A G E N D A
SPECIAL MEETING: GLENDALE CITY COUNCIL
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DECEMBER 3, 2024
ROLL CALL
-
3:00 PM
-
Report of the City Clerk of the City Council, re: Posting of Agenda. The Agenda for the Tuesday, December 3, 2024 Special Public Meeting of the City Council was posted on November 27, 2024, on the Bulletin Board Outside City Hall.
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A
SPECIAL PUBLIC MEETING
of the City Council is hereby called to meet at
3:00
PM
on
Tuesday, December 3, 2024
, in the Council Chamber, 613 E. Broadway, 2nd Floor
,
Glendale, CA 91206 to consider the following item(s) of business, to wit;
1. Community Development, re:
Use of City Days at the Alex Theatre: Los Angeles
Youth Orchestra
a.Council motion to approve use of one of twelve annual City Days at the Alex Theatre for the 25th Anniversary Performance of the Los Angeles Youth Orchestra
2. Community Development, re:
Exclusive Negotiating Agreement- 1401 North Verdugo
Road (Glendale Civic Auditorium)
a.City Council motion authorizing the City Manager to Execute an Exclusive Negotiating Agreement with Events at Eden, a California corporation, for the purpose of negotiating a lease and management agreement for City-owned property located at 1401 North Verdugo Road
ADJOURNMENT
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SP CC
1 CITY OF GLENDALE, CALIFORNIA
REPORT TO THE SPECIAL CITY COUNCIL
AGENDA ITEM
Report: Use of City Days at the Alex Theatre: Los Angeles Youth Orchestra
1. Council motion to approve use of one of twelve annual City Days at the Alex Theatre for the 25th Anniversary Performance of the Los Angeles Youth Orchestra.
COUNCIL ACTION
Item Type: Action Item
Approved for December 3, 2024 calendar
EXECUTIVE SUMMARY
The City of Glendale’s Community Development Department is requesting use of one of the City’s twelve annual rent-free dates at the Alex Theatre to sponsor the 25th Anniversary Celebration and Performance of the Los Angeles Youth Orchestra. This request would represent the first community sponsorship request for the 2025 calendar year.
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4 RECOMMENDATION
Provide direction for utilization of one rent-free date at the Alex Theatre.
ANALYSIS
As part of the Management Agreement, SAS agreed to provide the City with twelve annual days of Theatre use, free of facility rental charge. In addition to events hosted by the City, the City may sponsor community groups, who meet the minimum criteria and receive City Council approval, by providing them use of one of these twelve dates. The facility rental fee is waived by the Theatre for these groups, but all other costs associated with the use of the Theatre are to be paid for by the group requesting the sponsorship.
This is the first request received by the City from a community group for the 2025 calendar year. Staff and the Alex anticipate the City will use the Theatre for reoccurring events and are cognizant not to bring forward community events which would surpass the number of allocated dates considering these anticipated date uses:
1. Armenian Genocide Commemoration Event
2. Glendale Tech Week
3. Women’s Equity Day
The Council may direct staff to set aside additional dates for anticipated events.
Staff received a request on October 3, 2024 from the Los Angeles Youth Orchestra (LAYO) for City sponsorship of the event.
The orchestra, which is celebrating their 25th year, draws the participation of over 100 students ages 8-18 from across Los Angeles County. LAYO proudly presents an intermediate orchestra and an advanced orchestra, both playing at a high level. The Los Angeles Youth Orchestra has performed in Carnegie Hall, Walt Disney Concert Hall, and Ambassador Auditorium. Last summer, the orchestra performed to full houses in major concert halls in Vienna and Prague. Now in its 25th season, the orchestra continues its mission to advance the future of culture by developing and nurturing a passion for music in young musicians that will last their lifetimes.
The concert is anticipated to be hosted on Monday, March 31, 2025 at 7:30pm.
