City of Culver City, California
Agenda Item Report
Page 1 of 5
Meeting Date: 03/07/2011 Item Number: A-2
REDEVELOPMENT AGENCY BOARD AGENDA ITEM: Approval of a Letter of
Commitment and Purchase Option Agreement Between the Culver City
Redevelopment Agency and Los Angeles Housing Partnership, L.P, and related
budget amendment.
Contact Person/Dept.: Tevis Barnes,
Community Development
Phone Number: (310) 253-5782
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [X] Attachments: [X]
Commission Action Required: Yes [] No [X] Date: _______________
Public Notification: (E-mail) Meeting and Agendas – Redevelopment Agency
(03/04/2011);Los Angeles Housing Partnership ( 03/01/2011)
Department Approval:
Sol Blumenfeld: (03/03/11)
Agency General Counsel Approval:
Murray Kane: (03/03/11)
Chief Financial Officer Approval:
Jeff Muir (by N. Kimball) (03/04/11)
Executive Director Approval:
John Nachbar (03/04/11)
RECOMMENDATION
Staff recommends that the Culver City Redevelopment Agency Board (Agency
Board):
1. Approve a budget amendment appropriating $15,400,000 in Low/Moderate
Income Housing Funds (55497500); and
2. Approve a Letter of Commitment which includes the terms and conditions of a
loan in the amount of $15,200,000 to Tilden Terrace, L.P. (Developer) for the
development of 33 units of affordable rental housing and 10,700 square feet of
commercial space (Proposed Project) on the site composed of parcels located at
11042-11052 West Washington Boulevard (APN 4213-007-001) (Developer
property) and 11054-11056 West Washington Boulevard (APN’s 4213-007-900,
4213-007-901) (Agency Property) and;
3. Approve a Purchase Option Agreement for the acquisition of Agency-owned
property located at 11054-11056 West Washington Boulevard. (APN’s 4213-007-
900,4213-007-901) (Agency Property) by the Developer for the purchase price of
$3,400,000.
.
BACKGROUND
On March 17, 2008, the Agency Board reviewed and approved implementation of Years
1 and 2 of the Comprehensive Housing Strategy (CHS). The CHS identifies housing
sites and development costs and allocates monies from the Housing Set Aside Fund to City of Culver City, California
Agenda Item Report
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improve the City’s affordable housing stock and meet housing production requirements
under the Regional Housing Needs Assessment (RHNA) |1010|
The housing production sites approved for implementation during Years 1-2 of the CHS
includes the Agency-owned site located at 11054-11056 West Washington Boulevard.
Proposed Project
The Developer submitted an unsolicited proposal dated May 10, 2010, for acquisition
and development of 11042-11056 West Washington Boulevard. The Proposed Project
consists of a 3-story, 35-foot high, mixed use building with 10,700 square feet of ground
floor commercial space and a total of 33 affordable residential units at the second and
third levels. The project will provide a total of 106 parking spaces (41 surface parking
spaces for the commercial visitors, employees and residential guests and 65 spaces in
a one-level subterranean garage for the residential tenants).
Residential amenities include a community/recreation room, cyber library computer lab
fully equipped for educational use, two large interior central courtyards with benches
and tables, laundry facilities on both the second and third floors and a roof-top
community garden.
The Proposed Project also includes offsite improvements including new sidewalks,
street furniture and street trees. It also includes new landscaping within the medians
adjacent to the site as well as various operational and circulation improvements at the
adjacent intersections of Washington Boulevard including Washington Place, Tilden
Avenue and Harter Avenue.
The Agency’s expectation is to develop a place-making project that promotes area
redevelopment and revitalization. Toward that end, staff has worked diligently over the
last four months with the Developer and the community to incorporate design and
revitalization programming that enhances the street and is fitting with the adjacent
residential neighborhood. The Proposed Project is designed as a high quality, mixed
used development with ample plazas and setbacks to provide opportunities for outdoor
dining and landscaping.
The retail component is considered as important to the Proposed Project as the
residential component and is designed to communicate effectively with the street and
sidewalks. The retail spaces will include design features that help ensure quality retail
tenants with attractive storefronts and signage. The materials, colors and textures of
the building are intended to evoke quality and permanence. The building finishes
include corten steel, wood, and an abundant use of glass. The building includes step
backs and setbacks to create an attractive building form and provide visual interest.
Clerestory windows are used to provide light to the residential units and common areas.
