and now desires to issue the Release
pursuant to the terms and conditions of the DDA.
NOW THEREFORE, it is hereby acknowledged and certified by the City that:
1. The construction of the Project has been fully and satisfactorily performed
and completed in accordance with the DDA.
2. After the recordation of this Release, any person or entity then owning or
thereafter purchasing, or otherwise acquiring any interest in the Developer Parcel will not
(because of such ownership, purchase, or acquisition) incur any obligation or liability
under the DDA to construct the Project; however, such party shall be bound by any and
all of the covenants, conditions, and restrictions concerning the use, maintenance and
operation of the Developer Parcel which survive the recordation of this Release.
3. Nothing contained in this instrument shall modify any provisions of the
DDA.
3. This Release is not a notice of completion as referred to in Section 3093 of
the California Civil Code.
IN WITNESS WHEREOF, the City has executed this Release as of the date set
forth above.
“CITY”
THE CITY OF CULVER CITY,
a charter city of the State of California
By: ________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
[Signatures Continue On Next Page]
ATTACHMENT 3
163Page 3 of 3
Release of Construction Covenants v2
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: ________________________________
Carol Schwab
City Attorney
By: ________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
ATTACHMENT 3
164
State of California )
)
County of Los Angeles )
On __________________, 2012 before me, ______________________(here insert name of the
officer), Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
State of California )
)
County of Los Angeles )
On __________________, 2012 before me, ______________________(here insert name of the
officer), Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
ATTACHMENT 3
165
EXHIBIT “A”
LEGAL DESCRIPTION
9300 Culver Boulevard, Culver City, California
(Developer Parcel)
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 1, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO.3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
166
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED INDEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11,1982 AS INSTRUMENT NO.
82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
ATTACHMENT 3
167
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J.MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
168
ATTACHMENT NO. 7
MEMORANDUM OF RIGHT OF FIRST OFFER
[See Attached]
ATTACHMENT 3
169
Page 1 of 2
ATT No 7 - Memorandum of Right of First Offer v2.doc
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
THE CITY OF CULVER CITY
9770 Culver Boulevard
Culver City, California 90232-0507
Attn: Sol Blumenfeld,
Community Development Director
SPACE ABOVE THIS LINE FOR RECORDING USE
Parcel Number: OFFICIAL BUSINESS
Document Entitled to Free Recording
Per Government Code §§ 6103 & 27383
MEMORANDUM OF RIGHT OF FIRST OFFER
(DEVELOPER PARCEL)
THIS MEMORANDUM OF RIGHT OF FIRST OFFER (“Memorandum of Right of
First Offer”) is executed in connection with that certain Disposition and Development
Agreement dated as of ___________________, 2012 and entered into by and between the
undersigned COMBINED/CULVER 9300 CULVER LLC, a Delaware limited liability company
(“Developer”) and THE CITY OF CULVER CITY, a charter city of the State of California
(“City”) (“DDA”), relating to, among other things, that certain real property located in the City
of Culver City, County of Los Angeles, State of California and legally described in Exhibit “A”
attached hereto and incorporated herein by this reference (“Developer Parcel”), for the specific
purpose of developing certain improvements on the Developer Parcel and adjacent to the
Developer Parcel (“Project”) in accordance with the terms and conditions contained in the DDA.
Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the
DDA.
Pursuant to Sections 600 through 602 of the DDA, the Developer granted to the City the
right of first offer to purchase the Developer Parcel, and any portion thereof, at a price and under
the terms and conditions described in detail in the DDA, the terms of which bind the heirs,
successors, and assigns of the Developer.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
ATTACHMENT 3
170
Page 2 of 2
ATT No 7 - Memorandum of Right of First Offer v2.doc
“DEVELOPER”
__________________________________,
a California limited liability company
By: _________________________
“CITY”
THE CITY OF CULVER CITY, a charter city
of the State of California
By: _________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: _________________________________
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Carol Schwab
City Attorney
By: _________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
ATTACHMENT 3
171
State of California )
)
County of Los Angeles )
On __________________, ____ before me, ______________________(here insert name
of the officer), Notary Public, personally appeared
, who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
State of California )
)
County of Los Angeles )
On __________________, _____ before me, ______________________(here insert
name of the officer), Notary Public, personally appeared
, who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
ATTACHMENT 3
172
EXHIBIT “A”
LEGAL DESCRIPTION
9300 Culver Boulevard, Culver City, California
(Developer Parcel)
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows:
PARCEL 1, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON
APRIL 15, 2008 IN BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY,
CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY
BE PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED
RECORDED JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE
208, OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL,
HOLE, SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES
SHALL NOT BE LOCATED WITHIN THE WASHINGTON-CULVER
REIMPROVEMENT PROJECT NO.3, AS RECORDED ON NOVEMBER 26, 1975 AS
INSTRUMENT NO. 4313 OF LOS ANGELES COUNTY RECORDS, STATE OF
CALIFORNIA AND SHALL NOT PENETRATE ANY PART OF OR PORTION OF
SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY,
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE
OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE
HUNDRED (500) FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED BY ALICE R. SKOOG AND WILLIAM
ARTHUR SKOOG, AS CO-TRUSTEES OF THE ESTATE OF JOHN L. SKOOG,
ATTACHMENT 3
173
DECEASED IN DEED RECORDED JULY 30, 1980 AS INSTRUMENT NO. 80-
723166.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND
OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL
PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF
THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED AUGUST 20,
1980 AS INSTRUMENT NO. 80-799836, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND
OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL
PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED IN DEED RECORDED OCTOBER 31, 1980 AS
INSTRUMENT NO. 80-1090011, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND
OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE
DESCRIBED REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE,
USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY PORTION OF
SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY HELEN GRIFFIN FORKE, STANLEY MOCK, ROBERT
HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS INSTRUMENT NO.
81-1217854, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE
DESCRIBED REAL PROPERTY. BUT WITHOUT ANY RIGHT TO PENETRATE,
USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY PORTION OF
SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED INDEED RECORDED JANUARY 8, 1982 AS
INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE
HUNDRED (500) FEET OF THE SURFACE THEREOF, BY DEED RECORDED
FEBRUARY 11,1982 AS INSTRUMENT NO. 82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT
TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
ATTACHMENT 3
174
THEREOF, AS RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984
AS INSTRUMENT NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT
TO PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED
BY BILL MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT
TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF
THE SURFACE THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND
STANLEY J.MOCK, IN DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO.
84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT
TO PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA
PRASAD AND FAISUN N. PRASAD, IN DEED RECORDED DECEMBER 26, 1984
AS INSTRUMENT NO. 84-1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL
PROPERTY. BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF THE SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN
THE DEED RECORDED JANUARY 24, 1986 AS INSTRUMENT NO. 86-98190,
OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
THE SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500
FEET OF THE SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO
AND MODESTA ALONSO, BY DEED RECORDED JUNE 23, 1986 AS
INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
THE SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN 500
FEET OF THE SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO,
ATTACHMENT 3
175
IN DEED RECORDED JULY 11, 1989 AS INSTRUMENT NO. 891097116, OFFICIAL
RECORDS.
ATTACHMENT 3
176
ATTACHMENT NO. 8
ASSIGNMENT OF CONSTRUCTION CONTRACT
[See Attached]
ATTACHMENT 3
177
Assignment of Construction Contract v2
ASSIGNMENT OF CONSTRUCTION CONTRACTS
For Valuable Consideration, receipt of which is hereby acknowledged,
COMBINED/HUDSON 9300 CULVER LLC, a Delaware limited liability company
(“Developer”), as additional security for its obligations under that certain Disposition and
Development Agreement (“DDA”), dated as of __________________, 2012 to which the
Developer and THE CITY OF CULVER CITY, a charter city of the State of California (“City”)
are parties, hereby assigns to the City all of the Developer’s rights, title and interest, but not its
obligations, in, under and to a construction contract between the Developer and
________________________, a California corporation (“Contractor”) dated
_____________________, upon the following terms and conditions. The DDA as used herein
shall mean, refer to and include the DDA, as well as any riders, exhibits, addenda,
implementation agreements, amendments and attachments thereto or other documents expressly
incorporated by reference in the DDA. Any capitalized term not herein defined shall have the
same meaning ascribed to such term in the DDA.
A. The Developer is the owner of that certain real property described in Exhibit “A-
1” attached hereto and incorporated herein by this reference (“Developer Parcel”), on which the
Developer intends to construct certain of those certain Improvements and the Project defined and
described in the DDA. The City is the owner of that certain real property adjacent to the
Developer Parcel and described in Exhibit “A-2” attached hereto and incorporated herein by this
reference (“City Parcel”), on which the Developer intends to construct certain of those certain
Improvements and the Project defined and described in the DDA.
B. Pursuant to and in accordance with the DDA, the City has agreed to convey the
Developer Parcel to the Developer for development of the Improvements and the Project on the
Developer Parcel, and on the City Parcel as applicable and required by the DDA. As a
requirement of the DDA and in order to protect the City’s right in the event the Developer Parcel
reverts to the City, the City has required that the Developer execute and deliver this Assignment
of Construction Contracts (“Assignment”) to the City as security for the performance of the
Developer’s obligations under the DDA. All of the terms and agreements contained in this
Assignment shall be binding upon the Developer and Developer’s successors and assigns.
NOW THEREFORE, the Developer hereby agrees, for itself and its successors and
assigns, as follows:
1. The Developer hereby assigns, conveys and transfers to the City, as security for
the Developer’s obligations under the DDA, all of the Developer’s rights, title, interest, privilege,
benefit and remedies in, to and under the following:
(a) the construction contract and any other agreements with Contractor listed
in Exhibit “B” attached hereto and incorporated herein by this reference (collectively,
“Construction Contract”); and
(b) all other agreements now or hereafter entered into by the Developer with
Contractor in connection with construction of the Improvements and the Project; and
ATTACHMENT 3
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Contract v2.docx
-2-
(c) any and all present and future amendments, modifications, supplements,
change orders and addenda to any of the items described in clauses (a) and (b) above.
A complete copy of each document listed on Exhibit “B” shall be provided to the
City concurrently with delivery of this Assignment. Each of the agreements described above in
this Section 1 is referred to herein as an “Agreement.”
2. (a) The Developer agrees to obtain and deliver to the City, concurrently with
delivery of this Assignment, a Consent to Assignment from the Contractor substantially in the
form attached hereto as Exhibit “C” and incorporated herein by this reference (“Consent”).
(b) This Assignment and the Consent hereto do not relieve the Developer of
its obligations under the Construction Contract. The City does not hereby assume any of the
Developer’s obligations or duties concerning any Construction Contract including, without
limitation, any obligation to pay for the work done pursuant thereto.
3. Upon the occurrence of an Event of Default by the Developer under the DDA
resulting in the City’s exercise of its right of reverter under Section 713 of the DDA, the City
may, at its option and with no obligation, upon written notice to the appropriate Contractor,
exercise any or all of the rights and remedies granted to the Developer under the Construction
Contract as if the City had been an original party to such Construction Contract. The City may
elect to assume some or all of the obligations of the Developer under the Construction Contract
by giving notice to that effect to the Contractor; provided, however, that the City shall not be
responsible for any default, liability, or obligation of the Developer under the Construction
Contract occurring prior to the time the City gives such notice to the Contractor, and the City
shall thereafter be responsible only to the extent expressly set forth in said notice.
4. The Developer hereby irrevocably constitutes and appoints the City as its
attorney-in-fact, which power is coupled with an interest, so that the City shall have the right
upon the exercise of its right of reverter to demand, receive and enforce the Developer’s rights
with respect to the Construction Contract, to give appropriate receipts, releases and satisfactions
for and on behalf of the Developer, and to do any and all acts in the name of the Developer or in
the name of the City with the same force and effect as the Developer could have done.
5. The Developer hereby represents and warrants to the City that, except for any
assignment as may be required by the Developer’s construction lender for the Project, the
Developer has not made any previous assignment of the Construction Contract, and Developer
agrees not to assign, sell, pledge, transfer or otherwise encumber its interest in the Agreements so
long as this Assignment is in effect. The Developer represents and warrants that the copy of the
Construction Contract provided by the Developer to the City shall be the complete and entire
agreement between the parties thereto. The Developer agrees not to modify the Construction
Contract without the City’s written consent, except to the extent otherwise permitted in the DDA.
6. If any provision of this Assignment shall be invalid, illegal or unenforceable, it
shall not affect or impair the validity, legality and enforceability of the other provisions of this
Assignment or of the DDA. This Assignment may not be amended, modified or changed, nor
shall any waiver of any provision hereof be effective, except by a written instrument signed by
ATTACHMENT 3
179ATT No 8 - Assignment of Construction
Contract v2.docx
-3-
the party against whom enforcement of the waiver, amendment, change, or modification is
sought.
7. The Developer shall indemnify and hold harmless the City against any liabilities,
claims, costs or expenses, including reasonable attorneys’ fees (including the market value of
services of in-house counsel), incurred by the City as a result of this Assignment or the City’s
exercise of its rights hereunder. The indemnity contained in this section shall not extend to any
actions, suits, claims, demands, liabilities, losses, damages, obligations, costs or expenses caused
as a result of the City’s gross negligence or willful misconduct.
8. This Assignment shall be binding upon the Developer and the Developer’s
successors, legal representatives and assigns, and shall inure to the benefit of the City, its
successors and assigns, including any purchaser upon foreclosure of the deed of trust securing
any loan contemplated by the DDA, any receiver in possession of the property described therein,
and any corporation formed by or on behalf of the City which assumes the City’s rights and
obligations under the DDA.
9. Upon the due recordation of a Release of Construction Covenants in accordance
with the DDA, this Assignment shall automatically terminate.
10. This Assignment shall be governed by and construed in accordance with the laws
of the State of California.
[Signatures On Next Page]
ATTACHMENT 3
180
ATT No 8 - Assignment of Construction Contract v2.docx
IN WITNESS WHEREOF, the Developer has caused this Assignment to be executed as
of the date first set forth above.
DEVELOPER:
COMBINED/HUDSON 9300 CULVER LLC,
a Delaware limited liability company
By: Combined Culver Venture LLC,
a Delaware limited liability company,
its managing member
Date: __________________ By: ____________________________
Name: _________________________
Its: ____________________________
By: Hudson 9300 Culver, LLC,
a Delaware limited liability company,
its managing member
By: Hudson Pacific Properties, L.P.,
a Maryland limited partnership,
its sole member
By: Hudson Pacific Properties, Inc.,
a Maryland corporation,
its general partner
Date: __________________ By: ____________________________
Name: __________________________
Title: ___________________________
ATTACHMENT 3
181
EXHIBIT “A-1”
LEGAL DESCRIPTION
DEVELOPER PARCEL
9300 Culver Boulevard, Culver City, California
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 1, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO.3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
182
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED INDEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11,1982 AS INSTRUMENT NO.