Fostering an environment of lifelong inclusion and interest, the orchestra alumni will join the current orchestras on stage in a program that will include Beethoven’s fifth symphony, a world premiere by Russell Steinberg, Ponchielli’s Dance of the Hours, and selections from Manuel De Falla’s Three Cornered Hat. The concert will also include a fundraiser-reception in honor of the 25th anniversary, to be held either in the forecourt entrance to the theater or up in the upstairs lobby.
While the orchestra has not presented at the Alex Theatre before, there is a reasonable assumption the concert would attract at least a 50% capacity, as LAYO’s two annual concerts generally attract an audience of 600-700.
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4 STAKEHOLDERS/OUTREACH
Marketing for the event will take place through the organization’s large base, and all regular Alex Theatre ticket marketing outlets.
Details for those interested in requesting sponsorships can be found on the City website at: glendaleca.gov/government/departments/community-development/cdd- administration/alex-theatre-sponsorship
And the Alex Theatre website at: https://www.thealex.com/sponsorship
FISCAL IMPACT
There are no costs to the City of Glendale for sponsoring this event.
ENVIRONMENTAL REVIEW (CEQA/NEPA)
CEQA does not apply to projects where the lead agency determines "with certainty that there is no possibility that the activity in question may have a significant effect on the environment." CEQA Guidelines (14 Cal. Code Regs.) § 15061(b)(3). Here, the action involves hosting two shows within a built environment. There is no possibility that the action of hosting continued shows within the Theatre may have a significant effect on the environment.
CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.
ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1. Approve utilization of one of twelve of the City days at the Alex Theatre, and provide direction to staff on other anticipated City uses.
Alternative 2. Do not approve utilization of one of twelve of the City days at the Alex Theatre.
Alternative 3. Consider another alternative not proposed by staff.
ADMINISTRATIVE ACTION
Submitted by:
Bradley Calvert, Director of Community Development
Prepared by:
Tamar Sadd, Deputy Director of Community Development
Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS/ATTACHMENTS
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M O T I O N
Moved by Council Member _________________________, seconded by Council Member ___________________________, that the Council hereby approves the use of one of the twelve annual City Days at the Alex Theatre to sponsor the 25th Anniversary Celebration and Performance of the Los Angeles Youth Orchestra scheduled for March 31, 2025, as outlined in the Report to Council dated December 3, 2024.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
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2 CITY OF GLENDALE, CALIFORNIA
REPORT TO THE SPECIAL CITY COUNCIL
AGENDA ITEM
Report: Exclusive Negotiating Agreement- 1401 North Verdugo Road (Glendale Civic Auditorium)
1. City Council motion authorizing the City Manager to Execute an Exclusive Negotiating Agreement with Events at Eden, a California corporation, for the purpose of negotiating a lease and management agreement for City-owned property located at 1401 North Verdugo Road.
COUNCIL ACTION
Item Type: Action Item
Approved for December 3, 2024 calendar
EXECUTIVE SUMMARY
The City received an unsolicited proposal from Erik Khojoyan (owner of Eden on Brand) to lease, manage and operate the Civic Auditorium. The intent of the proposal is to transform the Civic Auditorium into an event and meeting center, intended on generating more activity and revenue than its current programming. Mr. Khojoyan has requested the City enter into a Exclusive Negotiating Agreement that would grant his corporation exclusive rights to conduct due diligence and to negotiate with the City for a lease and management agreement for the Civic Auditorium with an initial term of six months.
RECOMMENDATION
That the City Council authorize the City Manager to execute an Exclusive Negotiating Agreement with Events at Eden, a California corporation, for the purpose of negotiating a lease and management agreement for 1401 North Verdugo Road (Glendale Civic Auditorium).
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9 BACKGROUND
The City-owned Civic Auditorium was built in 1937, and at the time it was the largest municipal auditorium on the West Coast. Since then, it has been renovated twice with the first renovation occurring in 1964 and the second in 1997. The roof was replaced in 2013, and a new HVAC system was installed in 2014 and 2015. The auditorium’s total square footage is 54,832, with 30,098 square feet available for rentals between the upper and lower auditorium. The Civic Auditorium is operated by City staff which rents space to residents, promoters, entrepreneurs, private businesses, and event coordinators. The City also at times has hosted City-sponsored events. In the last fiscal year there have been 40 rentals of the auditorium equating to 177 rental days. The City currently has an agreement with Glendale Community College to rent the lower auditorium that is set to expire at the end of 2024.