The Agency has also programmed funds to improve the public spaces with new street
furniture, crosswalks, and landscaping and will provide a commercial rehabilitation City of Culver City, California
Agenda Item Report
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program for some of the adjacent commercial properties in order to stimulate further
revitalization and reinvestment.
DISCUSSION:
The Agency entered into an Exclusive Negotiation Agreement (ENA) with the Developer
on December 13, 2010.|1010| The ENA is intended to provide time to negotiate a
Disposition and Development Agreement (DDA) between the Developer and the
Agency. Along with the ENA, the Agency Board also approved a License Agreement
with the Developer to allow for the inspection and investigation of the Agency Property
to determine suitability for the development.
Letter of Commitment
The DDA negotiations with the Developer include a loan commitment in the amount of
$15,200,000 for the development of the Proposed Project. The total development cost
is estimated to be $23,986,500. Other sources of funds to support the development of
the project include a permanent loan, deferred Developer fee, and Tax Credit Equity.
This commitment is contingent on the Proposed Project being awarded 9% Low Income
Housing Tax Credits and is subject to the terms and conditions set forth in the Letter of
Commitment.
The Agency loan is structured to include low and moderate income tax increment funds
and unrestricted tax increment funds (80% funds).|1010| The Agency’s loan will be
apportioned to fund the residential and the commercial components of the Proposed
Project, respectively.
Unless otherwise agreed in writing by the Agency, in its sole discretion, the Agency’s
approval of this financing commitment is subject to and contingent upon the terms and
conditions set forth in the attached Letter of Commitment. Further, the Agency reserves
the right, in its sole discretion, to modify any of the terms, conditions or requirements set
forth in the Letter of Commitment. Should the Agency Board approve this item this
evening, this commitment will expire on December 31, 2011.
Purchase Option Agreement
The draft DDA also includes an option for the Developer to purchase the Agency-owned
property located at 11054-11056 West Washington Boulevard for the development of
the Agency Property and the Developer Property. The terms of the option are outlined
in the attached Purchase Option Agreement. The termination date of the terms is
December 31, 2011.
The Developer’s purchase price for the Agency Property is $3,400,000. The purchase
price is based upon property disposition with a 30 day escrow, and the property sale is
“as is.” An appraisal was conducted by Ryon and Associates on February 21, 2011. City of Culver City, California
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FISCAL ANALYSIS:
The Agency loan will not exceed $15,200,000. Appropriating an additional $200,000 is
recommended to fund any potential off-site/alley improvements that may be needed as
part of the project. Any unused funding will be carried over to next fiscal year. The
Low-and-Moderate Income Housing Set Aside Fund has a sufficient fund balance to
support the Proposed Project and loan commitment.
ATTACHMENTS:
1. Letter of Commitment
2. Purchase Option Agreement
3. Tilden Terrace Renderings
MOTION:
That the Redevelopment Agency Board:
1. Approve a budget amendment appropriating $15,400,000 in Low/Moderate
Income Housing Funds (55497500) to fund the Tilden Terrace project; and
2. Approve a Letter of Commitment which includes the terms and conditions of a
loan in the amount of $15,200,000 to Tilden Terrace, L.P. (Developer) for the
development of 33 units of affordable rental housing and 10,700 square feet of
commercial space (the Project) on the site located at 11042-11052 West
Washington Boulevard (APN 4213-007-001) and at 11054-11056 West Washington
Boulevard (APN’s 4213-007-900, 4213-007-901) and;
3. Approve a Purchase Option Agreement for the acquisition of Agency-owned
property located at 11054-11056 West Washington Blvd. (APN’s 4213-007-
900,4213-007-901) by the Developer for the purchase price of $3,400,000.
4. Authorize the Agency General Counsel to review/prepare the necessary
documents; and,
5. Authorize the Executive Director to execute such documents on behalf of the
Agency.
Notes
1
Under RHNA, over the next 7 years, the City must create 504 units of housing with 294 of those units
being designated for very-low, low and moderate income households.
2
ENA deal points identified by staff included land sale price; timing for negotiations/construction, project
operations/management; definition of acceptable commercial tenants, and offsite improvements. The City of Culver City, California
Agenda Item Report
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ENA provided for a 120-day period to allow diligent good faith negotiations in the preparation and
execution of a Disposition and Development Agreement (DDA). Approval of the DDA is scheduled to be
presented to the Board on March 21, 2011. To date, the Developer has adhered to all the conditions and
terms of the ENA.
