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S
pace Above This Line for Recorder's Use
ELEC
TRICAL SERVICES AGREEMENT
This ELECTRICAL SERVICES AGREEMENT (“Agreement”) is entered into on [________], 2023 (the “Effective Date ”), by and between RANCH LOT STUDIOS OWNER, LLC, a Delaware limited liability company (together with any of its permitted successors and assigns, the “ Developer”), THE CITY OF BURBANK, CALIFORNIA (the “ City”) ACTING THROUGH BURBANK WATER AND POWER. The Developer and the City shall be each referred to herein as a “Party” and collectively as the “Parties”.
A. Developer intends to construct a 5-story parking garage, 5- story office building, sound stages, and production space (the “Project”) on the property located at 411 North Hollywood Way, Burbank, County of Los Angeles, California which is more particularly described in Exhibit A, Legal Description, attached hereto and incorporated herein by this reference (the “Property”).
B. The Project remains subject to additional City review and permitting processes.
C. Developer presented preliminary plans to the City to develop the Project with electrical loads of more than 11,231 kVA in connected load, which according to Developer’s existing Development Agreement and the Burbank Water and Power Rules and Regulations for Utility Service (“BWP Rules and Regulations”), prompts the requirement to serve the load from a new 69kV to 12kV customer substation on the Property.
D. The City operates a 69kV to 34kV substation on approximately 11,000 square feet of leased land (the “Substation Land”) on the Property pursuant to that certain Ground Lease between Time Warner Entertainment Company, LP (as predecessor -in-interest to Warner Bros. Entertainment, Inc. (Developer’s predecessor -in-interest) and the City dated November 14, 2000 (the “Lease”) for the purpose of distributing power to the BWP system. The Lease expires on December 31, 2031.
E. The City has offered the Developer an alternat ive to the requirement for a customer substation by allowing the Developer to serve the Project’s electrical loads of 11, 231
RECORDING REQUESTED BY
AND WHEN RECORDED,
MAIL TO:
City Clerk
City of Burbank
P. O. Box 6459
Burbank, CA 91510
ATTACHMENT 1
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kVA from an offsite community substation in return for (1) aid-in-construction payments for such community substation, (2) termination of the Lease (“Lease Termination”), (3) the granting of a recorded easement for the Substation Land (the “Substation Easement ”), associated access easement and subsurface conduit easements, and (4) the recording of an additional approximately 4,000 square foot easement with the earliest use by the City in 2061 (the “Additional Easement”), in each case more particularly described in Attachment 1 and Attachment 2, respectively.
F. This alternative provides a mutual benefit to the City and the Developer by:
(a) lowering the Developer’s costs and creating additional value by freeing up land on the Property that would otherwise be needed for a customer substation and, (b) reducing BWP’s long-term costs by eliminating the annual Lease payment for the Substation Land and allowing the continued use of its substation that has another 30 years of life left.
G. Developer acknowledges that, in order for the City to provide electric service (“Electric Service”) to the Property, pursuant to the BWP Rules and Regulations, Developer must pay for (a) the community substation capacity that BWP has built (or will be building) for the benefit of the Project, allocated in an amount equal to the electrical load of the Project (the “Substation Capacity”), and (b) the total cost for the extension of three distribution feeders from the community substation to the Service Points (defined below) (the “Distribution Facilities”).
H. As a preliminary step towards construction of the Distribution Facilities , Developer has agreed to pay the City a deposit of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Deposit”). The City acknowledges that Developer has already paid, and the City has received, the Deposit, in the form of an Aid-in-Construction deposit.
I. The Developer acknowledges that (a) the payment of the Deposit was intended to induce the City to start the design and construction process of the Distribution Facilities earlier than it would normally commence such process, and (b) the Developer benefits from having the Distribution Facilities built to serve the Project rather than constructi ng its own customer substation on the Property.
J. The Developer desires for the City to design and construct the Distribution Facilities to serve the Project.
K. The Developer desires that the City provide, and City shall use good faith efforts to provide, electric power by t hree 12.47kV distribution lines to the Project at the Property line on Hollywood Way south of Verdugo Ave by no later than the first quarter of 2025.
