Exhibit
10.32


 


FIRST IMPLEMENTATION AGREEMENT


 


TO


 


OWNER PARTICIPATION AGREEMENT


 


by and between


 


THE COMMUNITY REDEVELOPMENT AGENCY


 


OF THE CITY OF LOS ANGELES


 


“Agency”


 


 


and


 


 


SL NO HO, LLC


 


“Developer”


 


 


November, 2002


 


North Hollywood Redevelopment Project


 

















 


FIRST IMPLEMENTATION AGREEMENT


 


This
FIRST IMPLEMENTATION AGREEMENT TO OWNER
PARTICIPATION AGREEMENT (this “Agreement”),
by and between the COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF LOS ANGELES, a public body, corporate and
politic (the “Agency”;), and SL NO HO, LLC, a California limited liability
company (the “Developer”) is
entered into as of the date of execution of this Agreement by the Agency. The
Agency and the Developer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”


 


RECITALS


 


The
following Recitals are a substantive part of this Agreement. Capitalized terms
in this Agreement have the meaning given to them in the Owner Participation
Agreement unless otherwise defined herein.


 


A.            The Agency and Developer entered
into that certain Owner Participation Agreement dated March 5, 2002 (“OPA”),
which is hereby incorporated by reference. Reference herein to the OPA shall
include any and all Attachments thereto.


 


B.            Pursuant to the OPA, the Developer is
obligated to design, finance and develop the Project on the Site.


 


C.            The Developer has requested and the
Agency has agreed to certain revisions to the Project and to the Schedule of
Performance.


 


D.            The parties are entering into this
Agreement for good and valuable consideration, the receipt of which is hereby
acknowledged.


 


NOW,
THEREFORE, the Agency and the Developer agree as follows:


 


1.             Project Description and
Phasing. Section 103 of the OPA is amended as follows.


 


a.             The first sentence of paragraph (a) “Subarea
A Improvements” of Subsection 103.1 is amended to read “The Developer shall
construct a residential complex containing approximately 450 units and
associated parking.”


 


b.             Paragraph (b) “Subarea B
Improvements” of Subsection 103-.1 is amended to read “The Developer shall
construct a retail and residential complex including approximately 280
residential units, approximately 122,500 square feet of retail and restaurant
space and a parking structure providing sufficient parking to comply with City
code requirements.”


 


1

















 


2.             Scope of Development. The Scope of
Development and the Concept Plan that are attached to the OPA as Attachments No. 1
and 5, respectively, are amended as follows.


 


a.             The number of residential units to
be constructed in Subarea A is reduced from 554 units to 450 units.


 


b.             The number of loft and live/work
residential units to be constructed in Subarea B is increased from 247 units to
280 units.


 


c.             The retail floor area to be constructed
in Subarea B is reduced from 186,000 square feet to not less than 122, 500
square feet.


 


3.             Schedule of Performance. The Schedule
of Performance attached to the OPA as Attachment No. 7 is hereby amended
to provide that all items of performance that are required to be completed
prior to the start of construction shall be completed prior to the start of
construction for each Phase of the Project and shall be completed substantially
in the sequence provided in the Schedule of Performance but without reference
to specific deadlines for each such item.


 


4.             MTA Right of Way. The Developer
and the Agency shall negotiate in good faith to enter into a letter agreement
setting forth the rights and obligations of each with regard to the relocation
of the existing MTA Right of Way provided for in Section 406.2 of the OPA
and the landscaping and maintenance of the relocated MTA Right of Way, which
letter agreement shall be in accordance with the terms of the OPA as hereby
amended. Upon its execution by both parties, that letter agreement shall be
appended to this First Implementation Agreement and incorporated herein by this
reference.


 


5.             Limitation On Amendment. Except as
expressly provided otherwise in this Agreement, the OPA remains in full force
and effect, enforceable in accordance with its terms.


 


 


	
   

  	
   

  	
  DEVELOPER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SL
  No Ho, LLC

  
	
   

  	
   

  	
  a
  California limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  November 2002

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
  Clifford
  P. Goldstein

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Authorized
  Member

  
						



 


2

















 


	
   

  	
   

  	
  AGENCY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CALIFORNIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  November 2002

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
  Jerry
  Scharlin 

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Agency Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPROVED
  AS TO FORM:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ROCKARD
  J. DELGADILLO

  CITY ATTORNEY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Assistant/Deputy City Attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPROVED
  AS TO FORM: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KANE,
  BALLMER & BERKMAN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Special Counsel to the Agency

  	
   

  	
   

  
							



 


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