**Exhibit10.32**

 

**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

 

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**FIRST IMPLEMENTATION AGREEMENT**

 

This**FIRST IMPLEMENTATION AGREEMENT TO OWNERPARTICIPATION AGREEMENT**(this **“Agreement”**),by and between the **COMMUNITY REDEVELOPMENTAGENCY OF THE CITY OF LOS ANGELES,**a public body, corporate andpolitic (the “Agency”;), and SL NO HO, LLC, a California limited liabilitycompany (the **“Developer”)**isentered into as of the date of execution of this Agreement by the Agency. TheAgency and the Developer are sometimes referred to herein individually as a **“Party”**and collectively as the **“Parties.”**

 

**RECITALS**

 

Thefollowing Recitals are a substantive part of this Agreement. Capitalized termsin this Agreement have the meaning given to them in the Owner ParticipationAgreement unless otherwise defined herein.

 

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

 

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

 

C.            The Developer has requested and theAgency has agreed to certain revisions to the Project and to the Schedule ofPerformance.

 

D.            The parties are entering into thisAgreement for good and valuable consideration, the receipt of which is herebyacknowledged.

 

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

 

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

 

a.             The first sentence of paragraph (a) “SubareaA Improvements” of Subsection 103.1 is amended to read “The Developer shallconstruct a residential complex containing approximately 450 units andassociated parking.”

 

b.             Paragraph (b) “Subarea BImprovements” of Subsection 103-.1 is amended to read “The Developer shallconstruct a retail and residential complex including approximately 280residential units, approximately 122,500 square feet of retail and restaurantspace and a parking structure providing sufficient parking to comply with Citycode requirements.”

 

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

 

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

 

b.             The number of loft and live/workresidential units to be constructed in Subarea B is increased from 247 units to280 units.

 

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

 

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

 

4.             MTA Right of Way. The Developerand the Agency shall negotiate in good faith to enter into a letter agreementsetting forth the rights and obligations of each with regard to the relocationof the existing MTA Right of Way provided for in Section 406.2 of the OPAand the landscaping and maintenance of the relocated MTA Right of Way, whichletter agreement shall be in accordance with the terms of the OPA as herebyamended. Upon its execution by both parties, that letter agreement shall beappended to this First Implementation Agreement and incorporated herein by thisreference.

 

5.             Limitation On Amendment. Except asexpressly provided otherwise in this Agreement, the OPA remains in full forceand 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 |
|        |               |                                         |  |  |  |

 

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|                                  |                           | **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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