82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
ATTACHMENT 3
183
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J.MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
184
EXHIBIT “A-2”
LEGAL DESCRIPTION
CITY PARCEL
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 2, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO. 3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
185
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854 OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11, 1982 AS INSTRUMENT
NO. 82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
ATTACHMENT 3
186
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J. MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
187
EXHIBIT “B”
LIST OF CONSTRUCTION CONTRACTS
[to be inserted]
ATTACHMENT 3
188
EXHIBIT “C”
FORM OF
CONSENT TO ASSIGNMENT OF CONSTRUCTION CONTRACTS
The undersigned hereby consents to that certain Assignment of Construction Contracts
(“Assignment”) dated as of even date herewith, executed by _________________________, a
California limited liability company (“Developer”) for the benefit of THE CITY OF CULVER
CITY, a charter city of the State of California (“City”), and agrees to perform pursuant to the
terms and conditions of the undersigned’s Construction Contract and/or Agreement with the
Developer described in Exhibit “B” attached to said Assignment. If requested by the City in the
exercise of its rights under the Assignment, the undersigned shall continue to perform its
obligations under its Construction Contract and/or Agreement for which the undersigned shall be
compensated in accordance with such document. The undersigned agrees that, upon request by
the City, the undersigned shall provide a complete list of all of its subcontractors in connection
with work for or on the Developer Parcel and the City Parcel done or to be done pursuant to the
DDA and shall cooperate to provide and permit access to the City or its agents for inspection of
the Site and the work in process. The undersigned also agrees that, in the event of a breach by
the Developer of any of the terms and conditions of said Construction Contract and/or
Agreement, the undersigned will give prompt written notice of such breach to the City at the
City’s address set forth below. The City shall have sixty (60) calendar days from the receipt of
such notice of default to remedy or cure said default; provided, however, that neither the
Assignment nor this Consent shall require the City to cure said default, but the City shall, in its
sole discretion, have the option to do so but without the obligation therefor. The undersigned
acknowledges that the City is relying on this Consent and the assurances herein in conveying the
Developer Parcel to the Developer and approving the DDA and that this Consent shall also be for
the benefit of and bind any assignee or successors of the City and the undersigned. All
capitalized terms used in this Consent shall have the same meaning as in the Assignment. The
Construction Contract and/or Agreement between the Developer and the undersigned is in full
force and effect as of the date hereof.
Dated as of ____________, 20__ __________________________________,
a California corporation
By: _______________________________
Name: ____________________________
Title: _____________________________
ATTACHMENT 3
189
Contractor’s Address:
_________________________
_________________________
_________________________
_________________________
City’s Address: THE CITY OF CULVER CITY
9770 Culver Boulevard
Culver City, California 90232-0507
Attn: Sol Blumenfeld,
Community Development Director
ATTACHMENT 3
190
ATTACHMENT 3
191
ATTACHMENT NO. 9
ASSIGNMENT OF PLANS, REPORTS AND DATA
[See Attached]
ATTACHMENT 3
192
Assignment of Plans, Reports and Data v3 Page 1 of 4
ASSIGNMENT OF PLANS, REPORTS AND DATA
FOR VALUE RECEIVED, receipt of which is hereby acknowledged,
COMBINED/HUDSON 9300 CULVER LLC, a Delaware limited liability company
(“Developer”), does hereby, pursuant to this Assignment of Plans, Reports and Data
(“Assignment”) assign, pledge, transfer and set over to THE CITY OF CULVER CITY, a
charter city of the State of California (“City”), all of its rights, title and interest in and to the
following (collectively, “Plans, Reports and Data”): any and all plans, drawings, studies, reports
and related documents concerning the Site (collectively, “Developer Parcel” and “City Parcel”
defined below), and all amendments, modifications, supplements, general conditions and
addenda thereto, including, without limitation, Environmental Reports (defined below), all
architectural and engineering plans, any architect’s agreement entered into hereafter
(“Architect’s Agreement”) by and between the Developer and any architect engaged to perform
services with respect to the Site (“Architect”) and those certain plans and specifications referred
to therein, and all amendments, modifications, supplements, general conditions and addenda
thereto (collectively, “Architectural Plans”) prepared by the Architect for the account of the
Developer in connection with the development of certain real property located in the City of
Culver City, County of Los Angeles, State of California more particularly described on Exhibit
“A-1” attached hereto and incorporated herein by this reference (“Developer Parcel”) and on
Exhibit “A-2” attached hereto and incorporated herein by this reference (“City Parcel”). The
Plans, Reports and Data, including, without limitation, the Architect’s Agreement and the
Architectural Plans, are hereby assigned as consideration for the City’s execution of that certain
Disposition and Development Agreement dated _____________________, 2012 and entered into
by and between the Developer and the City (“DDA”). All capitalized terms not defined herein
shall have the meaning set forth in the DDA. For purposes hereof, “Environmental Reports”
means any “Phase I” and/or “Phase II” investigations of the Site, and all final reports and test
results (not including drafts) provided by the Developer’s environmental consultant.
Upon the occurrence and during the continuance of a default under the DDA, the City
shall have the right, but not the obligation, at any time, in its own name or in the name of the
Developer, or otherwise, to take such action as the City may at any time or from time to time
determine to be necessary or desirable in order to cure any default by the Developer under the
Architect’s Agreement, including, without limitation, the protection of the Developer’s rights
with respect to the Architectural Plans or to protect the rights of the Developer thereunder. The
City shall not incur any liability if any action taken by the City or on its behalf in good faith,
pursuant to the foregoing sentence, shall prove to be, in whole or in part inadequate or invalid,
and the Developer hereby indemnifies and agrees to hold the City harmless from and against any
and all loss, claim, demand, cost, liability, damage or expense, including, without limitation,
attorneys’ fees and expenses in connection with any such action or actions. The Developer
agrees to have each Architect engaged to perform services in connection with the Site execute a
Consent in the form attached hereto.
Upon a termination of the DDA, the City may exercise its rights hereunder and take
possession of and title to the Plans, Reports and Data. The Developer shall deliver possession of
ATTACHMENT 3
193Assignment of Plans, Reports and Data v3 Page 2 of 4
and title to the Plans, Reports and Data to the City within forty-eight (48) hours of the City’s
request.
The Developer and Architect, by executing the Consent to this Assignment, agree that the
City does not assume any of the Developer’s obligations or duties concerning the Architect’s
Agreement and the Architectural Plans, including, but not limited to, the obligation to pay for the
preparation of the Architect’s Agreement and the Architectural Plans at the City’s request, until
and unless the City shall exercise its rights hereunder.
The Developer hereby represents and warrants to the City that no previous assignment of
its interest in the Plans, Reports and Data, including, without limitation, the Architect’s
Agreement and the Architectural Plans, has been made, and the Developer agrees not to assign,
sell, pledge, transfer, mortgage or otherwise encumber its interest in the Plans, Reports and Data,
including, without limitation, the Architect’s Agreement and the Architectural Plans, so long as
this Assignment is in effect.
This Assignment shall be binding upon and inure to the benefit of the heirs, legal
representatives, assigns, or successors in interest of the Developer and the City.
[Signatures on Following Page]
ATTACHMENT 3
194Assignment of Plans, Reports and Data v3 Page 3 of 4
IN WITNESS WHEREOF, the Developer has caused this Assignment of Plans, Reports
and Data to be executed as of ______________, _____.
DEVELOPER:
COMBINED/HUDSON 9300 CULVER LLC,
a Delaware limited liability company
By: Combined Culver Venture LLC,
a Delaware limited liability company,
its managing member
Date: __________________ By: ____________________________
Name: _________________________
Its: ____________________________
By: Hudson 9300 Culver, LLC,
a Delaware limited liability company,
its managing member
By: Hudson Pacific Properties, L.P.,
a Maryland limited partnership,
its sole member
By: Hudson Pacific Properties, Inc.,
a Maryland corporation,
its general partner
Date: __________________ By: ____________________________
Name: __________________________
Title: ___________________________
ATTACHMENT 3
195Assignment of Plans, Reports and Data v3 Page 4 of 4
CONSENT
The undersigned has prepared or will prepare the Architectural Plans, and hereby
consents to the above Assignment. The undersigned also agrees that in the event of a breach by
the Developer of any of the terms and conditions of the Architect’s Agreement or any other
agreement entered into with the undersigned in connection with the Architectural Plans, that so
long as the Developer’s interest in the Architectural Plans is assigned to the City, the
undersigned will give written notice to the City of such breach. The City shall have sixty (60)
calendar days from the receipt of such notice of default to remedy or cure said default; however,
nothing herein shall require or obligate the City to cure said default, but only gives it the option
to do so.
The undersigned also agrees that in the event of default by the Developer under any of
the documents or instruments entered into in connection with said Architect’s Agreement, the
undersigned, at the City’s request, shall continue performance under the Architect’s Agreement
in accordance with the terms hereof, provided that the undersigned shall be reimbursed in
accordance with the Architect’s Agreement for all services rendered on the City’s behalf.
Dated:
ARCHITECT:
___________________________________
By:
Name:
Title:
ATTACHMENT 3
196
EXHIBIT “A-1”
LEGAL DESCRIPTION
DEVELOPER PARCEL
9300 Culver Boulevard, Culver City, California
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 1, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO.3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
197
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED INDEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11,1982 AS INSTRUMENT NO.
82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
ATTACHMENT 3
198
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J.MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
199
EXHIBIT “A-2”
LEGAL DESCRIPTION
CITY PARCEL
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 2, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO. 3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
200
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854 OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11, 1982 AS INSTRUMENT
NO. 82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
ATTACHMENT 3
201
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J. MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
202
ATTACHMENT NO. 10
PARKING LICENSE
[See Attached]
ATTACHMENT 3
203PARKING LICENSE
(Ince Parking Structure)
THIS PARKING LICENSE (“License”), dated as of ______________, _____, is made
and entered into by and between COMBINED/HUDSON 9300 CULVER LLC, a Delaware
limited liability company (“Developer” or “Licensee”), and THE CITY OF CULVER CITY, a
charter city of the State of California (“City” or “Licensor”). Licensee and Licensor are
hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
The following recitals and all Exhibits to this License are substantive parts of this License:
A. The City owns the Ince Parking Structure (“Parking Facility”) located at 9099
Washington Boulevard in the City of Culver City, County of Los Angeles, State of California.
B. The City and the Developer entered into that certain Disposition and
Development Agreement dated as of _____________________, 2012 (“DDA”) pursuant to
which, and in accordance with the terms of the DDA, the City has agreed to convey title to
certain real property (defined in the DDA as the “Developer Parcel”) to the Developer and the
Developer has agreed to develop and construct on the Developer Parcel a four level high quality
office and retail complex with an Elevated Plaza and “Grand Stairs”, providing approximately
115,108 square feet of gross building area containing a minimum of 32,654 square feet dedicated
to retail and restaurant uses and containing a minimum of 55,470 gross square feet dedicated to
office use and including public restrooms and a storage area, in addition to approximately 18,990
square feet of open space, and subterranean parking (defined herein as the “Parcel B
Improvements”), as more fully set forth in the DDA. In addition, as required by, and in
accordance with, the DDA, the Developer has agreed, in conjunction with the development of
the Parcel B Improvements, to develop and construct on certain real property owned by the City
(defined in the DDA as the “City Parcel”) certain subterranean public parking improvements
(defined in the DDA as the “Public Parking Improvements”) and certain public improvements
relating to the expansion of the Town Plaza Project (defined in the DDA as the “Town Plaza
Expansion Improvements”). The Developer Parcel and the City Parcel are collectively defined
in the DDA as the “Site”. The DDA as used herein shall mean, refer to and include the DDA, as
well as any riders, exhibits, addenda, implementation agreements, amendments and attachments
thereto or other documents expressly incorporated by reference in the DDA. Any capitalized
term not herein defined shall have the same meaning ascribed to such term in the DDA.
C. In connection with the Developer’s development and construction of the Parcel B
Improvements, the City desires to grant to Licensee, and Licensee desires to acquire from the
City, a license to use up to a maximum of three hundred seventeen (317) parking spaces located
in the Parking Facility to provide parking for the Parcel B Improvements.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Licensor hereby grants to Licensee the license and other
rights set forth herein in accordance with the terms and conditions of this License.
ATTACHMENT 3
2041. License. Effective upon the recordation of a Release of Construction Covenants
(as defined in the DDA) for the Parcel B Improvements (“Effective Date”), Licensor hereby
grants to Licensee a non-exclusive license (“License”) to access and use up to a maximum of
three hundred seventeen (317) parking spaces (“Licensed Spaces”) located within the Parking
Facility. The Licensed Spaces will consist of: (i) one hundred thirteen (113) spaces on the first
and second floors of the Parking Facility for use by the customers of the Parcel B Improvements
(“Customer Spaces”), and (ii) up to a maximum of fifty eight (58) spaces on the fourth floor of
the Parking Facility and up to a maximum of one hundred forty six (146) spaces on the fifth floor
of the Parking Facility that are made available on a monthly basis to tenants of the Parcel B
Improvements on Monday through Friday, 6:00 a.m. to 6:00 p.m. (“Monthly Tenant Spaces”).
The Licensed Spaces are licensed for use by the customers and the tenants of the Parcel B
Improvements, subject to the terms and conditions set forth herein. Licensor further grants
Licensee controlled access to the Monthly Tenant Spaces on the fourth and fifth floors of the
Parking Facility as described in Section 3(H). The foregoing License includes such additional
rights as are reasonably necessary and incidental to Licensee’s use and enjoyment of the
Licensed Spaces, including, but not limited to, the right to ingress and egress through the Parking
Facility.
The City and Licensee agree and acknowledge that the first and second floors of the
Parking Facility, including access to the Customer Spaces, shall remain open for use by the
general public. Notwithstanding the foregoing, the City agrees from and after the Effective Date
(i) to use commercially reasonable efforts not to over-allocate the guest parking areas on the first
and second floors of the Parking Facility; and (ii) other than the right of the general public to
access the first and second floors of the Parking Facility, not to grant any other party rights to use
the Customer Spaces, except as otherwise provided herein.
The City and Licensee agree and acknowledge that at any time during the Term of this
License, the Licensee is not using all Monthly Tenant Spaces allocated to Licensee pursuant to
this Section 1 above of this License, then the City shall have the right to authorize the use of such
unused Monthly Tenant Spaces to any other third parties on a month to month basis. In such
event, and at such time thereafter the Licensee elects to use such Monthly Tenant Spaces,
Licensee shall provide the City with thirty (30) calendar days’ prior written notice of such
election. Upon the City’s receipt of such election notice from Licensee, the City shall provide
the number of Monthly Tenant Spaces elected to be used by Licensee, up to the maximum
number of remaining Monthly Tenant Spaces allocated under this License, to the Licensee and
such Monthly Tenant Spaces shall continue to be subject to the terms and conditions of this
License.
