BY HAND DELIVERY
Justin Hess, City Manager
City of Burbank
275 E. Olive Avenue
Burbank, California 91502
Patrick Prescott, Director
Community Development Department
150 N. Third Street
Burbank, California 91502
Joseph McDougall, City Attorney
City of Burbank
275 E. Olive Avenue
Burbank, California 91502
RE: Request for Consent to Assign
June 26, 2023
1. Burbank Studios Development Agreement- Ranch Lot, dated November 27, 1995, as amended, between the City of Burbank and Warner Bros. Entertainment Inc. ("Ranch Lot Development Agreement")
2. NBC Master Plan Development Agreement, dated March 19, 1997, as amended and assigned, between the City of Burbank and NBC Universal, Inc. ("TBS Lot Development Agreement")
Request for Estoppels pursuant to Section 7.15 of the Development Agreements Dear Messrs. Hess, Prescott, and McDougall:
As you know, Warner Bros. and Worthe Real Estate, two of Burbank's largest landowners, each have an outstanding track record for successful development in the City.
Their unwavering commitment to excellence and innovation has solidified their positions as key contributors to Burbank's remarkable growth and prosperity. In 2019, Worthe and its partner Stockbridge Real Estate Fund, announced a strategic partnership to develop and build an approximately 800,000 square foot office complex for Warner Bros., designed by world renowned architect Frank Gehry and called the "Second Century" Development Project.
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The Project is an expansion of Warner Bros.' significant presence in the City, located on a portion of the approximately 44-acre campus owned by Worthe and known as The Burbank Studios (located at 3000 West Alameda Ave., the "TBS Lot"), launching the second century of Warner Bros.' operations in the City. The Second Century Project is now substantially complete and Warner Bros. personnel are moving in, leading to the next step of the Warner Bros./Worthe development transaction.
Warner Bros. has agreed to acquire a portion (approximately 27 acres) of the TBS Lot from Worthe, and Warner Bros. has agreed to sell concurrently to Worthe its 30-acre Ranch Lot studio property (located at 3701 Oak Street, the "Ranch Lot"). Thereafter, Worthe has agreed to develop new sound stages and production facilities on the Ranch Lot in accordance with the Ranch Lot Master Plan, which will then be leased back to Warner Bros., further expanding its studio operations in the City. These purchase and sale transactions have an expected closing date of August 15, 2023.
The transfer of the Ranch Lot to Worthe will include all development rights and obligations under the above-referenced Ranch Lot Development Agreement and the property's PO 94-8 zoning. The parties will concurrently enter into an allocation agreement that will allocate responsibility for the various conditions of approval under the Ranch Lot Development Agreement between Worthe and Warner Bros., many of which also apply to the Warner Bros.
Main Studio Lot.
Pursuant to Section 1.4 of the Ranch Lot Development Agreement, Warner Bros. is hereby requesting that the City consent to the assignment to Worthe by Warner Bros. of the Ranch Lot Development Agreement in connection with the sale of the property, on or before August 15, 2023. We have enclosed an Assignment and Assumption of Ranch Lot Development Agreement and School Facilities Mitigation Agreement between Warner Bros. and Worthe, which includes a signature line acknowledging the City's consent to the Ranch Lot Development Agreement assignment.
In parallel, the transfer of the 27 -acre portion of the TBS Lot to Warner Bros. will include all development rights and obligations under the TBS Lot Development Agreement with respect to such portion, as well as the property's PO 96-1 zoning. The parties will concurrently enter into an allocation agreement that will allocate responsibility for the various conditions of approval under the TBS Lot Development Agreement between Warner Bros. and Worthe (which will continue to own the remaining portion of the TBS Lot). We have enclosed an Assignment and Assumption of Development Agreement pertaining to the portion of the TBS Lot to be sold to Warner Bros., which includes a signature line acknowledging the City's consent to such TBS Lot Development Agreement assignment.
Pursuant to Section 7.15 of each of the TBS Lot Development Agreement and the Ranch Lot Development Agreement, we are also requesting that the City sign and issue the enclosed Estoppel Certificates in favor of the respective buyers within fifteen (15) days of receipt hereof.
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We look forward to consummating these transactions and bringing to fruition the City's long-range planning for the TBS Lot and the Ranch Lot. We enclose and are concurrently submitting with this letter general development permit applications for the above, as directed by Planning. Please do not hesitate to contact me with any questions or comments. I can be reached at 818/952-1982 or at [email protected]. Thank you very much for your prompt attention to these requests.
Enclosures
cc: '\Mr. Fred Ramirez
Mr. Scott Plambaeck
Mr. Jeff Worthe
Janna Boelke, Esq.
Bradley Neel, Esq.
Mitchell Evall, Esq.
Andrew Schmerzler, Esq.
Michael Woodward, Esq.
Barry Ziehl
Sincerely,
Warner Bros. Entertainment Inc.
By:---4;<-'------r __ ..:::. _
Michael Walbrecht, V1ce President
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