L. The Developer acknowledges that, in accordance with this Agreement, both the Substation Easement and Additional Easement will be recorded against the Property prior to the energization of the Project.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and suffi ciency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
ATTACHMENT 1
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1. Developer’s Load; Service Points on Property.
(a) Minimum Load. As of the Effective Date, the designs, plans and/or other development documentation included with each design submitted to the City by the Developer (collectively, the “Developer’s Documentation ”) indicate that the Developer’s connected
12.47kV switchgear capacity (the “Total Load”) is 17.278 MVA, calculated as follows:
TL
= ([ I1 x V1 x √3] + [I2 x V2 x √3] + … + [Ii x Vi x √3]) ÷ 1000 TL = ([400 x 12.47 x √3] + [400 x 12.47 x √3]) ÷ 1000
TL = 17.278 MVA
For purposes of calculating the Developer’s pro rata share of the capacity in the Substation, the parties agree that the Developer’s electrical load (the “ Developer’s Minimum Load”) shall be calculated as follows:
𝐷𝐷𝐷𝐷𝐷𝐷
= 𝑇𝑇𝐷𝐷 𝑥𝑥 0.65
𝐷𝐷𝐷𝐷𝐷𝐷
= 17.278 𝐷𝐷𝑀𝑀
𝑀𝑀 𝑥𝑥 0.65 = 11.231 𝐷𝐷𝑀𝑀
𝑀𝑀
Wher
e:
DML = The Developer’s Minimum Load
TL = The Developer’s Total Load shall be the sum of the electrical panel ratings (in MVA) for all electrical panels to be located on the Property.
DR = Demand Ratio shall be 65% of electrical panel rating with 80% rated panel, 81.25% of electrical panel rating for fully rated panel I = The primary tap rating of the current transformer (CT) for the main circuit breaker of the switchgear in Amperes (A)
V = Line-to-line voltage rating of the switchgear in kilo-Volts (kV) i = The number of switchgears on the developer’s project
(b) Additional Load and Excess Load. In the event that a review of the Developer’s development agreement for this Property (the “Development Agreement”) and the Developer’s Documentation indicates that the Developer’s projected electrical load (the “Projected Load”) may exceed the Developer’s Minimum Load, the following calculation shall be made for each occurrence:
AEL = (PL x DR) – DML
A
EL = ([PL1 x 0.65] + [PL2 x 0.8125]) – DML
Where:
ATTACHMENT 1
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AEL = Additional Load and, if applicable, any Excess Load. The AEL shall be calculated to the nearest one- thousandth of an MVA.
PL = The Projected Load shall be the sum of the electrical panel ratings (in MVA) for all electrical panels to be located on the Property (per Developer’s Documentation).
PL1 = The Projected Load-1 shall be the sum of the 80% rated electrical panels (in MVA) located on the Property (per Developer’s Documentation).
PL2 = The Projected Load-2 shall be the sum of the fully rated electrical panels (in MVA) located on the Property (per Developer’s Documentation).
DR = Demand Ratio shall be 65% of electrical panel rating with 80% rated panel, 81.25% of electrical panel rating for fully rated panel.
DML = The Developer’s Minimum Load
In the event that the AEL exceeds 0 MVA on the Developer’s Property, such excess shall be treated as follows:
(i) Additional Load. The incremental portion of the AEL that is 5.769 MVA or less, shall be designated as “ Additional Load ” and subject to the calculation of the Developer’s fee as set forth in Section 2(b)(ii) below.
(ii) Excess Load . If there is an incremental portion of the AEL that exceeds 5.769 MVA (the “Excess Load”), the parties agree: (i) that the Developer shall make the payments required for Additional Load in Section 1(b)(i) for the AEL up to and including 5.769 MVA and (ii) to enter into good faith discussions as to the most commercially reasonable terms and conditions for any Excess Load requested, which may include, but is not limited to, additional security and payment obligations.
(c) Service Points. The service points (the “Service Points”) for the conduit and wiring to serve the Property when constructed will be as indicated on Exhibit B. The City shall not modify the location of the Service Points without Developer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
2. Total Costs and Fees for the Substation Capacity and Distribution Facilities.
(a) Costs. The estimated costs for the Substation Capacity and the Distribution Facilities are set forth below:
(i) Substation Capacity Costs . The estimated total costs for the Developer’s pro-rata portion of the construction and commissioning of a substation, including subtransmission, together with any contracts or sub- contracts with third parties to provide or perform such work and materials are $612,016 per MVA as of the second quarter of 2023 (the ATTACHMENT 1
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“Substation Capacity Costs”).