3
Low and moderate income housing funds are required to be set aside by the Agency for the purpose of
increasing, improving and preserving affordable housing for low and moderate income households,
pursuant to California’s Community Redevelopment Law (Health and Safety Code §§ 33000, et seq., Set
Aside Funds).
MEETING DATE: 03.07.11
AGENDA ITEM: Approval A Letter of Commitment and Purchase Option
Agreement Between the Culver City Redevelopment
Agency and Los Angeles Housing Partnership, L.P.
ATTACHMENTS
Pages
1. Letter of Commitment 1-7
2. Option Agreement 8-19
3. Tilden Terrace Renderings 20-22
9770 CULVER BOULEVARD CULVER CITY, CA 90232-0507 www.culvercity.org
SOL BLUMENFELD, ASSISTANT EXECUTIVE DIRECTOR
REDEVELOPMENT AGENCY TEL 310.253.5700 FAX 310.253.5779
March 8, 2011
Mary Silverstein, President and Executive Director
Los Angeles Housing Partnership
1200 Wilshire Boulevard, Suite 307
Los Angeles, California 90017
Re: Loan Commitment for $15,200,000
11042-11056 West Washington Boulevard
Culver City, California
Dear Ms. Silverstein:
On behalf of the Culver City Redevelopment Agency (“Agency”), I am pleased
to inform you that the Agency has approved a commitment to make a loan in the
amount of $15,200,000 to Tilden Terrace, L.P., a California limited partnership
(the “Borrower”), for the development of 33 units of affordable rental housing
and 10,700 square feet of commercial space (the “Project”) on the site composed
of a parcel located at 11042-11052 West Washington Boulevard (APN 4213-
007-001) (the “Borrower Parcel”) and a parcel located at 11054-11056 West
Washington Boulevard (APN’s 4213-007-900, 4213-007-901) (the “Agency
Parcel”). As noted below, this commitment is contingent on the Project being
awarded 9% Low Income Housing Tax Credits, and is subject to the terms and
conditions set forth in this letter.
A portion of the Agency Loan will be made from the tax increment funds
required to be set aside by the Agency for the purpose of increasing, improving
and preserving affordable housing for low and moderate income households
pursuant to California’s Community Redevelopment Law (Health and Safety
Code §§ 33000, et seq.) (the “Set Aside Funds”) and a portion of the Agency
Loan will be made from tax increment funds received by the Agency for the
purpose of carrying out redevelopment in the Culver City Redevelopment
Project (the “80% Funds”). The relative portions of the Agency Loan to be
funded from the Set Aside Funds and the 80% Funds shall be determined based
upon the proportionate costs of the residential and the commercial components
of the Project, respectively.
Unless otherwise agreed in writing by the Agency in its sole discretion, the
Agency’s approval of this financing commitment is subject to and contingent
upon the following terms and conditions. This commitment will expire on
December 31, 2011.
TERMS AND CONDITIONS
1. The Project will consist of new construction of 33 units of rental housing
to be occupied by and restricted to very low, low and moderate income
ATTACHMENT 1
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households at affordable rents (with the exception of one management unit), for at least 55 years and
10,700 square feet of commercial space.
2. This $15,200,000 loan commitment is contingent upon Borrower receiving an allocation of
9% Low Income Housing Tax Credits from the California Tax Credit Allocation Committee
(“TCAC”) in one of the next two TCAC application cycles, to finance the project approximately as
follows (these are current projections and are subject to change):
Permanent Sources of Funds
Permanent Lender $1,798,790
Agency Loan $15,200,000
Deferred Developer Fee $700,000
Tax Credit Equity $6,071,210
Total $23,770,000
3. This commitment is based on Borrower’s current estimates of total development costs as
shown in paragraph 2. Borrower shall be responsible, without cost to the Agency, for any additional
sources of funds that may be needed to complete the Project. Borrower agrees that the Agency Loan
shall be reduced to reflect any reduction in the financing gap as determined prior to execution of the
loan agreement and shall be further reduced to the extent that, upon completion, there are cost
savings, and/or the project receives additional financing not needed to pay project costs (all as to be
set forth in more detail in the loan agreement).
4. At closing of the construction financing for the Project, the Agency will convey the Agency
Parcel to the Borrower subject to and conditioned upon the terms and conditions of that certain
Purchase Option Agreement by and between the Agency and Borrower, dated as of the date of this
Commitment Letter.