The City has received an unsolicited proposal from Erik Khojoyan to lease, manage and operate the auditorium for private functions and events. Mr. Khojoyan is the owner and operator of Eden on Brand, which includes a popular restaurant and event space in Downtown Glendale. He possesses over 20 years of experience as an owner and operator of restaurants, as well as an event coordinator. His goal is to improve the facility and increase the profile of the events hosted at the auditorium. His proposal potentially provides an opportunity to turn a City asset into a revenue generating and culturally interesting venue, by bringing in an experienced partner similar to the agreement with the operators of the Alex Theatre.
ANALYSIS
An exclusive negotiating agreement (ENA) establishes a defined period during which a party is granted exclusive rights to conduct due diligence and to negotiate with the City for the disposition (sale, lease, or grant) of a property. An ENA also permits the City a period to review and determine the financial feasibility of the proposal. An ENA does not commit the City to undertake the disposition of the property. The City retains final discretion regarding the approval of any agreement to lease or manage the property that may result from the negotiations undertaken during the ENA time period.
The following is a summary of the key terms of the ENA:
•Initial Term: Six months. City may extend the Initial Term up to an additional six months, any further extensions are subject to the written approval of the City Council.
•Proposer Submissions: Detailed narrative describing the Proposal including any proposed tenant improvements; description of City building improvements; parking plan; grounds/landscaping plan; operation and management plan; financial feasibility analysis with detailed tenant and building improvement costs; estimated project income; pro forma; method of 8 of 25
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•Termination: Six months if Proposer has not fully performed or if City and Proposer have not completed negotiating the terms and provisions of an acceptable Lease and Management Agreement (provided both parties have performed their obligations).
•Supplemental Reports: Progress reports every 60 days on the Proposer’s progress in meeting the terms and obligations of the ENA. •City Reimbursement of Financial Analysis: Proposer shall reimburse the City for the City’s financial consultant fees and costs for preparing a Financial Report.
•Assignment: The Proposer shall not assign the ENA without prior written City approval; City retains sole and absolute discretion to approve or deny a requested transfer.
•Hazardous Materials Assessment: Proposer at their expense shall be entitled to conduct environmental assessments, audits and/or testing of the Project Site.
STAKEHOLDERS/OUTREACH
Not applicable.
FISCAL IMPACT
There is no fiscal impact associated with approval of the ENA. Depending on the ultimate direction and status of the lease and management agreement pursued at the completion of the ENA period, there may be associated costs and revenues at that time.
ENVIRONMENTAL REVIEW
CEQA does not apply to projects where the lead agency determines "with certainty that there is no possibility that the activity in question may have a significant effect on the environment." CEQA Guidelines (14 Cal. Code Regs.) § 15061(b)(3). Here, the action involves Council authorization to enter into ENA. There is no possibility that the action regarding the ENA may have a significant effect on the environment.
CAMPAIGN DISCLOSURE
The Campaign Disclosure Statement is attached as Exhibit 2.
ALTERNATIVES
Alternative 1: Council may deny authorization to approve the ENA and provide direction on a preferred course of action regarding the Property. 9 of 25
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ADMINISTRATIVE ACTION
Submitted by:
Bradley Calvert, Director of Community Development
Prepared by:
Mark Berry, Deputy Director of Community Development/Economic Dev.
Approved by:
Roubik R. Golanian, P.E., City Manager
EXHIBITS / ATTACHMENTS
Exhibit 1 – Exclusive Negotiating Agreement
Exhibit 2 - Campaign Disclosure
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MOTION
Moved by Councilmember ____________________________, seconded by Councilmember ___________________________ that the City Manager, or his designee, is hereby authorized to execute an Exclusive Negotiation Agreement (“ENA”) between the City of Glendale and Events at Eden, a California corporation, for the purpose of negotiating a lease and management agreement for City-owned property located at 1401 North Verdugo Road (Glendale Civic Auditorium). The ENA shall be in the form as attached as Exhibit 1 to the Report to Council dated December 3, 2024, for the purposes of negotiating agreements as outlined in the Report. The ENA shall be in a form approved by the City Attorney.