(ii) Total Distribution Facilities Costs. The estimated total costs for the commissioning of the Distribution Facilities up to the Service Points shall include, but not be limited to, costs for the design, engineering, procurement, cable installation, project management, testing and commissioning of the Distribution Facilities together with any contracts or sub- contracts with third parties to provide or perform such work and materials (collectively, the “Total Distribution Facilities Costs”). The Developer is responsible for the construction and the costs of the substructure, including conduit system, manholes, and street resurfacing from the substation to the Service Points. The parties hereby acknowledge and agree the Total Distribution Facilities Costs are estimated to be $7,250,000 as of the second quarter of 2023.
(b) Fees and Costs. The Developer shall pay the following fees to the City:
(i) Developer’s Minimum Load Fee . With respect to the Developer’s Minimum Load, the Developer shall be obligated to pay its portion of the Substation Capacity Costs based on the Developer’s Minimum Load on a per MVA basis and the Total Distribution Facilities Costs in accordance with the following formula (the “Developer’s Minimum Load Fee”):
Developer’s Minimum Load Fee = SC + TD
Developer’s Minimum Load Fee = (DML x $612,016) + TD
Developer’s Minimum Load Fee = (11.231 x $612,016) + $ 7,250,000 Developer’s Minimum Load Fee = $14,123,552
Where:
DML = The Developer’s Minimum Load as of the date of this Agreement.
SC = The sum of the Substation Capacity Costs
TD = The Total Distribution Facilities Costs.
The actual Total Distribution Facilities Costs shall be tracked by the City, and the Developer shall be issued a refund for any amounts not spent or invoiced for any amount spent in excess of the estimated Total Distribution Facilities Costs collected (the “True-up”), within thirty (30) days of Project completion.
(ii) Developer’s Additional Load Fee . With respect to any Additional Load, the Developer shall be obligated to pay a fee (in addition to the Developer’s Minimum Load Fee) for each incremental amount of AEL capacity up to and including 5.769 MVA in accordance with the following formula (the “Developer’s Additional Load Fee”):
Developer’s Additional Load Fee = DAL x $612,016 per MVA ATTACHMENT 1
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Where:
DAL = The Additional Load (incremental amount of capacity above the Developer’s Minimum Load and below 17 MVA (such amount shall be rounded to the nearest one-thousandth of an MVA)).
(iii) The Developer’s Additional Load Fee shall be subject to revision by the City to reflect customary cost increases for building a substation in accordance with the Handy- Whitman index.
(c) Developer’s Project Fee.
(i) Developer agrees and acknowledges that it shall pay to the City the sum of the Developer’s Minimum Load Fee and, to the extent applicable, the Developer’s Additional Load Fee , ( collectively, the “Developer’s Project Fee”) in the form of aid -in- construction payments (“AIC Payments”).
(ii) The City agrees that Developer will not be required to make AIC Payments in excess of the Developer’s Project Fee and True-up in order for the City to complete the Distribution Facilities; provided, that Developer shall still be required to pay any other customary fees necessary to develop and energize the Property, including permits and application fees.
(iii) Developer acknowledges that the Developer’s Project Fee does not include any off-site substructure charges (i.e., installation of conduits, manholes, and resurfacing) or on-site charges, including, but not limited to, infrastructure, switches, switch pads, transformers, transformer vaults, metering, inspections, and on-site cable and equipment for any actual work on the Property and that such fees and costs incurred for such items shall require Developer to pay additional amounts to the City for such items.
3. Granting and Recording of Substation Easement and Access Easement.
Concurrently with the recording of this Agreement. the Developer agrees to grant to the City an d
record (i) the Substation Easement, which shall be a permanent electric utility easement for the Substation Land ( as described in the Lease ) in substantially the form of Attachment 1 hereto, (ii) two 20- foot wide subsurface conduit easements, located where the existing underground conduit easements are held by the City pursuant to the Lease , from the Substation Land to W.