5. The Agency Loan will be in the cumulative original principal amount of $15,200,000 with
simple interest at 3% per annum from the date of disbursement. Loan payments shall be payable
exclusively from 50% of annual residual receipts, net sale proceeds and net refinancing proceeds. The
terms of the Residual Receipts obligation, including identification of all of Borrower’s obligations
having a priority over the Agency’s right to receive Residual Receipts, will be set forth in the
promissory note to be attached to the loan agreement.
6. This letter is not intended to describe all of the requirements, terms, conditions and documents
necessary for the Agency Loan. A loan agreement, including the promissory notes, deeds of trust and
related documents, will be prepared, and is subject to execution by the Borrower prior to its
consideration by the governing body of the Agency. The loan agreement shall be subject to the
discretionary approval of Agency, after a noticed public hearing in accordance with Community
Redevelopment Law and shall include all provisions and attachments customarily included in Agency
loan agreements.
ATTACHMENT 1
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7. The Borrower shall comply with all applicable requirements relating to the use of Set Aside
Funds. The loan agreement shall set forth all conditions precedent to the disbursement of the Agency
Loan.
8. The Project shall be constructed in accordance with all applicable city laws, rules and
regulations.
9. The Borrower shall comply with State Prevailing Wage and/or Federal Davis-Bacon
requirements, if applicable.
10. Borrower shall prepare and submit a sources and uses project budget for approval by the
Agency as an attachment to the loan agreement. Line item estimates of the uses of funds shall be
backed up by such documentation, including appraisals and construction cost estimates, as may
reasonably be required by the Agency Executive Director or designee. The final sources and uses of
funds for the Project shall be consistent with the project budget except as otherwise approved by the
Agency Executive Director or designee. The Agency Loan shall be disbursed to pay or reimburse
Borrower for payment of development costs in the Project Budget in accordance with disbursement
procedures and requirements to be included in the loan agreement.
11. The Borrower shall submit an audited cost certification following completion of construction
and, for each year during the term of the Agency loan after the completion of construction, an annual
audited income and expense statement, balance sheet and statement of all changes in financial
position, signed by an authorized officer of Borrower.
12. The Agency loan will be evidenced by a limited-recourse promissory note(s) (subject to
customary non-recourse carve-outs), and secured by a deed(s) of trust and other customary loan
documents, which shall be subordinated to senior construction and permanent loan deeds of trust,
provided the senior lender agrees to provide the Agency with reasonable notice and cure rights that
protect the Agency’s investment in the event of a default by Borrower.
13. The Agency loan documents will contain provisions prohibiting transfers of Borrower’s
interests in the site without the reasonable prior written consent of the Agency Executive Director.
14. The Agency loan documents will describe events of default which will permit the Agency,
after notice and opportunity to cure, to pursue appropriate remedies, including acceleration of the
Agency Loan. These events may include, but are not limited to, failure to complete the development
of the Project as required by the loan agreement, failure to comply with use restrictions, transfers of
interests in the Borrower or in the Project without the reasonable prior consent of the Agency, failure
to comply with terms and conditions of the loan agreement, notes or deeds of trust, and similar
occurrences.
15. At the closing, the Agency shall receive an ALTA lender’s policy of title insurance, showing
the Agency deed(s) of trust junior in priority only to deeds of trust to which the Agency has agreed to
subordinate its interests.
16. The Borrower shall obtain all land use entitlements, approvals and permits necessary for the
development of the Project and shall pay all city fees in connection therewith.
ATTACHMENT 1
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17. The Borrower’s architect and general contractor shall be subject to the reasonable approval of
the Agency’s Executive Director or designee.
18. The Project and approval of the loan agreement shall be subject to compliance with all
applicable environmental requirements (e.g., CEQA or NEPA).
19. The Agency Loan promissory note(s) shall include definitions of “residual receipts” and
related terms, substantially consistent with other Agency residual receipts loan documents.
20. The Borrower shall prepare and submit a scope of development for approval by the Agency as
an attachment to the loan agreement. The Agency Executive Director or designee shall have the right
to review and approve all design drawings and plans for the Project. 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 Agency Executive Director or designee.
21. The Borrower shall prepare and submit a schedule of performance providing for the timely
satisfaction of all conditions precedent to the closing and the timely commencement and completion
of construction, for approval by the Agency as an attachment to the loan agreement. Except as
otherwise approved by the Agency Executive Director or designee, failure to comply with the
schedule of performance shall be a default under the terms of the loan agreement.
22. At the respective times provided in the schedule of performance, Borrower shall submit for
approval by the Agency Executive Director or designee evidence of financing consistent with the loan
agreement and sufficient to completely finance the development of the Project.