Vote as follows:
Ayes:
Noes:
Absent:
Abstain:
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1 EXCLUSIVE NEGOTIATING AGREEMENT
THIS EXCLUSIVE NEGOTIATING AGREEMENT (the “Agreement”) is made and entered into as of ____________, 20______, by and between the City of Glendale, a municipal corporation (the “City”), and Events at Eden, a California corporation (the “Proposer”) (the Proposer and the City are collectively referred to herein as the “Parties”).
RECITALS
The following recitals are a substantive part of this Agreement.
A. City desires to review the feasibility of entering into a lease and management agreement for certain City-owned land and improvements commonly known as the Glendale Civic Auditorium located at 1401 N. Verdugo Road, Glendale, California (the “Civic”), as depicted on a site map which is attached hereto as Exhibit “A” and incorporated herein (the “Site”).
B. The City is interested in assessing whether the Proposer has an economically viable proposal to lease, manage and operate the Civic building on behalf of the City with the goal of increasing use of the Civic building as an assembly and event space.
C. The Parties agree and acknowledge that the purpose of this Agreement is to establish a time period during which the Proposer shall have the exclusive right work with the City to present a proposal and for the City to complete due diligence in evaluating that proposal in anticipation of negotiating a potential building lease (“Lease”) and management agreement (“Management Agreement”) for the Civic.
D. The Parties further agree and acknowledge that the City shall determine, in its sole and absolute discretion, whether the proposal to lease, manage and operate the Civic building is viable and whether the Proposer has provided evidence of sufficient experience and financial capacity to justify moving forward with negotiating the terms of a Lease and a Management Agreement to operate the Civic on behalf of the City.
E. The Parties further agree and acknowledge that the transaction anticipated in this Agreement, specifically approval of a lease of a publicly owned property, is subject to review under the Surplus Land Act (SLA) and that City’s further consideration of Proposer’s proposal must take into compliance with the SLA.
F. The Parties intend that during and for the period of negotiations set forth herein (the “Negotiating Period”) each will perform certain actions and responsibilities under this Agreement.
NOW, THEREFORE, the Parties mutually agree as follows:
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2 1. Recitals. The recitals hereinabove are an important part of this Agreement and are incorporated herein by this reference.
2. Agreement to Negotiate.
(a) Agreement to Negotiate. The City and Proposer, by and through their authorized respective staff and consultants, agree that for the term of the Negotiating Period (which includes the Initial Term and any City-authorized extended term as defined below, whether said period expires or is earlier terminated by the provisions herein), each party shall negotiate diligently and in good faith to carry out its obligations under this Agreement and to complete due diligence review of the Proposal, which includes an assessment of Proposer’s experience and financial capability in order to determine whether Proposer is qualified to enter into a Lease and Management Agreement. (b) Initial Term. The initial term of the Negotiating Period shall be for six (6) months from the date of approval hereof by the City (“Initial Term”). The Initial Term Proposer shall provide the City with the details of its proposal to lease and operate the Civic building on behalf of the City (the “Proposal”); said Proposal shall include details about Proposer’s experience as tenant capable of undertaking tenant improvements and Proposer’s experience as an event space manager. The Proposal shall define and cost out any proposed Civic building improvements (the “Improvements”) Proposer believes are necessary to undertake the Proposal. Further, the Proposal shall include whether the City or Proposer would be responsible for undertaking the proposed Improvements. The City will be determining whether the Proposer has the requisite experience and financial capacity to successfully undertake the Proposal.
(c) Extended Term. Should the City determine, in its sole and absolute discretion, that additional time is needed to either complete an assessment of the Proposer’s qualifications, or that, following the successful completion of such assessment, that the Parties need additional time to complete negotiations of the terms of a Lease and Management Agreement, the City may extend the Initial Term for up to an additional six (6) months (the “Extended Term”). Any further extensions are subject to the written approval of the City Council.