Verdugo Ave and N. Hollywood Way (collectively, “Subsurface Easements”) in substantially the form of Attachment 2 hereto, (iii)a non- exclusive access easement to the Substation Land via Hollywood Way ( the “Floating Access Easement ”) in similar form to the access easement currently held by the City pursuant to the Lease, and ( iv) the Additional Easement, which is an approximately 4,000 sq. ft. rectangular extension to the Substation Easement. The City agrees such Additional Easement shall not be used by the City (including any obstruction, or construction), until November 1, 2061. The Substation Easement, the Subsurface Easements, the Floating Access Easement, the Additional Easement and the Lease Termination shall be recorded concurrently with the execution and recordation of this Agreement. The parties acknowledge and agree that no further Lease payments shall be required to be made by the City pursuant to the Lease after is the Lease ATTACHMENT 1
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Termination is executed.
4. AIC Payments.
(a) Delivery of AIC Payments. Developer agrees to irrevocably deposit the balance of the AIC Payments , in immediately available funds denominated in United States currency, with the City, within the timeframe described in Section 5. The Developer acknowledges and agrees that the AIC Payments shall have no right to any interest accrued by the AIC Payments and shall be held as cash without any investment.
(b) Exclusivity of Deposit and AIC Payments Funds; Non-Refundable. The City agrees to not to commingle the Deposit nor AIC Payments with any other amounts held on behalf of Developer or any other party. The City acknowledges that the Deposit and AIC Payments are for the sole and exclusive purpose of paying for a portion of the costs as Aid-in-Construction (as defined in the BWP Rules and Regulations) necessary to providing Electric Service to the Property for the Developer’s Minimum Load and, if applicable, any Additional Load. Developer acknowledges and agrees that the AIC Payments shall be non-refundable and hereby waives any and all rights to receive a refund of the AIC Payments; provided however, City agrees that a credit shall run with the land in accordance with sub- clause (c) below. The City will initially use the Deposit and AIC Payments to pay for, and such use will be credited against, a portion of the Developer’s Project Fee.
(c) AIC Payments Run With the Property. The AIC Payments and the covenant that the BWP Rules and Regulations have been complied with in exchange for the complete payment of the AIC Payments and other fees required by Section 5(a), shall run with the land until the Property is energized up to the Developer’s Minimum Load. Any change in corporate structure of Developer, subdivision or sale of the Property to a third party, or any other change in ownership of the Property shall have no effect on the AIC Payments . The Deposit and AIC P ayments made hereunder shall be for the benefit of Developer and any successor owner of the Property and the City shall apply the AIC Payments as a credit toward such future party's costs for the Substation Capacity and the Distribution Facilities.
5. Payment Milestones. The City will invoice the Developer for the remaining portion of the Developer’s Project Fee in accordance with the schedule set forth herein and Developer shall pay such invoices within thirty (30) days of receipt of such invoice. The City shall invoice Developer thirty (30) days prior to each of the payment dates set forth in Section 5(a) below. Developer's obligations to make payments on the dates are as set forth below.
(a) Developer’s Minimum Load Fee. The Developer’s Minimum Load Fee minus Deposit already paid, shall be paid on the below dates subject to the City using good faith diligent efforts to complete the work under the Agreement:
AIC Payments Payment Date Payment Amount
AIC Payment 1 [October 1, 2023] $6,873,552
AIC Payment 2 February 1, 2024 $2,875,000
ATTACHMENT 1
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AIC Payment 3 July 1, 2024 $2,875,000
True-Up Payment (if
any)
30 days from Project
completion
True-Up Amount1
All payments made under this Section 5(a) , t ogether with the Deposit, shall be applied to Developer's Minimum Load Fee, but shall not be applied to the Additional Load Fee (which shall be invoiced separately).
(b) Developer’s Additional Load Fee. The Developer’s Additional Load Fee shall be paid prior to the commencement of any utility work by the City to allow for the energization of the Additional Load (including, but not limited to, any metering installation and upgrades or modifications to the Distribution Facilities).
6. BWP Rules and Regulations. The BWP Rules and Regulations provide that a customer facility of 5 MW or above requires that the Customer’s site include a substation with at least two power transformers and two high side lines. The Developer and the City agree and acknowledge that the full payment by Developer of its payment obligations set forth herein, together with the granting and recordation of the Substation Easement , Additional Easement and the Access Easements, shall, in lieu of constructing an on- site Customer substation, satisfy such requirement with respect to Developer’s Load for a capacity up to 17 MVA.