23. At the closing, the Borrower shall execute an Agreement Containing Covenants, restricting for
at least 55 years the maximum income of residential tenants and the maximum rents that may be
charged to residential tenants, which shall be recorded against Borrower’s interest in the Property.
The Agreement Containing Covenants shall require Agency approvals of any housing management
company and management plans relating to the management and operations of the Project.
24. The Borrower shall indemnify and hold the Agency harmless for any costs relating to
hazardous materials affecting the site. Prior to the closing, Borrower shall submit to the Agency a
Phase 1 Environmental Site Assessment. Borrower shall conduct such additional environmental
testing as may be necessary to determine that hazardous materials are not present on the site, or that
any hazardous materials on the site may be remediated without adversely affecting the feasibility of
the project. The Borrower shall execute an environmental indemnity in favor of the Agency similar to
the form of environmental indemnity used in other Agency transactions.
25. Borrower shall submit for Agency approval all corporate and partnership or limited liability
formation documents, agreements with the tax credit investor, and authorizing resolutions, as
applicable.
26. Borrower shall obtain and maintain policies of insurance in the form and in the amounts
required by the Agency, not including earthquake insurance, naming the Agency as an additional
insured and meeting the insurance requirements customarily included in Agency loan agreements.
ATTACHMENT 1
49770 CULVER BOULEVARD CULVER CITY, CA 90232-0507 culvercity.org
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27. Prior to closing, the Borrower shall obtain and submit evidence of insurance, evidence of
financing commitments, copies of construction loan documents and such other documentation as
required by the loan agreement.
[Remainder of page intentionally left blank.]
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If you have any questions, please do not hesitate to call Sol Blumenfeld at 310-253-5700. Please
acknowledge your consent to the foregoing terms and conditions by signing and returning a copy of
this letter.
Sincerely,
CULVER CITY REDEVELOPMENT AGENCY
By:______________________
John M. Nachbar
Executive Director
APPROVED AS TO FORM:
By: _________________________________
KANE, BALLMER & BERKMAN
Agency Special Counsel
[Signatures Continue on Following Page]
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Tilden Terrace, L.P. hereby acknowledges and consents to all of the terms and conditions set forth in
this letter.
TILDEN TERRACE, L.P.,
a California limited partnership
By: Los Angeles Housing Partnership, Inc.
Its: Managing General Partner
By: _________________________
Mary Silverstein
Its: President and Executive Director
ATTACHMENT 1
7
OPTION AGREEMENT
THIS OPTION AGREEMENT (this “Agreement”) is entered into this 8th day of March,
2011, by and between the CULVER CITY REDEVELOPMENT AGENCY, a public body,
corporate and politic (the “Agency”) and TILDEN TERRACE, L.P., a California limited
partnership (the “Developer”), with reference to the following facts:
A. The Agency owns certain real property located at 11054-11056 West Washington
Boulevard and described in Exhibit A attached hereto (the “Property”).
B. The Agency has prepared the Redevelopment Plan for the Culver City
Redevelopment Project (the “Project Area”), which results in the allocation of taxes from the
Project Area to the Agency for purposes of redevelopment.
C. The Property is located in the Project Area and is subject to the Redevelopment
Plan for the Project Area.
D. The Agency desires to grant the Developer an option to purchase the Property
from the Agency and the Developer wishes to acquire the right to purchase the Property from the
Agency under the terms contained herein, for the development on the Property and the adjacent
parcel owned by the Developer at 11042-11052 West Washington Boulevard of a 33 unit
affordable housing rental project for very low, low and moderate income households (including
one manager’s unit) and 10,700 square feet of commercial space (the “Project”).
NOW, THEREFORE, for good and valuable consideration paid by the Developer, receipt and
sufficiency of which is acknowledged by the Agency, the parties hereto do mutually agree as
follows:
1. Grant of Option. The Agency hereby grants the Developer the option to purchase the
Property described in Exhibit A attached hereto on the terms and conditions set forth in this
Agreement.
2. Option Consideration. In consideration of the Agency’s grant of the option to Developer,
upon the execution and delivery of this Agreement, Developer shall pay to the Agency, in
immediately available funds, the sum of One Dollars ($1.00), which shall be deemed
consideration solely for the granting of the option by the Agency. On expiration of the option
term, the Agency shall retain all option consideration. If the option is exercised, the option
consideration shall not be credited against the purchase price of the Property.
3. Term of Option. The term of the option shall begin on the Effective Date and shall
terminate on December 31, 2011, or such later date as may be agreed to by the parties.