The City and Licensee agree and acknowledge that the City shall have the right during
the Term to temporarily relocate all or any portion of the Licensed Spaces to, and make available
to Licensee the Licensed Spaces at, one or more permissible and available alternative locations
within the commercial downtown pooled parking district described in the City’s Zoning Code if
the City is required by agreement or arrangement in existence prior to the Effective Date to
provide the Licensed Spaces to a third party on a temporary basis.
2. License Fee; Failure to Pay License Fee. Upon commencement of the Term of
this License, the monthly parking license fee (“License Fee”) payable by the Licensee to the City
ATTACHMENT 3
205for the Monthly Tenant Spaces shall be an amount equal to Sixty Dollars ($60.00) per Monthly
Tenant Space entitled to be used five days per week, Monday through Friday, during the
operating hours outlined in the Parking Rules (as defined in Section 8 hereof), or at such amount
imposed by the Licensor from time to time. Licensor may adjust the License Fee during the
Term of this License at any time upon thirty (30) calendar days’ prior written notice to Licensee;
however, any such change must be commercially reasonable. There shall be no License Fee
payable by the Licensee for the Customer Spaces; however, the users of the Customer Spaces
shall pay the standard rates applicable to transient users of the Parking Facility.
The License Fee shall be due and payable by Licensee to the City on the first day of each
month. If the License Fee is not received by Licensor by the tenth (10
th
) day of any calendar
month, Licensor shall deliver a written late notice (“Late Notice”) to Licensee in accordance
with Section 24 hereof notifying Licensee that this License will be suspended if payment of any
past due License Fees and Late Fees (as hereinafter defined) are not received within ten (10)
calendar days of the date of delivery of the Late Notice. Upon such date as is ten (10) calendar
days after the date of delivery of the Late Notice, if payment of the License Fee and Late Fee
have not been received, Licensor may deactivate all Monthly Tenant Parking Cards (as defined
in Section 3) issued by Licensee and may cause the access control arm to be raised on the fourth
and fifth floors of the Parking Facility. As a result thereof, Licensee will not be entitled to
exclusive use of the spaces on the fourth and fifth floors of the Parking Facility, nor will parties
in possession of Monthly Tenant Parking Cards (as defined in Section 3) issued by Licensee be
permitted to use the Licensed Spaces without paying the daily fee charged to other patrons of the
Parking Facility.
A late fee equal to ten percent (10%) of the total License Fee (“Late Fee” or “Late Fees”)
shall be paid if the License Fee is not received by the Licensor on or before the tenth (10
th
) day
of any calendar month. Late Fees shall include an additional ten percent (10%) of the total
License Fee for each additional month payment of the License Fee is past due. For example, if a
License Fee payment is due April 1, and such payment is not made until May 15, the total Late
Fee for the April 1 fee shall be equal to twenty percent (20%) of the License Fee due April 1. In
addition, if the May 1 License Fee is also not paid in such example until May 15, a ten percent
(10%) Late Fee on the May 1 payment shall be due in addition to the Late Fees on the April 1
payment.
If all past due License Fees and Late Fee are not received by Licensor within fifteen (15)
calendar days after the date of delivery of a Late Notice, the City may deliver a written
termination notice (“Termination Notice”) in accordance with Section 24 hereof notifying
Licensee that if any past due License Fees and Late Fees are not received by Licensor within
thirty (30) calendar days of the date of delivery of the Termination Notice, then the License
granted hereunder shall automatically and permanently terminate and be of no further force and
effect.
3. Administration.
ATTACHMENT 3
206 A. Licensee (and any party utilizing a parking space pursuant to this License)
shall be subject to the lost card fees, citations, and violation penalty fees outlined in the Parking
Rules (as defined in Section 9).
B. Upon the commencement of the Term (as defined in Section 4), and from
time to time thereafter, after receipt of the appropriate deposit fees charged by the City and
adjusted in its discretion from time to time, Licensor shall provide Licensee with parking access
cards for the Monthly Tenant Spaces (“Monthly Tenant Parking Cards” or individually,
“Monthly Tenant Parking Card”). The deposit fee for a Monthly Tenant Parking Card shall be
refunded by Licensor to Licensee upon return of such Monthly Tenant Parking Card. If the
Monthly Tenant Parking Card is not returned to the Licensor for any reason, the deposit fee shall
be retained by the City as its sole and separate property.
C. Licensee shall be in charge of allocating the Monthly Tenant Parking
Cards to the tenants of the Parcel B Improvements and shall so allocate such Monthly Tenant
Parking Cards in a fair and reasonable manner. Licensee shall be in charge of issuing the
Monthly Tenant Parking Cards to the tenants of the Parcel B Improvements for use of the
Monthly Tenant Spaces together with a copy of the Parking Rules (defined in Section 9).
D. Licensee shall not charge any tenant of the Parcel B Improvements more
than a commercially reasonable market rate fee for use of the Monthly Tenant Spaces.
E. Licensee shall not be permitted to issue Monthly Tenant Parking Cards to
any party or individual other than the tenants of the Parcel B Improvements.
F. The Customer Spaces shall be used for customer parking only, and with
respect to Licensee’s license under this Parking License, such customers shall be customers of
the Parcel B Improvements. At Licensee’s sole cost and expense, the Licensor shall install signs
stating “Customer Parking Only” on the first and second floors of the Parking Facility. No time
limit shall be imposed on the second floor Customer Spaces. At Licensee’s sole cost and
expense, the Licensor shall install and maintain software in connection with the access control
arms to the first and second floors to prevent monthly parkers of the Monthly Tenant Spaces
from using any of the Customer Spaces.
G. Licensee agrees and acknowledges that sixty (60) spaces (which such sixty
(60) spaces are not included in the one hundred thirteen (113) spaces constituting the Customer
Spaces) limited to use for forty five (45) minutes will remain, to the extent reasonably feasible
and practical, on the first and second floors of the Parking Facility, which such spaces are not
“Licensed Spaces” subject to this License.
H. Licensor will install an access control system on the fourth and fifth floors
of the Parking Facility that includes a security feature that identifies the user as a tenant of the
Parcel B Improvements authorized to park in the Monthly Tenant Spaces. Licensor shall
maintain the access control system at its sole cost and expense. Licensee shall be responsible for
damage caused by tenants of the Parcel B Improvements. The access control arm of the access
control system shall remain in the “up” position on weeknights from 6:00 p.m. to 3:00 a.m. and
ATTACHMENT 3
207on holidays and weekends so that all parking spaces including the Monthly Tenant Spaces may
be used by the general public. Licensee shall provide Licensor, on a monthly basis, a list of
names to whom Monthly Tenant Parking Cards are assigned. The list shall identify the access
card holder’s vehicle make, model, color and license plate number.
I. The Monthly Tenant Spaces shall be centralized and assigned by Licensee,
subject to the reasonable discretion and approval of the Licensor. At Licensee’s sole cost and
expense, the Licensor shall install signs stating “Monthly Tenant Parking Only” on the fourth
and fifth floors of the Parking Facility.
J. Licensee shall be responsible for payment of its pro rata share of capital
expenses. Licensee’s pro rata share shall be the average number of Licensed Spaces rented
during a calendar year. Licensor shall provide License with a detailed summary of all capital
expenditures incurred during a calendar year for Licensee’s commercially reasonable approval.
K. Licensee shall be responsible for paying any and all possessory interest tax
or other taxes and assessments imposed as a result of this License and the rights granted to
Licensee herein.
4. Term; Option to Extend. The initial term of this License shall be for a fifty five
(55) year term commencing on the Effective Date (“Initial Term”). The Initial Term, and the
Option Term if exercised and upon being exercised in accordance with this Section 4, shall be
referred to herein as the “Term.”
Provided that no event of default is continuing and that this License remains in full force
and effect, and as permitted by applicable law, the City hereby grants Licensee an option to
extend this License for up to an additional forty four (44) year term from the date of the
expiration of the Initial Term (“Option Term”), or such shorter term as requested by Licensee or
required by federal income tax or other laws, at a License Fee equal to the fair market value of
the Licensed Spaces as of the date of commencement of the Option Term, or such lower rate as
required by federal income tax or other laws. Except for the Term and the License Fee, the terms
and conditions of this License shall apply to the Option Term, unless otherwise agreed to in a
writing signed by Licensor and Licensee. Provided that no event of default is continuing and
that the License granted herein remains in full force and effect, the option for the Option Term
shall be exercisable by Licensee upon written notice to the City from and after such date as is six
(6) months prior to the expiration of the Initial Term, but no later than such date as is one (1)
month prior to the expiration of the Initial Term.
5. Condition of Licensed Area-No Licensee Alterations. Licensee shall be
deemed to have: (a) inspected the Parking Facility and (b) accepted the Licensed Spaces “as is”
with no representation or warranty by Licensor as to the condition of the Parking Facility and/or
the Licensed Spaces. The Licensee shall not materially alter, add to or in any material way
change or make alterations or installations to the Parking Facility and/or the Licensed Spaces
without the prior written consent of Licensor, which may be given or withheld at Licensor’s sole
discretion.
ATTACHMENT 3
208 6. Reserved.
7. Conduct. Licensee shall keep the Licensed Spaces in good, clean and safe
condition and observe all Governmental Regulations (as defined in the DDA). Licensor shall
provide services to the Licensed Spaces in a manner and practice similar to that provided to other
parking areas within the Parking Facility, including operational staffing, maintenance, lighting
and security.
8. Rules and Regulations. Licensee shall use commercially reasonable efforts to
cause the parties utilizing the Licensed Spaces to abide by the parking rules and regulations
attached hereto as Exhibit “A” and incorporated herein by this reference, as such rules and
regulations may be amended in a commercially reasonable manner from time to time by Licensor
(collectively, “Parking Rules”). Licensor may change the Parking Facility’s operating hours and
Parking Rules at any time upon thirty (30) calendar days’ prior written notice to Licensee;
however, any such change must be commercially reasonable.
If Licensee or a user of a Licensed Space pursuant to this License commits, permits or
allows any of the prohibited activities described in the Parking Rules then in effect, then
Licensor shall have the right, without notice, in addition to such other rights and remedies that it
may have, to terminate the Monthly Tenant Parking Card related to such user, and to remove or
tow away the vehicle involved and charge all costs incurred by the City associated with the
removal or tow and storage of the vehicle to Licensee, which costs shall be immediately payable
upon demand by Licensor.
9. Maintenance. Licensor shall have the right to temporarily relocate the Licensed
Spaces for maintenance purposes to a different location within the Parking Facility so long as
Licensor provides alternative parking for the number of Licensed Spaces paid for by Licensee for
the period of the temporary relocation. If the maintenance work being performed prevents the
Licensor from relocating all or a portion of the Licensed Spaces within the Parking Facility,
Licensor shall use commercially reasonable best efforts to find alternative nearby parking during
the time the temporary maintenance activities are being performed. When commercially
feasible, Licensor shall give Licensee not less than ten (10) calendar days’ prior written notice of
the temporary relocation, except in emergency situations.
10. Parking Facility Damage.
A. Damage which prevents any substantial use of the Licensed Spaces.
Subject to Paragraph D below, if at any time during the Term of this License, the Parking
Facility experiences damage that prevents Licensee from making substantial use of the Licensed
Spaces, Licensor may, at Licensor’s option, either (i) repair such damage as soon as reasonably
possible at Licensor’s expense, in which event this License shall continue in full force and effect,
or (ii) give written notice to Licensee within thirty (30) calendar days after the date of the
occurrence of such damage of Licensor’s intention to modify or terminate this License as of the
date of the occurrence of such damage, in which event this License shall be modified or
terminated effective of the date of the occurrence of such damage.
ATTACHMENT 3
209 B. Total destruction. Subject to Paragraph D below, if at any time during the
Term of this License, there is damage which destroys the Parking Facility, Licensor may, at
Licensor’s option, either (i) repair such damage or destruction as soon as reasonably possible at
Licensor’s expense (to the extent the required materials are readily available through usual
commercial channels) to its condition existing at the time of the damage, and this License shall
continue in full force and effect, or (ii) give written notice to Licensee within thirty (30) calendar
days after the date of the occurrence of such damage of Licensor’s intention to cancel and
terminate this License, in which case this License shall terminate as of the date of occurrence of
such damage.
C. Damage near end of Term. Subject to Paragraph D below, if at any time
during the last twelve (12) months of the Term, there is substantial damage to the Licensed
Spaces or Parking Facility, Licensor may, at Licensor’s option, cancel and terminate this License
as of the date of the occurrence of such damage by giving written notice to Licensee of
Licensor’s election to do so within thirty (30) calendar days after the date of the occurrence of
such damage.
D. Obligation to Replace or Rebuild. Notwithstanding the foregoing
Paragraphs A, B, and C, and provided that (i) prior to such damage to the Parking Facility, no
termination of this License has occurred and no breach or default by Licensee has occurred and
is continuing hereunder; (ii) the damage to the Parking Facility results from an event specific to
the Parking Facility (as opposed to a catastrophic event also affecting other buildings in the
Culver City area, such as an earthquake, tsunami or act of terrorism affecting buildings in
addition to the Parking Facility); and (iii) the destruction of the Parking Facility is not
accompanied by an event which also results in the cessation of occupation of the Parcel B
Improvements; Licensor shall, at its option, upon any termination of this License pursuant to this
Section 10, either (a) rebuild the Parking Facility as soon as is reasonably possible, or (b)
relocate the Licensed Spaces to, and make available to Licensee the Licensed Spaces at, one or
more permissible and available alternative locations within the commercial downtown pooled
parking district described in the City’s Zoning Code.
11. Assignment. Licensee shall not have the right to sell, assign or otherwise transfer
this License to its successor in interest, if any, to the Parcel B Improvements, without the prior
written approval of the City. Other than the provision of Monthly Tenant Parking Cards to
tenants of the Parcel B Improvements to use the Monthly Tenant Spaces in accordance with this
License, Licensee shall not sell, assign, mortgage, pledge or in any manner transfer this License
or any interest herein, nor sublet or sublicense all or any part of the Licensed Spaces, by
operation of law or otherwise, without Licensor’s prior written approval, which approval may be
withheld in Licensor’s sole and absolute discretion. The City shall have the right, without the
consent of the Licensee, to sell, assign or otherwise transfer this License.
12. Indemnification. For purposes of this License, “Claims” means any and all
liabilities, actions, proceedings, losses, damages, costs, expenses (including, without limitation,
all attorneys’ fees and litigation expenses), causes of action, suits, claims, demands or judgments
of any nature whatsoever, including, without limitation, third party claim and death of or injury
to any person or damage to any property.