7. Scheduled Completion Date. The City shall use commercially reasonable efforts to make distribution feeders from a substation available for energization at the Developer's Minimum Load of Electrical Service to the Property by January 31, 2025 (the “Scheduled Completion Dates”), provided that the Developer completes all required onsite substructure, offsite substructure and 12kV switchgear work necessary for the City’s construction, and provides the City the access to commence onsite work by October 2, 2024. The anticipated “ Final Completion Date ” of the Distribution Facilities is March 31, 2025, but such date may be adjusted based on a number of factors that may impact the design, construction and implementation.
8. Panel Rating; Operational Limits. The Developer has stated, and the City has agreed, that the panel schedule for the development will be structured with a bus tie and key interlock scheme that will provide for operational redundancy for each set of electrical panels. Therefore, during normal operation, the combined load on the panels shall not exceed 65% of the of each panel rating (“Panel Rating Exceedance”). The panel rating is based on the primary tap rating of the current transformer (CT) for the main circuit breaker of the panel. The Developer shall set its protective relay settings in a manner that reasonably limits their electrical load to avoid Panel Rating Exceedance. If at a future date, the Developer desires to permanently change the operation scheme of this design, the Developer shall notify the City of a proposed change and the implementation of any changes shall be subject to the City’s review and approval. Upon any Panel Rating Exceedance or any request by the Developer to change the operation scheme, the City shall recalculate the total load of the Project based on 81.5% of fully rated electric al meter panels rating and may assess additional substation capacity charges that apply. Charges assessed will be in accordance with rates applicable to the time period in which the Panel Rating Exceedance occurred.
1 Pursuant to Section 2(b)(i), the True-Up is a component of the Developer’s Minimum Load Fee equal to the amount incurred by City in excess of the estimated Total Distribution Facilities Costs collected.
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9. Does Not Constitute Project Approval . The Developer acknowledges and agrees that the City’s approval of this Agreement does not constitute, and will not provide any assurance of, the City’s approval of the Project, any budget approvals relating thereto, the Developer’s Documentation, the applications, the environmental review or any other item relating or arising out of the Project or any portion thereof. The City shall not be liable to the Developer under this Agreement for failure to approve any such items. This Agreement does not provide the Developer any vested rights in Electric Service.
10. Representations and Warranties. The Developer represents and warrants to the City that:
(a) The Developer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has full power to execute, deliver and perform this Agreement.
(b) The execution, delivery and performance of this Agreement have been and remain duly authorized by all necessary limited liability company action and do not contravene the Developer’s constitutional documents or any contractual restriction binding on the Developer or its assets.
(c) This Agreement constitutes the legal, valid and binding obligation of the Developer enforceable against Developer in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles.
(d) The execution and delivery by Developer of this Agreement does not, and the performance by Developer of its obligations hereunder (with or without the giving of notice or lapse of time or both) will not, directly or indirectly, (a) violate any applicable law or any provision of any security issued by Developer, (b) conflict with, result in a breach of the provisions of or constitute a default under any of the organizational documents of Developer, (c) violate any other agreement, instrument or undertaking to which Developer is a party or by which it or any of its property is bound or (d) require any license, consent or approval of any governmental authority.
11. Miscellaneous.
(a) Notices. All notices, advice and other communications under this Agreement shall be made in writing and given by overnight delivery, fee prepaid, via any reputable overnight courier service with national reputation and a reliable tracking system. Notices and advices are to be addressed to each party as provided below and shall be deemed to have been duly given when received or when delivery is refused (as the case may be) as indicated on the business records of such overnight courier service. Each party may establish a new address from time to time by written notice to the other given in accordance with this Section. Notice to outside counsel designated by a party entitled to receive notice is for convenience only and is not required for notice to a party to be effective in accordance with this Section.
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Address for Developer: Ranch Lot Studios Owner , LLC
c/o The Worthe Real Estate Group, Inc.