-1-
Tilden Terrace
Option Agreement - final.doc
ATTACHMENT 2
8
4. Option Price. Developer’s purchase price for the Property shall be Three Million Four
Hundred Thousand Dollars ($3,400,000).
5. Exercise of Option. Provided Developer is not in default under any term or provision of
this Agreement and provided further that the Agency and Developer have executed a Disposition
and Development Agreement for the Property (“DDA”) specifying the terms of the development
and use of the Property and Developer has satisfied, or the Agency has waived, the conditions
precedent to the Construction Financing Event set forth in the DDA, the Option may be
exercised by Developer delivering to the Agency, prior to the expiration of the option term,
written notice of such exercise (the “Exercise Notice”) to the Agency in accordance with the
notice provisions of Section 18. The Exercise Notice shall affirmatively state that Developer
exercises the option without condition or qualification.
6. Escrow. Within three (3) business days after Developer’s exercise of the option, the
parties shall execute escrow instructions for the sale of the Property at Lawyers Title or any other
mutually acceptable licensed escrow company (“Escrow Agent”) upon the following terms and
conditions:
(a) The escrow shall be for a period of thirty (30) days;
(b) Developer’s purchase price for the Property shall be paid through Developer’s
execution of the promissory note to the Agency described in the loan commitment letter between
the Agency and Developer of approximately even date herewith, which is incorporated herein by
this reference;
(c) The Agency shall pay the premium for a standard policy of owner’s title
insurance and Developer shall pay the premium for any extended coverage or special
endorsements which it requests in addition to the standard title policy.
(d) The Agency and Developer shall each pay one-half of the escrow charges.
(e) The Agency shall pay any State, County or City documentary stamps or transfer
tax.
(f) Possession shall be given to Developer at the close of escrow.
(g) Taxes and assessments shall be prorated to the close of escrow.
7. Tax Credits. Developer represents that it is submitting an application for an allocation
of 9% Low Income Housing Tax Credits from the California Tax Credit Allocation Committee
(“TCAC”). It shall be a condition of exercise of this Option by Developer that prior to the
exercise of this Option, Developer shall notify the Agency that it has in place all financing
commitments necessary for the development of the Property upon the terms and conditions
mutually agreed upon by the Agency and Developer, and that the funding will close concurrently
-2-
Tilden Terrace
Option Agreement - final.doc
ATTACHMENT 2
9
with the close of escrow for the sale of the Property to Developer. If Developer fails to obtain a
preliminary reservation of Tax Credits from TCAC by the expiration date of this Option, this
Option shall thereupon be null and void (unless extended by the Agency).
8. Condition of Title. As of the Effective Date of this Agreement, the Agency has
delivered to Developer and Developer has reviewed and approved a current preliminary report
on the Property, together with copies of all documents identified as exceptions in the report
(collectively, the “Preliminary Report”). Developer hereby approves all of the exceptions
shown in the Preliminary Report.
9. Condition of the Property. The sale of the Property to Developer will be on an “as is,
with all faults” basis.
10. Developer’s Right to Investigate the Property. At any time and from time to time
during the term of the License Agreement between the Agency and Developer dated as of
December 16, 2010, incorporated herein by this reference (the “License”) and subject to and
conditioned upon the terms and provisions of the License, Developer may enter the Property for
purposes of inspection, survey, tests, design of improvements, and other actions reasonably
related to the investigation by Developer of the suitability of the Property for Developer’s
purposes. Developer shall use care and consideration in connection with any of its inspections.
11. Memorandum of Option to be Recorded. Concurrently with the execution of this
Agreement, the Agency and Developer shall execute, acknowledge and cause to be recorded in
the Official Records of Los Angeles County, California, the Memorandum of Option Agreement
in the form attached hereto as Exhibit “B.” Upon the expiration or earlier termination of this
Agreement as provided herein, the parties agree to execute a quitclaim deed or other termination
instrument in order to cause the memorandum to be terminated and removed of record.
12. Transferability of Option. Developer may not assign this option without the prior written
consent of the Agency.
13. Broker. Developer and the Agency each represent and warrant to the other party that
neither has dealt with or engaged a broker in connection with the Agency’s sale and the
Developer’s purchase of the Property, and agrees to indemnify and save harmless the other party
from and against all claims, costs, liabilities and expense (including court costs and reasonable
attorneys’ fees) incurred by the other party as a result of a breach of this representation.