ATTACHMENT 3
210
Licensee shall pay, defend (with counsel reasonably acceptable to the City), indemnify
and hold harmless the City and its respective officers, officials, contractors, employees, agents,
and representatives, from and against any and all Claims based upon, arising from or connected
in any manner with (a) Licensee’s or its employees, tenants, agents, contractors, subtenants,
licensees, invitees, customers or representatives use of the Licensed Spaces; (b) the violation by
the Licensee or its employees, tenants, agents, contractors, subtenants, licensees, invitees,
customers or representatives of the Parking Rules; or (c) the breach or default in performance by
Licensee of any obligation, covenant, representation or warranty contained in this License.
The City shall pay, defend (with counsel reasonably acceptable to Licensee), indemnify
and hold harmless Licensee, its officers, employees, agents, and representatives, from and
against any and all Claims based upon, arising from or connected in any manner with (a) the
violation by the City or its agents, contractors, or employees of any Governmental Regulations or
Parking Rules in connection with the performance of its obligations under this License; (b) any
negligence or reckless or intentional misconduct of the City or its agents, contractors, or
employees in connection with this License; (c) the City’s use of the Parking Facility; or (d) the
breach or default in performance by the City of any obligation, covenant, representation or
warranty contained in this License.
The obligations of the Parties under this Section 12 shall commence to accrue on the
Effective Date and shall survive any termination of this License.
13. Default; Remedies. In the event of any default by a Party under this License that
is not cured within twenty (20) calendar days of written notice to the defaulting Party, the Party
claiming a default shall have all rights and remedies provided by law or in equity, including the
right and collect all damages directly and indirectly caused by the default (provided, however,
that the Party claiming a default shall have no right to consequential damages, as set forth in
Section 14 below) and the right to enforce specific performance of this License.
14. Limitation on Damages. Without limiting the generality of Section 13, neither
Party hereto shall be entitled to, and each Party hereto waives, any right to seek consequential
damages of any kind or nature from the other Party arising out of or in connection with this
License, and in connection with such waiver each Party is familiar with and hereby waives the
provision of Section 1542 of the California Civil Code which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”
__________________ __________________
Licensee Initials Licensor Initials
ATTACHMENT 3
211 15. Termination. The City shall have the right to terminate this License for an
uncured default after the expiration of the applicable cure period set forth in Section 13. Upon
expiration of the Term or earlier termination of this License, this License and the license to use
the Licensed Spaces and the Option Term granted herein shall terminate and be of no further
force and effect. Upon expiration of the Term or earlier termination of this License, Licensee
agrees to promptly pay to the City all License Fees and Late Fees due through such date of
expiration or earlier termination of the License.
16. Attorneys’ Fees. In the event of a dispute between the Parties with respect to the
terms or conditions of this License, the prevailing Party shall be entitled to collect from the other
Party its reasonable attorneys’ fees and costs as established by the judge or arbitrator presiding
over such dispute.
17. Severability. The invalidity or illegality of any provision shall not affect the
remainder of this License and all remaining provisions shall, notwithstanding any such invalidity
or illegality, continue in full force and effect.
18. Successors. Each and all of the covenants and conditions of this License shall be
binding on and shall inure to the benefit of the Parties and their respective heirs, successors,
executors, administrators, assigns, and personal representatives.
19. Waiver. The waiver by either Party of any term, covenant, or condition
contained in this License shall not be deemed to be a subsequent waiver of the same or any other
term, covenant, or condition or of any subsequent default or breach of the same or any other
term, covenant, or condition.
20. Amendment. No modification, rescission, waiver, release or amendment of any
provision of this License shall be made except by a written agreement executed by the Developer
and the City.
21. Effectiveness; Integration. This License shall become valid and effective only
when executed by both the Licensee and the Licensor. This License supersedes all prior
discussions and agreements of the Parties relating to the subject matter of this License.
22. Relationship Between Licensor and Licensee. It is hereby acknowledged and
agreed by the Parties that the relationship between the Licensor and the Licensee is not that of a
partnership or joint venture and that the Licensor and the Licensee shall not be deemed or
construed for any purpose to be the agent of the other. Licensee agrees to indemnify, hold
harmless and defend the Licensor from any claim made against the City arising from a claimed
relationship of partnership or joint venture between the Licensor and the Licensee with respect to
the License.
23. Counterparts. This License may be executed by the Parties hereto in any
number of counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same agreement.
ATTACHMENT 3
212 24. Governing Law and Venue. This License shall be governed by, and construed
and interpreted in accordance with, the laws of the State of California. In the event that either
Party institutes an action at law or equity to cure, correct or remedy any default under this
License, such legal actions shall, to the extent permitted by law, be instituted in the Superior
Court of the County of Los Angeles, State of California, in an appropriate court in that County,
or in the Federal District Court in the Central District of California.
25. No Interest or Estate. Other than the License granted herein, Licensee agrees
that it does not and shall not claim at any time any interest or estate of any kind or extent in the
Licensed Spaces or the Parking Facility by virtue of this License, the License granted hereby, or
Licensee’s use hereunder.
26. Administration. The City Manager or the Community Development Director of
the City is authorized to act on behalf of the City with respect to all actions to be undertaken by
the City under this License. _______________________ is authorized to act on behalf of the
Licensee with respect to all actions to be undertaken by the licensee under this License.
27. Notice. Unless otherwise specified in this License, it shall be sufficient service or
giving of any notice, request, certificate, demand or other communication if the same is sent by
(and all notices required to be given by mail will be given by) first-class registered or certified
mail, postage prepaid, return receipt requested, or by private courier service or personal delivery
which provides evidence of delivery. Unless a different address is given by any Party as
provided in this Section 27, all such communications will be addressed as follows:
To City: The City of Culver City
Attn: Sol Blumenfeld, Community Developer Director
9770 Culver Boulevard
Culver City, California 90232-0507
Copy to: The City of Culver City
Attn: Carol Schwab, City Attorney
9770 Culver Boulevard
Culver City, California 90232-0507
Copy to: Kane, Ballmer & Berkman
Attn: Murray O. Kane, Esq.
515 S. Figueroa Street; Suite 1850
Los Angeles, California 90071
To Developer: Combined/Hudson 9300 Culver, LLC
c/o Combined Properties, Incorporated
Attn: Marianne Lowenthal,
Executive Vice President, Development & Acquisitions
9320 Wilshire Boulevard; Suite 310
Beverly Hills, California 90212
Copy to: Combined/Hudson 9300 Culver, LLC
ATTACHMENT 3
213 c/o Hudson Pacific Properties, Inc.
Attn: Victor J. Coleman,
Chairman and Chief Executive Officer
11601 Wilshire Boulevard; Suite 1600
Los Angeles, California 90025
Copy to: Mckenna Long and Aldridge
300 S. Grand Avenue; Suite 1400
Los Angeles, California 90071
Attn: Dennis Roy, Esq.
Any Notice shall be deemed received as of the date of courier service delivery or
shall be deemed received on the third day from the date it is postmarked if delivered by
registered or certified mail.
28. No Third Party Beneficiary. The terms of this License are only for the benefit
of the City and Licensee, and there are no other intended or incidental third party beneficiaries
hereto.
[Signatures on Following Page]
ATTACHMENT 3
214 IN WITNESS WHEREOF, the Licensor and the Licensee have signed this License as of
the date set forth above.
“LICENSEE”
COMBINED/HUDSON 9300 CULVER LLC,
a Delaware limited liability company
By: Combined Culver Venture LLC,
a Delaware limited liability company,
its managing member
Date: __________________ By: ____________________________
Name: _________________________
Its: ____________________________
By: Hudson 9300 Culver, LLC,
a Delaware limited liability company,
its managing member
By: Hudson Pacific Properties, L.P.,
a Maryland limited partnership,
its sole member
By: Hudson Pacific Properties, Inc.,
a Maryland corporation,
its general partner
Date: __________________ By: ____________________________
Name: __________________________
Title: ___________________________
[Signatures Continue on Following Page]
ATTACHMENT 3
215 “LICENSOR”
THE CITY OF CULVER CITY,
a charter city of the State of California
Dated: ______________________ By: ____________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: ________________________________
Carol Schwab
City Attorney
By: _________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
ATTACHMENT 3
216EXHIBIT “A”
Parking Rules and Regulations
The following are the parking policies for City of Culver City owned and/or operated parking
facilities.
100. PARKING FACILITY
INCE PARKING STRUCTURE
9099 Washington Boulevard
Hours of Operation: Monday – Thursday 8 a.m. – 2 a.m.
Friday & Saturday 8 a.m. – 3 a.m.
Sunday 10 a.m. – 1 a.m.
Outside these hours, the Parking Facility is closed to non-cardholders.
200. POLICIES
Monthly Parking
The following policies are in place and are relevant to all parking facilities:
1. Monthly Rates*
? $60 – per person (Monday-Friday)
? $80 – per person (7 days per week)
2. Parking spaces are made available per person, not per space.
3. For the parking structures, access cards are issued for entrance and exit to the structures.
4. Vehicle storage is prohibited and subject to citation and/or towing of vehicle.
5. Subletting is prohibited and may cause the revocation of parking privileges.
6. Residential and overnight parking is prohibited.
7. Car repair and/or service is not allowed.
8. The City may require the removal of any vehicles found to be leaking oil, subject to written
notice and opportunity to cure.
9. Only “Head In” parking allowed.
10. The following fees apply:
? A replacement fee of $25 is charged for the replacement of a lost or damaged
access card.
? For those who park in the parking structures, a fee of $5 will be charged for each
instance a monthly parker does not park in the designated employee parking area.
? For those who park in the parking structures, if found to be parked in the customer
parking area, the vehicle will be cited.
11. “Turn around” parking (i.e., parking in the structure for the 2 hour free period and exiting
and reentering the structure for a subsequent 2 hour free period) is prohibited. Individuals
identified as turn around drivers will be required to pay the daily maximum rate.
12. Parking space users shall comply with all governmental laws, ordinances and resolutions.
ATTACHMENT 3
217
Daily Parking for Parcel B Improvements Guests and Patrons
1. First two hours free with validation. $1.00 per hour thereafter up to a maximum of $6.00.
2. Validation stickers are provided to Culver City business owners at $.50 per sticker.
Validation stickers are to be provided to customers only and are not valid for employees or
students. Validation stickers used by employees or students to exit the structure will not be
honored. Businesses that do not have offices within Culver City who desire validation stickers
for their customers may purchase them at a cost of $1 per sticker. The validations are provided
in books of 100 stickers.
3. Maximum rate charged for lost ticket.
4. Vehicles with handicapped identification must pay to park.
5. Free parking for veterans parking vehicles with specific license plates issued to Medal of
Honor recipients, Legion of Valor recipients, Purple Heart recipients, Pearl Harbor Survivors,
and Former Prisoners of War. This policy applies to vehicle license plates of such type from all
states.
ATTACHMENT 3
218
ATTACHMENT NO. 11
RIGHT OF ENTRY AGREEMENT
[See Attached]
ATTACHMENT 3
219Right of Entry Agreement v2
RIGHT OF ENTRY AGREEMENT
(Due Diligence)
THIS RIGHT OF ENTRY AGREEMENT (“Agreement”) dated as of _______________,
____ (“Date of Agreement”), is entered by and among THE CITY OF CULVER CITY, a charter
city of the State of California (“City”) and COMBINED/HUDSON 9300 CULVER LLC, a
Delaware limited liability company (“Developer”).
RECITALS
A. The City is the owner of that certain real property described in Exhibit “A-1”
attached hereto and incorporated herein by this reference (“Developer Parcel”) and that certain
real property adjacent to the Developer Parcel and described in Exhibit “A-2” attached hereto
and incorporated herein by this reference (“City Parcel”). The Developer Parcel and the City
Parcel are collectively referred to as the “Site”.
B. The City and the Developer entered into that certain Disposition and
Development Agreement dated as of _____________________, 2012 (“DDA”) pursuant to
which, and in accordance with the terms of the DDA, the City has agreed to convey title to the
Developer Parcel to the Developer and the Developer has agreed to develop and construct on the
Developer Parcel a four level high quality office and retail complex with an Elevated Plaza and
“Grand Stairs”, providing approximately 115,108 square feet of gross building area consisting of
approximately 47,638 square feet dedicated to retail and restaurant uses and approximately
55,470 gross square feet dedicated to office use and including public restrooms and a storage
area, in addition to approximately 18,990 square feet of open space, and subterranean parking
(“Parcel B Improvements”), as more fully set forth in the DDA. In addition, as required by the
DDA and subject to the approval of the City, the Developer has agreed, in conjunction with the
development of the Parcel B Improvements, to develop and construct on the City Parcel certain
subterranean public parking improvements (“Public Parking Improvements”), as more fully set
forth in the DDA. The DDA as used herein shall mean, refer to and include the DDA, as well as
any riders, exhibits, addenda, implementation agreements, amendments and attachments thereto
or other documents expressly incorporated by reference in the DDA. Any capitalized term not
herein defined shall have the same meaning ascribed to such term in the DDA.
C. The Developer desires to enter the Site for the purpose of conducting
environmental testing and surveys of the Site prior to acquisition of the Developer Parcel and the
development and construction on the Site, and the City desires to accommodate the Developer’s
desire to commence such actions by granting a right of entry as provided herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Right of Entry. Provided that all of the terms and conditions of Section 2
of this Agreement are fully satisfied, the City hereby grants to the Developer and its agents and
contractors, a temporary and conditional right to enter upon, in and below the Site (“Right of
Entry”) for a continuous period from the Date of Agreement to January 31, 2014, for the purpose
of surveying the Site for purposes of designing the Project and for carrying out relevant and
ATTACHMENT 3
220Right of Entry Agreement v2
necessary environmental testing of the Site in accordance with the work plan attached hereto as
Exhibit “B” and incorporated herein by this reference.
Section 2. Conditions to Entry. Prior to the Developer entering the Site, or any
portion of the Site, the following conditions must be satisfied:
(a) The Developer shall give the City two (2) weeks written notice prior to
each act of entering the Site and conducting investigation and testing of
the Site.
(b) The Developer shall furnish to the City evidence satisfactory to the City
that the Developer or its contractors have obtained comprehensive liability
insurance in an amount as is approved by the City for the purpose of
protecting the City from claims or suits for, and damages to, property and
injuries to persons, including accidental death (including attorneys’ fees
and costs), which may be caused by any of the Developer’s activities
under this Agreement, whether such activities or performance thereof be
by the Developer or anyone directly or indirectly employed or contracted
with by the Developer and whether such damage shall accrue or be
discovered before or after the termination of this Agreement.