100 Wilshire Blvd., Ste 2100
Santa Monica, CA 90401
Attn: Jeff Worthe
Email: [email protected];
[email protected]
Address for the City: City of Burbank
Burbank Water and Power
164 W. Magnolia Blvd.
Burbank, CA 91502-1720
Attn:
Email:
With a copy to: City of Burbank
City Attorney’s Office
275 East Olive Avenue
Burbank, CA 91502
Attn: BWP Counsel
Telephone: 818-238-5702
Fax No.: 818-238-5724
(b) Entire Agreement; Modification . This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior discussions, representations, communications and agreements (oral and written) by and among the parties hereto with respect thereto. Neither this Agreement nor any terms hereof shall be waived, modified, supplemented or terminated in any manner whatsoever, except by a written instrument signed by all parties hereto and then only to the extent expressly set forth in such writing.
If there is a conflict between this Agreement and BWP’s Rules and Regulations regarding the rights and obligations set forth in this Agreement, this Agreement shall control.
(c) Binding Effect. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors, and assigns, whether by voluntary action of the parties or by operation of law.
(d) Duplicate Originals; Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts, with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
(e) Revision and Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and ATTACHMENT 1
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effect.
(f) Assignment; Subdivision . Developer shall not assign this Agreement without the prior written consent of the City, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, this Agreement shall be binding on any successor owner of the Property. In the event Developer subdivides the Property in accordance with its rights under the Development Agreement, the Developer and City shall use commercially reasonable efforts to enter into such amendments or replacement agreements of this Agreement to ensure that the intended rights and obligations described hereunder shall be preserved.
(g) Ambiguity; Headings and Construction of Certain Terms. The parties to this Agreement agree that this Agreement shall be construed and interpreted according to the ordi nary meaning of the words used so as to accomplish fairly the purposes and intentions of the parties hereto. Words used in this Agreement may be used interchangeably in singular or plural form, and any pronoun shall be deemed to cover all genders. Section headings are for convenience only and shall not be used in interpretation of this Agreement. “ Herein,” “hereof” and “ hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision; and “Section” refers to the entire section and not to any particular subsection, paragraph or other subdivision.
(h) No Dedication. Any undertaking by one Party to the other Party under any provisions of this Agreement shall not constitute the dedication of the City of Burbank’s electric system or any portion thereof to the public or to the Developer (including its successors, assigns, licensees, customers, invitees, licensees, tenants, lessees, subtenants, concessionaires, officers, employees or agents).
(i) Limitation of Liability . In no event and under no circumstances shall one Party be liable to the other Party for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non-operation due to late completion or otherwise for any other economic, consequential, indirect or special damages. The City makes no representations or warranties to the Developer.
(j) Force Majeure. Delay in the performance or non-performance in whole or in part by the City is not a breach of its duty or obligations under this Agreement if such performance has been made impracticable by a Force Majeure. The term “Force Majeure” includes, but is not limited to, war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, an act of God or the public enemy, terrorist act, military action, epidemic, famine, plague, action of the court or public authority, strike or go- slow or similar labor difficulty.
(k) Limitation on Remedies; Limitation on Liability. In the event that the City cannot make the energization of the distribution feeders available at the Service Points on or prior to the Scheduled Completion Date, the Developer acknowledges that its sole remedy for such failure is for specific performance by the City to provide sufficient electrical capacity for the ATTACHMENT 1
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Developer’s Minimum Load from any other substation. In no event and under no circumstances shall the City be liable to Developer for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non-operation due to late completion or otherwise for any other economic, consequential, indirect or special damages. “”
(l) No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the Parties.
(m) Governing Law; Jurisdiction. To the extent permitted by applicable law, this Agreement shall be governed by the laws of the State of California (without giving effect to its conflicts of law rules).
[
Signature Page Follows]
ATTACHMENT 1
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
D EV ELOPER :
RANCH LOT STUDIOS OWNER, LLC,
a Delaware limited liability company
By:
Jeffrey M. Worthe, Authorized Signatory
C IT Y :
City of Burbank
By:
Name:
Title:
ATTACHMENT 1
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E xhibit A
The Property: 411 N Hollywood Way, Burbank
Legal Description: See attached
ATTACHMENT 1
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Exhibit B
GIS map showing Substation location and Service Points.
ATTACHMENT 1
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Attachment 1
ATTACHMENT 1
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Attachment 2
ATTACHMENT 1
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