14. Risk of Loss. If material physical loss or damage occurs to the Property during the
option term but before Developer’s exercise of the option, Developer may elect to terminate this
option by delivering written notice to the Agency within thirty (30) days after discovering such
loss or damage, and on such election the Agency shall immediately refund to Developer the
option consideration paid to the Agency.
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Tilden Terrace
Option Agreement - final.doc
ATTACHMENT 2
10
15. Time of Essence. Time is of the essence of this Agreement and is a material term of
this Agreement.
16. Failure to Exercise. If Developer does not exercise the option as required by this
Agreement before expiration of the term of the option, the option and all rights of Developer
shall automatically and immediately terminate without notice and Developer shall have no
interest in the Property under this Agreement.
17. Successors and Assigns. This Agreement shall be binding on and shall inure to the
benefit of all successors and assigns of the parties, whether by agreement or operation of law.
18. Notices. Formal notices, demands and communications between the Agency and
Developer shall be sufficiently given if dispatched by registered or certified mail, postage
prepaid, return receipt requested, to the addresses set forth below. Such written notices, demands
and communications may be sent in the same manner to such other addresses as either party may
from time to time designate by mail as provided in this Section. Any notice that is transmitted
by electronic facsimile transmission followed by delivery of a “hard” copy, shall be deemed
delivered upon its transmission; any notice that is personally delivered (including by means of
professional messenger service, courier service such as United Parcel Service or Federal Express,
or by U.S. Postal Service), shall be deemed received on the documented date of receipt by the
recipient; and any notice that is sent by registered or certified mail, postage prepaid, return
receipt required shall be deemed received on the date of receipt thereof.
To the Agency: Culver City Redevelopment Agency
9770 Culver Blvd.
Culver City, CA 90232
Attn: Executive Director
With a copy to:
Sol Blumenfeld
Director of Community Development
Culver City Redevelopment Agency
9770 Culver Blvd.
Culver City, CA 90232
And a copy to:
City Attorney’s Office
City of Culver City
9770 Culver Boulevard
Culver City, CA 90230-0507
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And a copy to:
Kane, Ballmer & Berkman
515 S. Figueroa St., Suite 1850
Los Angeles, California 90071
Attn: Deborah Rhoads, Esq.
To Developer: Tilden Terrace, L.P.
c/o Los Angeles Housing Partnership
1200 Wilshire Boulevard, Suite 307
Los Angeles, California 90017
Attn: Mary Silverstein, President and Executive Director
With a copy to:
Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, 70th Floor
Los Angeles, California 90071
Attn: Kyle Arndt, Esq.
19. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but all of
which together shall constitute one agreement binding on the Agency and Developer.
20. Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference.
21. Conflicts of Interest. No member, official or employee of the Agency shall have any
personal interest, direct or indirect, in this Agreement nor shall any such member, official or
employee participate in any decision relating to this Agreement which affects his personal
interests or the interests of any corporation, partnership or association in which he is, directly or
indirectly, interested.
22. Severability. If any provision of this Agreement shall be adjudged invalid, illegal or
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall not be affected thereby, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had not been contained herein, and the remainder of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
23. Entire Agreement, Waivers and Amendments.
(a) This Agreement shall be executed in two duplicate originals each of which is
deemed to be an original. This Agreement and its attached Exhibits shall constitute the entire
understanding and agreement of the parties.
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(b) 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 or any interest in) the Property. This Agreement and all
documents incorporated herein contain the entire understanding among the parties hereto relating
to the transactions contemplated herein and all prior or contemporaneous agreements,
understandings, representations, and statements, oral or written.
(c) All waivers of the provisions of this Agreement must be in writing and signed by
the appropriate authorities of Developer and the Agency, and all amendments hereto must be in
writing and signed by the appropriate authorities of the parties to be bound thereby. This
Agreement and any provisions hereof may be amended by mutual written agreement by the
Agency’s Executive Director or designee and Developer, subject to review and approval by the
Board of the Culver City Redevelopment Agency as needed to comply with applicable law and
internal policies and procedures. The waiver by Developer or the Agency of any term, covenant,
or condition herein contained shall not be a waiver of such term, covenant, or condition on any
subsequent breach.
24. Further Actions. The Agency’s Executive Director or designee is authorized to take
such other and further actions, and sign such other and further agreements and documents on
behalf of the Agency as may be necessary or proper to effect the terms of this Agreement.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth opposite their signatures below.