(b) The Developer or its contractors must have submitted to the City, and the
City shall have reasonably approved, a work plan setting forth the actions
needed to carry out the environmental and other required testing or actions
of the Site to be performed on the Site pursuant to this Agreement.
Section 3. Liens. With regard to actions performed on the Site under this
Agreement, the Developer shall not permit to be placed against the Site, or any part thereof, any
design professional’s, mechanic’s, materialmen’s, contractor’s, or subcontractor’s liens
(collectively, “Liens”). The Developer shall indemnify, defend and hold harmless the City from
all liability for any and all liens, claims and demands, together with costs of defense and
reasonable attorneys’ fees, arising from any Liens. The City reserves the right, at its sole cost
and expense, at any time and from time to time, to post and maintain on the Site, or any portion
thereof, or on the improvements on the Site, any notices of non-responsibility or other notice as
may be desirable to protect the City against liability. In addition to, and not as a limitation of the
City’s other rights and remedies under this Agreement, should the Developer fail, within ten (10)
calendar days of written request from the City, either to discharge any Lien or to bond for any
Lien, or to defend, indemnify, and hold harmless the City from and against any loss, damage,
injury, liability or claim arising out of a Lien, then the City, at its option but without the
obligation, may elect to pay such Lien, or settle or discharge such Lien and any action or
judgment related thereto and all costs, expenses and attorneys’ fees incurred in doing so shall be
paid to the City by the Developer upon written demand.
Section 4. Minimal Interference; Restoration of Site. The Developer shall take all
reasonable measures to minimize interference with the use of the Site by the City and any party
permitted by the City to use the Site. The Developer shall promptly repair and restore any
damage caused by its entry to the Site and any environmental or other testing or other activity
performed by the Developer on the Site.
ATTACHMENT 3
221Right of Entry Agreement v2
Section 5. Compliance With Laws/Permits. The Developer shall, in all activities
undertaken pursuant to this Agreement, comply and cause its contractors, agents and employees
to comply with all federal, state and local laws, statutes, orders, ordinances, rules, regulations,
plans, policies and decrees, including, but not limited to, all environmental laws. Without
limiting the generality of the foregoing, the Developer, at its sole cost and expense, shall obtain
any and all permits which may be required by any environmental law or other law for any
activities the Developer desires to conduct or have conducted pursuant to this Agreement. In the
event the Developer or its agents or employees discover any substance on the Site, the Developer
shall immediately notify or cause notice to be given to the City.
Section 6. Indemnification. The Developer hereby agrees to indemnify, defend,
assume all liability for and hold harmless the City and its agents, employees, members,
independent contractors, affiliates, principals, shareholders, officers, council members, board
members, committee members, and planning and other commissioners, partners, attorneys,
accountants, representatives, and staff, from all actions, claims, suits, penalties, obligations,
liabilities, damages to property, claims or injuries to persons (collectively “Claims”) which may
be caused by the Developer’s negligence or wrongful acts arising out of or in connection with the
Developer’s activities pursuant to this Agreement. The Developer’s indemnity given under this
Section 6 shall apply whether such negligence or wrongful acts are by the Developer or anyone
directly or indirectly employed or under contract with the Developer, and whether such Claims
shall accrue or be discovered before or after the termination of this Agreement. The indemnity
and other rights afforded the City by this Section 6 shall survive after the expiration of this
Agreement. Notwithstanding the foregoing, the Developer’s indemnity shall not apply to the
extent claims are caused by, arise out of, or in connection with, any negligent or intentional acts
of the Developer.
Section 7. Inspection. The City and its representatives, employees, agents or
independent contractors may enter and inspect the Site or any portion thereof or any
improvements thereon at any time and from time to time at reasonable times to verify the
Developer’s compliance with the terms and conditions of this Agreement, and to conduct
environmental testing and remediation upon receipt of the notice required pursuant to Section 4
hereof.
Section 8. No Real Property Interest. It is expressly understood that this
Agreement does not in any way whatsoever grant or convey any permanent easement, lease, fee
or other interest in the Site to the Developer.
Section 9. Notices. All notices, demands, requests, elections, approvals,
disapprovals, consents or other communications given under this Agreement shall be in writing
and shall be given by personal delivery, certified mail, return receipt requested, or overnight
guaranteed delivery service and addressed as follows:
ATTACHMENT 3
222Right of Entry Agreement v2
To City: The City of Culver City
Attn: Sol Blumenfeld, Community Developer Director
9770 Culver Boulevard
Culver City, California 90232-0507
Copy to: The City of Culver City
Attn: Carol Schwab, City Attorney
9770 Culver Boulevard
Culver City, California 90232-0507
Copy to: Kane, Ballmer & Berkman
Attn: Murray O. Kane, Esq.
515 S. Figueroa Street; Suite 1850
Los Angeles, California 90071
To Developer: Combined Properties, Incorporated
Attn: Marianne Lowenthal,
Executive Vice President, Development & Acquisitions
9320 Wilshire Boulevard; Suite 310
Beverly Hills, California 90212
To Developer: Hudson Pacific Properties. Inc.
Attn: Victor J. Coleman,
Chairman and Chief Executive Officer
11601 Wilshire Boulevard; Suite 1600
Los Angeles, California 90025
Any Notice shall be deemed received immediately if delivered by hand and shall be
deemed received on the third day from the date it is postmarked if delivered by registered or
certified mail.
Section 10. Governing Law. This Agreement shall be governed by the laws of the
State of California.
Section 11. Interpretation. This Agreement shall be interpreted as a whole and in
accordance with its fair meaning and as if each party participated in its drafting. Captions are for
reference only and are not to be used in construing meaning.
Section 12. Amendment of Agreement; Merger. No modification, rescission,
waiver, release or amendment of any provision of this Agreement shall be made except by a
written agreement executed by the Developer and the City. This Agreement merges all
negotiations, stipulations and provisions relating to the subject matter of this Agreement which
preceded or may accompany the execution of this Agreement.
Section 13. Attorneys’ Fees. In the event of a dispute between the parties with
respect to the terms or conditions of this Agreement, the prevailing party shall be entitled to
collect from the other its reasonable attorneys’ fees as established by the judge or arbitrator
presiding over such dispute.
ATTACHMENT 3
223Right of Entry Agreement v2
Section 14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute one and the same instrument.
[Signatures on Following Page]
ATTACHMENT 3
224Right of Entry Agreement v2
IN WITNESS WHEREOF, the parties hereto have executed this Right of Entry
Agreement as of the date first written above.
“DEVELOPER”
COMBINED/HUDSON 9300 CULVER LLC,
a Delaware limited liability company
By: Combined Culver Venture LLC,
a Delaware limited liability company,
its managing member
Date: __________________ By: ____________________________
Name: _________________________
Its: ____________________________
By: Hudson 9300 Culver, LLC,
a Delaware limited liability company,
its managing member
By: Hudson Pacific Properties, L.P.,
a Maryland limited partnership,
its sole member
By: Hudson Pacific Properties, Inc.,
a Maryland corporation,
its general partner
Date: __________________ By: ____________________________
Name: __________________________
Title: ___________________________
[Signatures Continue on Following Page]
ATTACHMENT 3
225Right of Entry Agreement v2
“CITY”
THE CITY OF CULVER CITY,
a charter city of the State of California
Dated: ______________________ By: _________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Carol Schwab
City Attorney
By: _________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
ATTACHMENT 3
226
EXHIBIT “A-1”
LEGAL DESCRIPTION
DEVELOPER PARCEL
9300 Culver Boulevard, Culver City, California
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 1, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO.3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
227
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854, OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED INDEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11,1982 AS INSTRUMENT NO.
82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
ATTACHMENT 3
228
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J.MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
229
EXHIBIT “A-2”
LEGAL DESCRIPTION
CITY PARCEL
Real property in the City of Culver City, County of Los Angeles, State of California, described
as follows:
PARCEL 2, IN THE CITY OF CULVER CITY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS SHOWN OF PARCEL MAP NO. 66158, FILED ON APRIL 15, 2008 IN
BOOK 355 PAGES 86 TO 88 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, OR THAT MAY BE
PRODUCED THEREIN, AS RESERVED BY GRACE POIX, ET AL, IN DEED RECORDED
JUNE 30, 1950 AS INSTRUMENT NO. 1720 IN BOOK 33548 PAGE 208, OFFICIAL
RECORDS.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND MINERAL SUBSTANCES,
TOGETHER WITH THE RIGHT TO EXPLORE FOR, AND EXTRACT SUCH
SUBSTANCES, PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT OR OTHER MEANS OF EXTRACTING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE WASHINGTON-CULVER REIMPROVEMENT PROJECT NO. 3,
AS RECORDED ON NOVEMBER 26, 1975 AS INSTRUMENT NO. 4313 OF LOS
ANGELES COUNTY RECORDS, STATE OF CALIFORNIA AND SHALL NOT
PENETRATE ANY PART OF OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET
OF THE SURFACE THEREOF.
ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500)
FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED OCTOBER
12, 1979 AS INSTRUMENT NO. 79-1142453.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY ALICE R. SKOOG AND WILLIAM ARTHUR SKOOG, AS CO-
TRUSTEES OF THE ESTATE OF JOHN L. SKOOG, DECEASED IN DEED RECORDED
JULY 30, 1980 AS INSTRUMENT NO. 80-723166.
ATTACHMENT 3
230
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE THEREOF, AS
RESERVED IN DEED RECORDED AUGUST 20, 1980 AS INSTRUMENT NO. 80-799836,
OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE REAL PROPERTY, BUT
WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID
PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED
RECORDED OCTOBER 31, 1980 AS INSTRUMENT NO. 80-1090011, OFFICIAL
RECORDS.
ALSO EXCEPTING AND RESERVING UNTO GRANTOR ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED
REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB
THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN
500 FEET OF THE SURFACE THEREOF, AS RESERVED BY HELEN GRIFFIN FORKE,
STANLEY MOCK, ROBERT HEINEKEN, IN DEED RECORDED DECEMBER 11, 1981 AS
INSTRUMENT NO. 81-1217854 OFFICIAL RECORDS.
ALSO EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED
(500) FEET OF THE SURFACE THEREOF, AS RESERVED IN DEED RECORDED
JANUARY 8, 1982 AS INSTRUMENT NO. 82-15621, OFFICIAL RECORDS.
ALSO EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR
ANY PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE THEREOF, BY DEED RECORDED FEBRUARY 11, 1982 AS INSTRUMENT
NO. 82-155496, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY WM J. MURPHY, RECORDED JANUARY 25, 1984 AS INSTRUMENT
NO. 84-96507.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE THEREOF, AS RESERVED BY BILL
ATTACHMENT 3
231
MURPHY BUICK, INC., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 25, 1984 AS INSTRUMENT NO. 84-96508.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE SURFACE OF SAID PROPERTY ON ANY
PORTION OF SAID PROPERTY WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
THEREOF, AS RESERVED BY ROBERT F. HEINECKEN AND STANLEY J. MOCK, IN
DEED RECORDED APRIL 6, 1984 AS INSTRUMENT NO. 84-416556.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE REAL PROPERTY, BUT WITHOUT AND RIGHT TO
PENETRATE USE OR DISTURB THE SURFACE OF SAID PROPERTY OR ANY
PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MAHENDRA LAL, NANCY LAL, NITENDRA PRASAD AND FAISUN N.
PRASAD, IN DEED RECORDED DECEMBER 26, 1984 AS INSTRUMENT NO. 84-
1500255.
ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY.
BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF
SAID PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF
THE SURFACE THEREOF, AS RESERVED IN THE DEED RECORDED JANUARY 24,
1986 AS INSTRUMENT NO. 86-98190, OFFICIAL RECORDS.
ALSO EXCEPTING ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES IN
AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT
ANY RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID
PROPERTY OR ANY PORTION OF THE SAID PROPERTY WITHIN 500 FEET OF THE
SURFACE THEREOF, AS RESERVED BY FRANCISCO ALONSO AND MODESTA
ALONSO, BY DEED RECORDED JUNE 23, 1986 AS INSTRUMENT NO. 86-778647.
ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND
UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY
RIGHT TO PENETRATE, USE OR DISTURB THE SURFACE OF THE SAID PROPERTY
OR ANY PORTION OF SAID PROPERTY WITHIN 500 FEET OF THE SURFACE
THEREOF, AS RESERVED BY FRANCISCO ALONSO, IN DEED RECORDED JULY 11,
1989 AS INSTRUMENT NO. 891097116, OFFICIAL RECORDS.
ATTACHMENT 3
232
EXHIBIT “B”
WORK PLAN
[to be inserted]
ATTACHMENT 3
233
ATTACHMENT NO. 12
GUARANTY AGREEMENT
[See Attached]
ATTACHMENT 3
234
Guaranty v2 Page 1 of 7
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (“Guaranty”) is made and entered into by
COMBINED PROPERTIES, INCORPORATED, a District of Columbia corporation (“CPI”),
and HUDSON PACIFIC PROPERTIES, L.P., a Maryland limited partnership (“Hudson”)
(collectively and individually referred to herein as “Guarantor”), to and for the benefit of THE
CITY OF CULVER CITY, a charter city of the State of California (“City”), and its successors
and assigns, effective as of ________________________, 2012 (“Effective Date”).
R E C I T A L S
A. Combined/Hudson 9300 Culver LLC, a Delaware limited liability company
(“Developer”) and the City entered into that certain Disposition and Development Agreement
dated ____________, 2012 (“DDA”), pursuant to which the Developer is required to cause the
construction and development of certain improvements (“Improvements”) upon real property
more particularly described in the DDA individually as the “Developer Parcel” and the “City
Parcel” and collectively the “Site”. All of the terms and provisions of the DDA are fully
incorporated herein by this reference as though fully set forth herein. The DDA as used herein
shall mean, refer to and include the DDA, as well as any riders, exhibits, addenda,
implementation agreements, amendments and attachments thereto or other documents expressly
incorporated by reference in the DDA. Any capitalized term not herein defined shall have the
same meaning ascribed to such term in the DDA.
B. Guarantor is an affiliate of Developer and it will directly benefit should the
Developer acquire title to the Developer Parcel and develop the Site in the manner and in
accordance with the terms of the DDA. The Guarantor acknowledges that this Guaranty is
required by the City as a condition precedent and as an inducement to the City to enter into the
DDA and to convey by grant deed title to the Developer Parcel to the Developer and to carry out
its obligations in accordance with the terms of the DDA.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration given by the City to Developer and Guarantor, the receipt and sufficiency of which
are hereby acknowledged, and in further consideration of and to induce the City to execute the
DDA, execute and deliver the grant deed, and perform its obligations under the DDA, the
Guarantor does hereby irrevocably warrant, guarantee and agree, jointly and severally, as
follows:
1. The Guarantor acknowledges receipt of a copy of the DDA and all of the
instruments described therein and/or attached thereto.
2. If for any reason, other than acts or omissions of the City, the Developer should
fail to perform any of its obligations under the DDA, including but not limited to failure to
complete its construction of the Improvements on or before the date required by the DDA in all
respects and in accordance with and in the manner set forth in the DDA and the plans and
specifications approved by the City (which obligations are hereinafter referred to as the
“Performance Obligations”), then the City at its option, and upon thirty (30) calendar days’ prior
ATTACHMENT 3
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Guaranty v2 Page 2 of 7
written notice to the Guarantor, shall call upon the Guarantor and the Guarantor shall assume
each and all of the outstanding obligations of the Developer constituting the Performance
Obligations, and shall promptly commence and diligently prosecute to completion all such
Performance Obligations in accordance with the terms of the DDA.
3. If for any reason the Developer fails to timely meet any of its financial obligations
under the DDA or to pay any amounts for which the Developer may become liable under the
DDA, including but not limited to the payment of the final Purchase Price payable by the
Developer for the Developer Parcel and all other payments due from the Developer to the City
under the DDA prior to and after the issuance of a Release of Construction Covenants (which
obligations are collectively and hereinafter referred to as the “Payment Obligations”), then the
City, at its option, and upon thirty (30) calendar days’ prior written notice to the Guarantor, shall
call upon the Guarantor and the Guarantor shall assume each and all of the outstanding financial
obligations of the Developer constituting the Payment Obligations, and promptly pay each and
all of the outstanding balances of the Payment Obligations in accordance with the terms of the
DDA as they become due and payable.
4. The Guarantor’s performance of the Performance Obligations may be excused
during periods of delay caused by the City or by the occurrence of events described in Section
806 of the DDA.
5. To the full extent of the Developer’s responsibility therefor, the Guarantor will
pay and discharge all mechanic’s and materialmen’s liens or claims therefor imposed against the
Site and/or Improvements and there shall be no mechanic’s, materialmen’s or other like liens or
claims outstanding against those portions of the Developer Parcel and/or the Improvements for
which the Developer is responsible for the construction financing of the Improvements,
excepting the lien of a first priority deed of trust for the construction financing of the
Improvements approved in advance and in writing by the City and any such liens which shall
have been bonded over or for which adequate surety has been posted, all to the satisfaction of the
City, and except as otherwise specifically permitted under the DDA.
6. This Guaranty is a present, absolute and continuing guaranty; the execution by the
City of the DDA shall conclusively evidence the reliance by the City upon this Guaranty and the
obligations and agreements of Guarantor as set forth herein.
7. The Guarantor waives (i) any right to require that any action be brought against
the Developer or any other person, or to require that resort be first had to any security for the
performance of the Developer’s obligations prior to the enforcement of this Guaranty by the
City, and (ii) any right to pursue any remedy in the Developer’s power whatsoever; and if any
right of action shall accrue to the City by reason of the failure of the Developer to perform any
obligation or pay any sum of money required of the Developer pursuant to the DDA then, unless
such default shall be cured by the Guarantor as aforesaid, the City, at its election, may proceed
against: (A) Guarantor, together with Developer (B) against Guarantor, and Developer, severally;
or (C) Guarantor only, in each case, without having commenced any action or having obtained
any judgment against the Developer and whether or not the Developer is a party in any such
action.
ATTACHMENT 3
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Guaranty v2 Page 3 of 7
8. The joint and several obligations of the Guarantor shall not be discharged,
impaired or otherwise affected by (i) any sale, transfer, assignment, pledge, surrender,
indulgence, forbearance, alteration, substitution, exchange, change in, amendment, revision,
modification or other disposition of the DDA, the Site or any portion thereof, and/or
Improvements; (ii) the acceptance by the City of any security for or other guarantors with respect
to the Performance Obligations and/or Payment Obligations guaranteed hereunder (collectively
the “Guaranteed Obligations”); (iii) any failure, negligence or omission on the part of the City to
enforce the terms of the DDA or otherwise protect the Site and/or Improvements; or (iv) the
release by the City of any security for the performance of the Guaranteed Obligations or the
release by the City of any person (including any other guarantor) from liability upon the
Guaranteed Obligations; it being expressly understood and agreed that the undertakings,
liabilities and obligations of the Guarantor shall not be affected, discharged, impaired or varied
by any act, omission or circumstance whatsoever (whether or not specifically enumerated herein)
except the due and punctual performance of the Guaranteed Obligations.
9. The Guarantor hereby expressly waives (a) notice of acceptance of this Guaranty;
(b) all notices to which the Guarantor might otherwise be entitled, except as required herein; (c)
any defense arising (i) by reason of any disability of the Developer or (ii) by reason of the
cessation from any cause whatsoever (except a defense available to the Developer under the
DDA) of the liability of the Developer other than full performance of the Guaranteed
Obligations; (d) diligence in enforcement and any and all formalities which might otherwise be
legally required to charge the Guarantor with liability; and (e) all diligence in collection or
protection and all presentment, demand, protest and notice of protest, notice of dishonor and
notice of default.
10. In the event that the Guarantor should fail to fully perform the Guaranteed
Obligations promptly as herein provided, the City shall have the following remedies:
(a) at its option and without any obligation so to do, but upon thirty (30)
calendar days’ prior written notice to the Guarantor, proceed to perform and/or pay on behalf of
the Guarantor any and all of the Guaranteed Obligations; and the Guarantor shall, upon demand,
pay to the City all such sums expended by the City in such performance on behalf of the
Guarantor; and
(b) from time to time and without first requiring full performance of any of
the Guaranteed Obligations by the Developer and without being required to exhaust any or all
security held by the City, to require (subject to Paragraph 4 hereof) performance by the
Guarantor of all of the Guaranteed Obligations (or any part thereof) pursuant to the terms hereof,
by action at law or in equity or both, and further to collect in any such action compensation for
all loss, cost, damage, injury and expense sustained or incurred by the City as a consequence of
such breach.
11. This Guaranty is a guaranty of the performance and payment of certain
obligations contained and provided for herein by the Guarantor, and the Guarantor shall be
personally liable for any claims by the City against the Developer with respect to the Guaranteed
Obligations. Nothing contained herein shall limit or otherwise impair the Guarantor’s obligation
to pay to the City, upon demand, all fees and costs (including, without limitation, attorneys’ fees
ATTACHMENT 3
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Guaranty v2 Page 4 of 7
and disbursements) incurred by the City in instituting and/or maintaining any action for damages
or specific performance against the Guarantor pursuant to the terms of this Guaranty.
12. As of the date of execution of this Guaranty, (i) the Guarantor warrants that it has
full authority to execute this Guaranty and comply with its terms, and (ii) the Guarantor declares
to and covenants with the City and its successors and assigns, that the Guarantor knows of no
defense whatsoever to any action, suit or proceeding, at law or otherwise, that may be instituted
on this Guaranty.
13. No failure on the part of the City to pursue any remedy hereunder or under the
DDA shall constitute a waiver on its part of the right to pursue said remedy on the basis of the
same or a subsequent breach.
14. The Guarantor, individually and collectively, shall promptly advise the City in
writing of any material adverse change in its business or financial condition.
15. Until the Guaranteed Obligations have been performed in full, the Guarantor shall
have no right of subrogation, and hereby waives any right to enforce any remedy that the City
now has or may hereafter have against the Developer and waives the benefit of, and any right to
participate in, any security now or hereafter held by the City from the Developer, except to the
extent such security remains after full performance of the Guaranteed Obligations.
16. This Guaranty shall terminate upon the satisfaction of both the issuance by the
City of the Release of Construction Covenants pursuant to the DDA and full payment by
Developer of the financial obligations constituting the Payment Obligations.
17. This Guaranty shall be binding upon the Guarantor jointly and severally, and its
successors and assigns.
18. Each reference herein to “City” shall be deemed to include The City of Culver
City in its capacity as the City under the DDA, and each of its successors and assigns; and all of
the provisions of this Guaranty shall run in favor of said named City and its said successors and
assigns.
19. The Guarantor agrees that it will reimburse the City for all expenses, including
reasonable attorneys’ fees, incurred by the City in enforcing the Developer’s performance of the
Guaranteed Obligations or incurred by the City in the enforcement of this Guaranty. Any sums
required to be paid by the Guarantor to the City pursuant to the terms hereof shall bear interest at
the rate of three percent (3%) over the Bank of America reference rate (up to the maximum rate
permitted by law) on the due date from the date said sums shall be due to the City until the same
shall have been paid in full.
20. This Guaranty shall be governed by and construed in accordance with the laws of
the State of California.
21. In addition to any other rights or remedies, the parties hereto may institute legal
action to cure, correct or remedy any default, to recover damages for any default, or to obtain any
other remedy consistent with the purpose of this Guaranty. Such legal actions must be instituted
ATTACHMENT 3
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Guaranty v2 Page 5 of 7
in the Superior Court of the County of Los Angeles, State of California, in any other appropriate
court of that county, or in the Federal District Court in the Central District of California.
22. In the event that any legal action is commenced by the Guarantor against the City,
service of process on the City shall be made by personal service upon the City Manager, or in
such other manner as may be provided by law. In the event such legal action is commenced by
the City against the Guarantor, service of process on the Guarantor shall be made by personal
service upon ________________ for CPI and _______________ for Hudson, and shall be valid
whether made within or without the State of California, or in such manner as may be provided by
law.
23. Time is of the essence hereof.
24. If any term, provision, covenant or condition hereof or any application thereof
should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all
terms, provisions, covenants and conditions hereof, and all applications thereof not held invalid,
void or unenforceable, shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
25. This Guaranty may be executed by the Parties hereto in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the date first
above written.
[Signatures on Following Page]
ATTACHMENT 3
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Guaranty v2 Page 6 of 7
COMBINED PROPERTIES, INCORPORATED,
a District of Columbia corporation
Date: _____________________ By: _____________________________________
Marianne Lowenthal
Executive Vice President,
Development & Acquisitions
HUDSON PACIFIC PROPERTIES, L.P,
a Maryland limited partnership
By: Hudson Pacific Properties, Inc.
a Maryland corporation,
its general partner
Date: _____________________ By: ________________________________
Name: ______________________________
Title: _______________________________
[Signatures Continue on Following Page]
ATTACHMENT 3
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Guaranty v2 Page 7 of 7
The City hereby accepts this Guaranty in accordance with the terms and conditions
contained herein.
THE CITY OF CULVER CITY,
a charter city of the State of California
Dated: ______________________ By: ____________________________________
John M. Nachbar
City Manager
APPROVED AS TO CONTENT:
By: ______________________________
Sol Blumenfeld
Community Development Director
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Carol Schwab
City Attorney
By: _________________________________
KANE, BALLMER & BERKMAN
City Special Counsel
ATTACHMENT 3
241
ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
[See Attached]
ATTACHMENT 3
242ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 1
The Public Parking Design Specifications include the design criteria to which the Developer
(defined below) shall design and construct the Public Parking Improvements in accordance with the
Disposition and Development Agreement (“DDA”) entered into by and between THE CITY OF
CULVER CITY, a charter city of the State of California (“City”), and COMBINED/HUDSON 9300
CULVER, LLC, a Delaware limited liability company (“Developer”), dated on or about January 31,
2012, and in accordance with the Development and Construction Contract for Public Improvements
(“Public Improvement Contract”) to be entered into by and between the City and the Developer by the
Closing (defined in the DDA) pursuant to the DDA. The Public Parking Improvements will be built
within the City Parcel (defined in the DDA) and partially within the Developer Parcel (defined in the
DDA) also known as “Parcel B”, and the Public Parking Improvements will be owned by the City.
I. DESIGN CRITERIA
A. Building Codes:
The Developer assumes the sole responsibility for insuring that all design, construction and
installation conforms to the California State Building Code and to all applicable provisions
of the latest Building, Zoning, Plumbing, HVAC, and Electrical Codes as adopted and
amended by the City of Culver City.
B. Facility Description:
The Developer’s proposed development, as described in the DDA, and the Scope of
Development attached to the DDA as Attachment No. 3. The development includes one
level of below ground parking, which is comprised of approximately 100 public spaces and
approximately 98 private spaces. The public spaces will be located within the City Parcel
and partially within the Developer Parcel and the private spaces will be located within the
Developer Parcel.
The primary use of the Public Parking Improvements portion of the Parking Improvements
structure is for the self-parking of passenger vehicles with certain areas devoted to dedicated
stairs and elevators for the vertical circulation of pedestrians within the Parcel B
Improvements and subterranean parking level.
The public parking level is designed as a partially open "mechanically ventilated” parking
structure of Group S3 occupancy, per the California State Building Code. The one level
subterranean parking is designed for a two-way traffic flow with majority of spaces situated
in the two-way aisles with 90° angle of parking. Vertical vehicular circulation will be via an
express ramp, located within the Access Road. The express ramp shall be designed to rise
one level per run, with the ramps to all levels stacked, up to the Level 7 parking.
C. Dimensions and Clearances:
The minimum vertical clearance from the finish floor to the finished ceiling shall be 9’-0”.
The minimum vertical clearance to underside of any structural element, ductwork, piping or
other obstruction shall be 8'-2" at drive aisles. Generally, there may be eight to ten drop
beams crossing over the drive aisles as required to support the building structure. The
Developer shall use reasonable efforts to minimize the number of drop beams crossing drive
aisles in the final design. Drop beams over drive aisles providing access to handicapped
ATTACHMENT 3
243ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 2
spaces are prohibited. Frame beams between parking spaces may encroach to 7’-0”. The
structural system utilized shall further provide for installation of lighting and piping above
the 8'-2" minimum clearance required. Sleeves through beams are required where horizontal
pipe runs thru beams are necessary.
D. Parking Spaces:
The structure shall provide approximately 200, non-tandem spaces, including 2 accessible
stalls per State of California Building Code Title 24 (ADA) requirements, and as many as
feasible motorcycle parking stalls and bicycle parking spaces. To the extent feasible, the
Developer shall use reasonable efforts to increase the number of spaces beyond the 200
spaces in the final design.
1. Parking spaces shall be a minimum of 8'-6" x 18', except stalls located between stalls
measuring 9’0”-wide can be reduced to 8’3”-wide. All stalls adjacent to any
obstructions (columns, walls…) shall be minimum 9’-0” wide.
2. The base number of parking spaces shall be accessible for self-parking; i.e., no spaces
shall be "buried", or situated in such a manner that it would become necessary to
move another car to utilize the parking space.
3. Minimum drive aisle widths for 90 degree angle of park to be 27’-0”.
4. Minimum 15’ inside turning radius shall be provided at the top and bottom of ramps
to ensure the proper ease of movement for vehicles. For a minimum of 30% of all
630 spaces, all columns located in between parking rows shall be located with
minimum 2’ setback from the face of the column to the edge of the drive aisle.