Dated: CULVER CITY REDEVELOPMENT AGENCY
By:
John Nachbar, Executive Director
APPROVED AS TO FORM:
KANE BALLMER & BERKMAN
Agency Special Counsel
Dated: ______________ TILDEN TERRACE, L.P.,
a California limited partnership
By: Los Angeles Housing Partnership, Inc.,
a California nonprofit public benefit corporation
Its: Managing General Partner
By: _________________________
Mary Silverstein
ATTACHMENT 2
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EXHIBIT A
The “Property”
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
LOTS 4, 5, 6, 7 AND 8 OF TRACT NO. 9648, IN THE CITY OF CULVER CITY, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 142,
PAGES(S) 13 TO 15 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
And
LOT 3 OF TRACT 9648, AS SHOWN ON A MAP RECORDED IN BOOK 142, PAGES 13,
INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA.
APN: 4213-007-900, 4213-007-901
Exhibit “A”
Legal Description
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EXHIBIT B
FORM OF MEMORANDUM OF OPTION AGREEMENT
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Culver City Redevelopment Agency
9770 Culver Blvd.
Culver City, CA 90232
Attention: Executive Director
GOVERNMENT BUSINESS
Free Recording Requested
(Govt. Code §27383)
APN: 4213-007-900, 4213-007-901
MEMORANDUM OF OPTION AGREEMENT
1. Parties; Property; and Redevelopment Plan. This memorandum of option
agreement is entered into by the CULVER CITY REDEVELOPMENT AGENCY, a public
body, corporate and politic (“Agency”) and TILDEN TERRACE, L.P., a California limited
partnership (“Developer”) concerning real property located in the City of Culver City and
County of Los Angeles, State of California, as more fully described in the attached Exhibit 1 (the
“Property”).
2. Memorandum. For good and valuable consideration from the Developer, the
receipt and sufficiency of which are acknowledged by the Agency, the Agency, as current fee
owner of the Property, has entered into an option agreement with the Developer dated for
reference purposes March __, 2011 (the “Option Agreement”) permitting the Developer to
purchase the Property from the Agency under the terms and conditions thereof on or before
December 31, 2011, as such term may be extended under the terms of the Option Agreement.
3. Not Complete Summary. This instrument is not a complete summary of the
Option Agreement. Provisions herein shall not be used in interpreting the Option Agreement.
4. Purpose. This instrument is prepared for recordation purposes only and shall not
alter or affect in any way the rights and obligations of the Agency and the Developer under the
Option Agreement. In the event of any inconsistency between the terms, conditions, provisions
Exhibit “B”
Memorandum of Option Agreement
Tilden Terrace
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Exhibit “B”
Memorandum of Option Agreement
Tilden Terrace
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and covenants of this instrument and the Option Agreement, the terms, conditions and covenants
of the Option Agreement shall prevail.
The parties hereto have executed this instrument on the dates specified immediately
beside their respective signatures. This document may be executed and acknowledged before a
notary public with counterpart signature and acknowledgment pages, each of which shall be
deemed an original and which, when taken together, shall constitute the fully-executed
instrument.
Dated: CULVER CITY REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
John Nachbar, Executive Director
APPROVED AS TO FORM:
KANE BALLMER & BERKMAN
Agency Special Counsel
Dated: ______________ TILDEN TERRACE, L.P.,
a California limited partnership
By: Los Angeles Housing Partnership, Inc.,
a California nonprofit public benefit corporation
Its: Managing General Partner
By: _________________________
Mary Silverstein
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Exhibit 1 to Memorandum of Option Agreement
Legal Description of Property
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
LOTS 4, 5, 6, 7 AND 8 OF TRACT NO. 9648, IN THE CITY OF CULVER CITY, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 142,
PAGES(S) 13 TO 15 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
And
LOT 3 OF TRACT 9648, AS SHOWN ON A MAP RECORDED IN BOOK 142, PAGES 13,
INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA.
APN: 4213-007-900, 4213-007-901
ATTACHMENT 2
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State of California )
)
County of Los Angeles )
On ______________________ before me, ___________________________, a Notary Public,
personally appeared _________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ____________________________ (Seal)
State of California )
)
County of Los Angeles )
On ______________________ before me, ___________________________, a Notary Public,
personally appeared _________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ____________________________ (Seal)
ATTACHMENT 2
19VIEW FROM WASHINGTON BOULEVARD & TILDEN AVENUE
ATTACHMENT 3
20VIEW FROM HARTER AVENUE
ATTACHMENT 3
21VIEW FROM WASHINGTON BOULEVARD & HARTER AVENUE
ATTACHMENT 3
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