5. Final plans must be approved by the City of Culver City.
6. Parking for persons with disabilities shall conform to the State of California Building
Code Title 24 (ADA) requirements. In addition, disabled persons exiting a vehicle
must not pass behind any vehicle other than their own. A dedicated accessible path
shall be provided.
7. Motorcycle parking spaces shall be a minimum of 3’ wide x 8’ Long.
E. Ramp / Floor Slopes:
Express ramps shall not exceed a 14% slope. Transition ramps shall not exceed a maximum
of 8% slope. Ramp slopes over 10% are required to have 12' long transitions at the top and
the bottom. Minimum floor slope shall be 1% at all points. Floors are to be sloped to
interior drains.
F. Drainage:
Provide a trench drain at the bottom of each entry or exit ramp into the parking structure and
appropriate drainage, provided such appropriate drainage does not drain to the bottom of
each entry or exit ramp. The parking structure shall be designed in such a manner that each
floor shall be sloped locally toward drains to provide drainage for water blown in through
unprotected or exposed exterior wall openings during inclement weather. The floor slope
towards the drain shall be 1% minimum to insure positive drainage. Minimum floor slopes
must consider any camber in the floor system to insure positive drainage.
ATTACHMENT 3
244ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 3
The drainage shall comply with the Storm Water Development requirements in the Storm
Water Management and Discharge Control Ordinance, the City’s SUSMP, and the City’s
grading and drainage regulation and implementing documents.
G. Deck Surfacing:
Approved slip-resistant epoxy or elastomeric membrane waterproof wear coating shall be
applied to all slabs over construction joints, storage rooms, electrical rooms, elevator
equipment rooms and any other areas not used solely for the parking of passenger vehicles.
All traffic membrane areas shall have a UV/wear-resistant abrasive finish.
Minimum thickness for 2 coat epoxy systems to be 42 mils minimum or 3 coat urethane
coatings to be 70 mils at all vehicular traffic areas. At pour strips provide coating over an
area 12" beyond each side of said pour strip.
Provide inspection reports and manufacturer warranty for waterproofing.
H. Stairways and Exits:
The number and location of stairways and exits, as well as the stairway construction shall
conform in all details to the minimum requirements of the California State Building Code,
and other adopted regulations. All stairways shall be enclosed with a 2-hour rating and
contain vision windows on the exterior side of the building consistent with the building’s
architecture (as depicted in the Basic Concept and Schematic Drawings).
All treads and intermediate landings shall be concrete and shall have non-slip surfaces. All
treads nosing pieces shall be beveled or rounded (No sharp corners) as part of the tread pan
assembly.
All hand railings, guardrails (if installed), stringers and metal stair components shall have
joints continuously welded and ground smooth. Steel shall be galvanized or shop blasted and
primed with a zinc-rich epoxy primer and site top coated with a polyurethane steel coating
system. Handrail ends shall be turned against the adjacent walls and (if pipe or tube) capped.
All embeds and sleeves encased in concrete or masonry shall be galvanized after fabrication.
All railings shall be painted. Color to be selected and approved by the City (i.e. Grey).
I. Elevators:
Provide two 3,500 lb., 350 ft. /min., for the primary use of the public parking and accessory
access from the Parcel B Improvements podium level, and a single 3,500 lb., 350 ft. /min.,
elevators located on the northwest corner of the parking levels for the primary use of the
public parking, with accessory access from Parcel B Improvements podium level. The
elevators must be designed to serve all levels for both locations.
1. Elevator Finishes—Doors and frames shall be brushed stainless steel. Interior cab
finishes shall be brushed stainless steel, with non-slip ceramic tile flooring. Tile size
and color to be identified by the City.
ATTACHMENT 3
245ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 4
Elevators are for public use at all times by using the elevator call buttons. Elevator
glass shall be etch free and vandal proof.
2. Reference Standards—Compliance with Regulatory Agencies shall include the most-
stringent applicable provisions of following Codes and/or Authorities, including
revisions and changes in effect on date of these specifications.
? CCR Title 8, Subchapter 6, Elevator Safety Orders (Register 79, No. 1, 1-6-79
with all update amendments);
? Safety Code for Elevators, Dumbwaiters, Escalators and Moving Walks,
AMSE/ANSI A17.1;
? Inspectors' Manual, AMSE/ANSI A17.2;
? California Electrical Code;
? Life Safety Code, NFPA No. 101;
? The California Elevator Safety Construction Code, CCR Title 24, Part 7;
? Handicapped Code, Title 24, CCR Part 2, and American with Disabilities Act
(ADA); and
? Requirements of and any other Codes, Ordinances and Laws applicable within
the governing jurisdiction.
J. Subterranean Ramp Screening:
The materials and design of the subterranean ramp screening to be determined and approved
by City after the samples have been provided.
K. Security:
The vehicular entries and exits must be able to be secured with powered, key operated roll-
down security grilles. The area will require 3 individual grilles that can be operated
separately, for operational flexibility. The grille type, material, and finish will be determined
by the City.
Maximum surveillance of parking floor is essential to obtain adequate security. For this
reason interior walls and obstructions must be kept to a minimum.
Provide all conduit, wiring and cameras for a complete CCTV system. The cameras shall be
located at stair and elevator cores on every level, to provide full coverage of the area.
Cameras will be required inside the elevator cabs. Cameras will also be required at the
vehicular entries and exits aimed so that the license plate and drive can be recorded.
Additional cameras will potentially be required within the parking floors. The cameras shall
be pan-zoom-tilt, bubble style with vandal proof enclosures/casing. The total number of
cameras and final locations will be determined by the City. As part of CCTV system,
provide connection for the video signal from cameras to a Security and/or Parking Control
Office to be designated by the City. Specifications for the camera system will be provided,
as an attachment to this document, by the City (at a later date).
Blue light Emergency Phones shall be provided in every elevator lobby, on every floor.
ATTACHMENT 3
246ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 5
All light fixtures, plumbing items, signs and other equipment shall be installed with "tamper-
proof" hardware to minimize vandalism and theft.
L. Signs and Graphics:
Overhead traffic directional signs will be required. Interior signs to be Sintra with painted
background and 3M reflective sheeting for sign copy. Pedestrian way finding signage within
the garage will be required.
Identification of each parking level through use of graphics, 2’ wide color band on each
column, letters, numerals, etc. on columns, and elevator doors shall be provided. The City to
determine and approve the colors and design. Parking structure exterior and interior,
illuminated and non-illuminated vehicular and pedestrian directional signage and graphics
shall be provided subject to receiving approval from the City.
Exterior signage shall conform to City requirements, and consist of the following:
1. A projecting sign consisting of individual 4’ by 4’ square internally illuminated sign
cabinets spelling out “P-A-R-K” (one letter per cabinet), shall be located on the
exterior building wall edge immediately north of the public parking garage access
along Eighth Avenue and depicted on Basic Concept and Schematic Drawing page
number 8.04. The top of the “P” letter cabinet shall not be placed above 65’ in
height; the bottom of the “K” letter cabinet shall be no lower than the general floor
level of the project’s Level 3. The letter cabinets shall be spaced approximately 1’
from each other, and approximately 1’ from the face of the exterior building wall on
supports compatible with building architecture. Sign shall not project more than 5’
from property line. Letter font shall be “Interstate Bold.” Letters shall be white on
teal background (teal color specification is “3M Scotchcal Series 230-246.” Letter
height shall be 2’-9”.
2. A projecting sign meeting the requirements of number 1 (above) shall be located on
the exterior building wall edge at the corner of Eighth Avenue and Market Street
(perpendicular to the Market face of the building wall) and depicted on Basis Concept
and Schematic Drawing page number 8.03. A 2-SF arrow (“Interstate Bold” font)
shall be installed at the bottom of the “K” letter cabinet. The arrow shall be
individually-shaped and not within a cabinet, and meet the color specifications for
letters noted above.
3. A wall-mounted sign consisting of individual letters spelling out “PUBLIC
PARKING” shall be located on the face of the exterior building wall located
immediately above the public parking garage driveway. Letter font shall be
“Interstate Bold” and be all capital letters.
M. Parking Control System:
The parking structure access is provided thru 3 entry / exit lanes, one dedicated entry lane,
one dedicated exit lane and one reversible lane (equipped to allow for reversible operation).
ATTACHMENT 3
247ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 6
Provide Amano McGann public access system consistent with other City parking structures
with automatic gates, ticket dispensers, red/green ball-type traffic control lights and
cashier/attendant booth with the required equipment and intercom system. The booth type,
size, and finishes to be determined and approved by the City.
In addition, the system shall provide employee/staff card access with card readers,
transponders, nested areas and other required Parking Control System equipment.
Developer must provide for the complete Parking Control System to be On-Line to the Ince
Parking Structure parking management control office located at 9099 Washington Boulevard
in Culver City, California.
Developer must provide a complete revenue control system with ticket dispensers, automatic
fee calculation, cashier booth, and a complete automatic count system, including but not
limited to, buried detector loops, count monitoring system, illuminated signs at entry, etc. to
advise parkers as to how many spaces are available as they are entering the parking structure.
Specifications for the Parking Access and Revenue Control Equipment will be provided, as
an attachment to this document, by the City (at a later date).
N. Miscellaneous Metal:
Trench and area drain assemblies, pipe sleeves, embeds, supports, miscellaneous supports,
anchorages, etc. encased in or in contact with concrete or masonry, shall be galvanized.
Where the Design Criteria indicate that metals are to be painted, surface preparation, priming
and steel coating will conform to the 80% Construction Drawing specifications.
O. Hollow Metal Doors and Frames:
Hollow metal doors and pressed metal frames as required.
Doors and frames, to be color code painted as selected by the City. Provide U.L. Fire
Rating labels where required.
Doors shall be fabricated of cold-rolled galvannealed furniture steel with 18 gage minimum
face sheets and shall be used for all rooms and where required by applicable Building Code.
Frames shall be welded type steel frames, fabricated of cold-rolled galvannealed furniture
steel; 16 gage steel for 3'-0" openings, 14 gage over 3'-0".
P. Finish Hardware:
Locksets, latch sets, etc., shall be heavy-duty Lever Series type with removable 6 pin core as
approved to match other hardware used by the Developer. All locksets shall be keyed to the
City’s standards.
Q. Painting:
Paints shall be as manufactured by Dunn-Edwards, Frazee, ICI Dulux, Sherwin Williams, or
other manufacturers will be acceptable subject to the City's prior approval and in
conformance to specified systems in type and quality.
ATTACHMENT 3
248ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 7
All ferrous and non-ferrous metals shall be protected by a steel coating system finish.
Metals shall be either galvanized or primed with a zinc-rich epoxy primer followed by a
High-build intermediate coat and a polyurethane topcoat.
Paint all concrete beams, ceiling areas and walls with primer and final coats.
Concrete form release agents shall be selected for compatibility with subsequent coatings.
Paint colors to be selected from a full range of colors by the City.
R. Marking, Striping and Curbs:
Provide all labor and materials required for striping all parking spaces and for painting
directional arrows for the parking space layout and traffic flow. All parking spaces shall be
double striped using 4" painted lines. Precast concrete curb bumpers (wheelstops) are not
required. Galvanized metal concrete filled bollards, as accessible sign post, will be required
as barrier for these stalls. Concrete filled bollards will also be required, as barriers at the
edge of exit / entry lanes, all access points to elevator / stair lobbies, providing separation and
barrier between pedestrian and vehicular areas. Bollards shall be placed at 4’-0” O.C. Max.
Pipe-guards are required to protect drain piping, exposed electrical boxes and conduits. All
column corners in the path of vehicular travel or impact shall have galvanized metal corner
guards, from slab to 30” AFF, as required by the City.
S. Storage / Electrical / Elevator Machine Rooms:
To be provided as required. Lighting, fire protection system and HVAC of rooms shall be as
required by applicable codes and ordinances.
T. Level 1 (Street Level) Elevator Lobby:
All flooring, light fixtures, wall finishes, the glass window between the lobby and the entry
drive lane to be designed by architect upon the Owner’s direction.
U. Operations Area:
An operations area consisting of the following five components shall be located on Level 1
(Street Level) immediately north of the vehicle entry and exit lanes along Eighth Avenue:
V. Police Bicycle Storage Space (if provided)
A police bicycle storage space, with a minimum area of 370 S.F., shall be built. Access to
the storage space shall be through the public parking areas of the structure. The storage
space tenant improvements shall be determined and approved by the City and the Culver City
Police Department.
II. INTERIOR TREATMENTS
A. Columns, Beams and Underside of Slabs:
To have surfaces smooth free of fins and projections, rock pockets, or pin holes and voids
greater than 3/16" filled. Surfaces shall be sacked if necessary to achieve uniform smooth
ATTACHMENT 3
249ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 8
finish and painted. Ceiling soffits shall be free of deck panel buttons, have all nails/staples,
bolts, wood form chips and other projections removed and all voids filled to match color and
texture of adjoining concrete. Form all soffit/slab edges above grade exposed to the exterior
with a continuous uniform drip 4" from edge.
B. Floors:
Finish with steel trowel, finish in rotary pattern to obtain heavy/coarse sweated swirl finish
with ¼” ridges, on parking floors. Provide sample panel for the City’s approval. All stair /
elevator stops on the upper levels to be finished in ceramic tiles. All walls in these areas
shall also be finished. All finishes, wall finishes or other upgraded finishes to be selected and
approved by the City.
C. Concrete Walls:
Walls shall have all fins and projections removed and voids filled. Walls shall receive an
architectural "sack finish" and be painted. Exterior corners are to be chamfered. Horizontal
form joints shall be covered by reveals. Provide reveals as required.
D. Concrete Block Walls:
All CMU walls shall be 8" x 8" x 16" standard concrete masonry units fully grouted with
required reinforcing. All CMU walls shall be painted. All CMU walls in the immediate
vicinity of the elevator (what would be the elevator lobby area – similar to the tiled floor
landing area) shall receive an enhanced finish.
E. Vehicular Restraint:
Vehicular restraint shall be provided by cast-in-place concrete or precast concrete spandrels,
or as otherwise selected, with review and approval of the City.
Any spandrel connections shall be galvanized and concealed in grout pockets or in curbs.
Spandrels shall be designed in accordance with the minimum standards of the
California State Building Code for vehicular impact loads and heights.
F. Building Entries/Exits:
Building entry and exit area finishes shall be determined in conjunction with and approved
by the City.
G. Fencing (if provided):
Any fencing material used within the interior portions of the public parking garage shall be
vinyl-coated chain link, with posts and all other members painted to match the vinyl coating
color, unless another material is approved by the City.
III. PLUMBING AND FIRE PROTECTION SYSTEMS
All plumbing work shall conform to all applicable codes and ordinances of the City of Culver City
and State of California.
ATTACHMENT 3
250ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 9
Provide required standpipe systems, sprinkler system, storm sewer system and storm drain
connections.
Interior emergency floor drain system connected through vertical interior storm drain risers and
conducted through horizontal below grade storm drain piping to the site drainage system.
Provide storm water grease/oil, sand interceptor or fossil fuel filter system per code conformance
with storm water mitigation requirements.
Any sprinkler system that may be necessary, the use of horizontal pipe runs in excess of five feet
must be approved by the City.
Provision of fire protection systems shall be provided in conformance with applicable codes, Fire
Department regulations and local authority's approval. Provide fire extinguishers as required by the
Fire Department and agreed to by the City. Per City of Culver City and Uniform Fire Code,
provide sprinkler system. Standpipes are required at stairwells. The sprinklers and standpipes
shall be interconnected to form a "combined system". All piping to be cleaned and painted.
IV. ELECTRICAL
The electrical work to be provided shall include the furnishing of all labor and materials for a
complete and operable electrical system for the parking levels. Provide a separate meter for the
City parking levels.
Prepare detailed electrical drawings showing the lighting system, power supply, circuitry, and
appurtenant electrical work. All electrical work shall conform to all applicable City and State
Codes and Ordinances.
All contractors proposed alternates shall be approved in advance by the City. In the event the
Contractor installs alternate materials or installation methods, differing from the approved plans,
that are not acceptable to the City, the Contractor shall make the necessary corrections or do the
additional work required, or both, at no additional cost to the City.
A. Electrical Service:
Provide primary conduit /feeder, medium voltage transformer and secondary conduit/feeder
to main parking structure meter and switchgear. Meter, switchgear, and all panel boards are
to be located in the electrical room. Serving voltage to be 277/480 V-three phase, 4 wire.
Provide dry-type transformers as required. Power wiring and disconnect switches to be
provided and installed for each circuit. Secondary voltage is 120/208, 3 phase, 4 wire.
Provide power wiring for convenience outlets at each elevator on each level, storage room,
electrical room and elevator equipment rooms. Provide telephone switchboard in electrical
equipment room and phone service to elevator cab, and to top and bottom Level of the shaft
near each elevator. Confirm other phone service locations with the City.
Provide additional circuits as required for the operation of the parking control equipment.
All transformers and meters shall be located underground or behind the property lines,
screened from public view.
ATTACHMENT 3
251ATTACHMENT NO. 13
PUBLIC PARKING DESIGN SPECIFICATIONS
ATT No 13 - Public Parking Design Specifications.doc Page 10
B. Emergency Power:
Provide emergency power to elevators, sump pumps, mechanical ventilation system and
emergency lighting per applicable codes.
C. Lighting:
Drawings of the Entry (Ground) Level and a Typical Level showing the lighting layout and
the computer generated point by point photometrics for each level, must be submitted for
City’s review and approval. Lighting layout and controls shall have the capability of
providing the following minimum maintained foot-candle levels measured at the floor (or as
required by Codes):
Average
Maintained
Interior driving aisles 10.0
Interior parking areas at vehicle door 5.0
Interior parking areas at front of each vehicle 1.0
Stairways, elevators, elevator lobbies 20.0
Entry / exit areas 50.0
Light distribution is important. The average maintained maximum to minimum ratio must not
exceed 10:1.
Provide lighting panel-boards adjacent to the main switchboard. Circuits to be time switched
by programmable lighting controller.
D. Light Fixtures:
Parking area fixtures will all be Fluorescent Fixtures. The fixtures shall be energy efficient
fixtures, meeting LEED standards. Fixtures in rooms will be florescent with zero degree
electronic ballasts and T-8 lamps.
V. MECHANICAL
Provide mechanical ventilation system in accordance with the State of California Building Codes.
Where possible the system should be a “Push-Pull” system to avoid any unnecessary ductwork.
Mechanical fans to be variable speed and controlled with a Carbon- Monoxide Monitoring System.
ATTACHMENT 3
252
ATTACHMENT NO. 14
CONCEPTUAL PLAN OF RETAIL AND RESTAURANT SPACE
[See Attached]
ATTACHMENT 3
253ATTACHMENT NO. 14
CONCEPTUAL PLAN OF THE RETAIL AND RESTAURANT SPACE
ATTACHMENT 3
254
ATTACHMENT NO. 15
LIST OF PRE-APPROVED TENANTS
[See Attached]
ATTACHMENT 3
255LIST OF PRE-APPROVED TENANTS
January 2012
(9300 Culver Boulevard – Qualifying Tenants)
Page 1 of 3
Clothing/Shoes/Jewelry/Acc. 50 Digs 100 Kenneth Cole New York 150 Quicksilver
1 7 For All Mankind 51 DNA 101 Kicks 151 Ralph Lauren
2 A|X Armani Exchange 52 Dosa 102 Koi 152 Rampage
3 Adidas 53 Eggy 103 Lacoste 153 Rebel
4 Agnes B 54 Eileen Fisher 104 Laundry By Shelli Segal 154 Reinstein/Ross
5 Aldo 55 Eli Thomas for Men 105 Lazaro Jewelry & Home Acces. 155 Replay
6 Alexia Crawford Accessories 56 Elisa 106 Lesportsac 156 Robert Lee Morris
7 Allen Edmonds 57 Em& Co. 107 Levi's 157 Robert Marc Opticians
8 American Eagle Outfitters 58 Epic Apparel 108 LF 158 Rolling Robots
9 Ann Taylor Loft 59 Ernest Sewn 109 London Sole 159 Rosie Pope Maternity
10 Anne Fontaine 60 Ever 110 Look! Optical 160 San Francisco Shirt Company
11 Annie Creamcheese 61 Eye Society 111 Lovella Bridal 161 SelimaOptique&Accessories
12 Anthropologie 62 Facial Index 112 Lucky Brand 162 Sketchers
13 Anubee Children’s Boutique 63 Flying A 113 Lucy 163 Smith Alder
14 Arche 64 Flying Lizard Designs 114 LululemonAthletica 164 Spazio
15 Ash Francomb 65 Foravi 115 M0851 165 Sports Footwear
16 Athleta 66 Fragments 116 Madewell 166 St. Croix
17 Barneys New York CO-OP 67 Franco Uomo 117 Malo 167 Stade
18 BCBG Max Azria 68 Free People 118 Marc Jacobs 168 Steve Madden
19 Beach Bunny 69 French Connection 119 Marithe + Francois Girbaud 169 Steven Alan
20 Beau Bijou 70 FrontRunners 120 Max Studio 170 Stuart Moore
21 Becker Surf 71 Furla 121 Maxmara 171 Stuart Weitzman
22 Belenky Brothers 72 Gap 122 Michael Stars 172 Sunglass Hut
23 Betsy Johnson 73 Gap Body 123 MiuMiu 173 Swatch
24 Big Buddha 74 Georgiou Studio 124 Moondance Jewelry 174 Swiss Army
25 Blue Jean Bar 75 Gilly Hicks 125 Morgenthal-Frederics Opticians 175 Ted Baker
26 Boca Men and Women 76 Guess by Marciano 126 Myoptics 176 The Blue Jeans Bar
27 Boutique Fushia 77 H&M 127 Nanette Lepore 177 The Hundreds
28 Boutique Harajuku 78 Hlaska 128 Nike 178 The Walking Company
29 Brandy Melville 79 IceBreaker 129 North Face 179 Timberland
30 Buffalo Exchange 80 Il Bisonte 130 Oakley 180 Tommy Bahama
31 By George 81 Ilori 131 Old Focals 181 Toms
32 Calleen Cordero 82 Irene's Story 132 Olive And Bette’S 182 Top to Top
33 Calvin Klein 83 Ivan Grundahl/Linea S 133 Oliver Peoples 183 Topman
34 Calypso St. Barth Home 84 James Perse 134 Onassis 184 Topo Ranch
35 Camper 85 J Crew (New Concept) 135 Original Penguin Soho 185 Tourneau
36 Chico's 86 J. Crew 136 Orvis 186 True Religion
37 Christopher Fischer 87 J’adore Paris 137 Patagonia 187 Tse
38 Citizens for Humanity 88 Jack Spade 138 Penelope Boutique 188 Union Made
39 Club Monaco 89 Jest Jewels 139 Pharmacy Board Shop 189 Unis
40 Cole Haan 90 Jill Platner 140 Phat Farm/Baby Phat 190 United Colors Of Benetton
41 Crumpler 91 Joan's on Third 141 Pink Stripes 191 Urban Outfitters
42 Custo 92 Joe's Jeans 142 Pitaya 192 Vajra Collection
43 Custo Barcelona 93 John Varvatos 143 Platt Boutique Jewelry 193 Vera Bradley
44 D.L Rhein 94 Johnny Cupcakes 144 Pleats Please Issey Miyake 194 Versani
45 Dan Deutch Optical Outlook 95 Juicy Couture 145 Popkiller 195 Via Spiga
46 David’s 96 K.Swiss 146 Prana 196 Weathervane
47 Dean's Leather 97 Kaitlyn 147 Pretty Ballerinas 197 XXI Forever
48 Denim Bar 98 Kaori'S Closet Tokyo 148 Puma 198 Zina
49 Diesel 99 Kate Spade 149 Push
ATTACHMENT 3
256LIST OF PRE-APPROVED TENANTS
January 2012
(9300 Culver Boulevard – Qualifying Tenants)
Page 2 of 3
Home Furnishings Specialty Store/Services 296 Papyrus 344 Left Bank Brasserie
199 CarrolBoyes 247 100% Pure 297 Priscilla of Boston 345 Lemonade
200 CB2 248 Amorepacific 298 Pure Beauty 346 Literati Café
201 Crate & Barrel 249 Apple 299Pylones 347 Lovebirds Café
202 Flou* 250 Art of Shaving 300Rasputins Records 347 Madame Chocolat
203 Hastens* 251 Atelier, AVEDA Lifestyle Salon
Spa
301Senna Makeup Studio 348 Market Gourmet
204 Jonathan Adler 252 Bang And Olufsen 302 Sephora 349 Meatball Shop
205 Kreiss Collection* 253 Bare Escentuals 303 Skincare Lab 350 Mendocino Farms
206 LigneRoset* 254 Barnes and Noble 304 Sony 351 Mini Bay Cities
207 Luce Plan* 255 Bella Cures 305 Swatch 352 Novel Café
208 Maclaren 256 Bellarmine Salon 306 Vintage Wine Merchants 353 Pasta Pomodoro
209 MaisonParadi 257 Benefit 307 W’s Salon 354Petros
210 Michele Varian 258 Bliss 308 White Lilac 355 Pierre la Fond
211 Modernica* 259 Boffi 309 Optometrist Office 356 Pizza Antica
212 Module R 260 BrujaBotanica 310 Dentist Office 360 Pluto’s 357Porta Via
213 Montauk Sofa* 261 Cohiba Cigar Lounge 358 Potato Corner
214 Moroso* 262 Cork Dining/Restaurant/Lounge 359 Richie Palmer's Pizzeria
215 Poltrona Frau* 263 CosBar 311 5 Napkin Burger 360 Rosa Mexicano
216 PomPom 264 Dry Bar 312 7 Grand 361 Rosie McCann’s Irish Pub &
Rest.
217 Property* 265 Empty Vase 313 800 Degrees 362 Roux Louisiana Kitchen
218 Restoration Hardware 266 Face Stockholm 314 Ahn-Joo 363 Santa Monica Seafood
219 Rooms and Gardens* 267 Village Dental 315 Amber India 364Silvergreens
220 Sur la Table 268 Floral Art 316 Beard Papa's 365 Sino
221 The Container Store* 269 Floyd’s Barbershop 317 Blowfish Sushi 366 Spotted Pig
222 The Shade Store* 270 Gilly Hicks 318 Bottega Louie 367 Straits
223 Vera Bradley 271 Hairroin Salon 319 Boudin 368Tartinery
224 West Elm 272 Hastens* 320 Bread Bar 369 The Counter
225 Williams Sonoma 273 Hennessey + Ingalls 321 Burger Lounge 370 The Curious Palate
226 Z Gallerie 274 Ideal Image* 322 Café Almadine 371 The Gypsy Den
275 Ingo Mauer 323 Chi Dynasty 372Thea Mediterranean Cuisine
Sweets/Dessert 276 InSpa 324 Cocola Bakery & Café 373TrattoriaAmic
227 21 Choices 277 Jacob Maarse 325 Consuelo Mexican Bistro 374 Umami Burger
228 Babycakes 278 Keetsa* 326 Coral Tree 375Urth Café
229 Bennett’s 279 Kiehl's 327 CrepeMaker 376Village California Bistro &
Wine Bar
230 Bulgarini Gelato 280 KLEUR Nail Art Studio 328 D’Angelo 377Vintage Wine Bar
231 Crumbs Bake Shop 281 Laser Away* 329 Dean & Deluca 378Wahoo’s Fish Taco
232 Kara's Cupcakes 282 Lather 330 Deluca's Italian Deli 379Wonderlust
233 LetteMacarons 283 Lavande Nail Spa 331 Eataly 380Yankee Pier
234 Menchie's 284 L'Occitane 332 El Jardin Tequila Bar & Rest. 381 Yard House
235 Milk 285 MAC Cosmetics 333 Frida Mexican Cuisine
236 Pazzo Gelato 286 MaiDo 334 Granville Café Fitness/Studio
237 Pinkberry 287 Malin& Goetz 335 Hatfield's Sycamore Kitchen 382 Club One Fitness
238 Platine Bakery 288 Nail Bar 336 Huckleberry 383 Curves
239 Sprinkles 289 Nixon 337 It's All About the Bread 384 Flywheel
240 Suzie Cakes Market 290 Olin Avenue 338 Jewel City Diner 385 Karina Smirnoff Dance
241 Sweet Rose 291 Optical Illusions 339Katsuya 386 Soul Cycle
ATTACHMENT 3
257LIST OF PRE-APPROVED TENANTS
January 2012
(9300 Culver Boulevard – Qualifying Tenants)
Page 3 of 3
242 Swenson’s 292 Ora Gold 340Katwalk 387 YAS Fitness Center
243 Temptations 293 Origins 341 La Boulange 388YogaWorks
244 Twirl 294 Paper Source 342 LB Steak 389 Bar Method
245 Yogurtland 295 Dan Deutsch Optical Outlook 343 Le Pain Quotidien 390 Pop Physique
246 Nice Cream
* First Floor Use Prohibited
ATTACHMENT 3
258ATTACHMENT 4
259ATTACHMENT 4
260ATTACHMENT 4
261ATTACHMENT 4
262