(d) Exclusivity. During the Negotiating Period City agrees to negotiate exclusively with Proposer, and not with any other person or entity, with regard to the proposed lease and management of the Site.
(e) Proposer Submissions. Within thirty (30) days after the commencement of the Initial Term, the Proposer shall submit to the City the following:
(1) A detailed narrative describing the Proposal, including any proposed tenant improvements to be undertaken by Proposer including the costs therefor;
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3 (2) A description of any building improvements the Proposer wants the City to undertake;
(3) Whether the Proposal includes use or lease of City-owned parking spaces, and if so approximately how many;
(4) Whether the Proposer will be responsible for maintaining the grounds and landscaping surrounding the Civic building; and
(5) A premises operation and management plan.
(f) Within ninety (90) days of submission of the items required in Section 4(e) herein above, Proposer shall submit to the City’s financial consultant the following:
(1) A financial feasibility analysis of the Proposal, which shall include a detailed estimate of tenant improvement costs, building improvement costs;
(2) An estimate of project income;
(3) A pro forma statement of project return;
(4) A description of the proposed method of financing and amounts and sources of equity and debt capital, which together shall be adequate to enable the City to evaluate the economic feasibility of the Proposal; (5) A description of any proposed revenue sharing; and
(6) A list of financial references.
Proposer financial information submitted to the City’s third-party financial consultant that is proprietary, trade-secret, confidential or otherwise legally privileged from disclosure, shall be so marked. The City’s financial consultant will provide the City with analysis and summary of the data provided for evaluation purposes only. (g) City Verification of Proposer Submissions. It is understood that City may take appropriate steps to verify information in the Proposer’s submissions, including hiring a financial consultant, and Proposer agrees to cooperate in furnishing information to City and to the City’s financial consultant(s). In the event that this Agreement is terminated for any reason, the City shall have the right to use the materials submitted pursuant to this paragraph for its own purposes, and Proposer agrees to assign to the City any rights it has in and to the above submissions to the extent such submissions are not proprietary or otherwise protected by legal privilege, including trade secrets. The Proposer shall execute any further documents provided by the City to reasonably confirm such assignment. 14 of 25
4 (h) City Evaluation of Proposal. Upon the City’s receipt of the Proposer’s complete submissions as provided in subparagraph 2(e) and (f) above, the City shall evaluate such submissions and shall consider the Proposer's proposal, which evaluation shall include, but is not limited to obtaining financial feasibility analyses from its financial or other consultants as appropriate.
(i) Termination of Agreement. Except as this Agreement is extended as otherwise provided in this Agreement, if on the three hundred sixty fifth (365th) day from the date of approval by the City of this Agreement, Proposer has not fully performed its obligations in accordance with this Agreement, or the Parties have not completed the negotiations of the terms and provisions of a mutually acceptable Lease and Management Agreement, and provided that the Proposer and the City have performed their obligations in accordance with this Agreement, then this Agreement shall automatically terminate without further written notice. Upon such automatic termination and expiration of the Negotiating Period, both Parties knowingly agree that neither Party shall have any further rights or remedies to the other. Notwithstanding the foregoing, the City and Proposer reserve the right in their respective sole and absolute discretion to mutually agree to further extend the Negotiating Period by a written extension. City undertakes no commitment or obligation to Proposer to grant any such extension.
3. Supplemental Progress Reports. In addition to the information required in Section 2 herein above, at sixty (60) day intervals from the date of this Agreement (including all extended periods), Proposer shall provide to the City written reports regarding its progress in meeting the terms and obligations of this Agreement.
4. City Reimbursement for Financial Analysis. Proposer shall reimburse the City for the City’s financial consultant’s actual fees and costs for preparing a report on the Proposer’s financial qualifications to undertake the Proposal (the “Financial Report”). The Proposer shall submit reimbursement to the City for preparation of the Financial Report in a form acceptable to the City within thirty (30) days following the presentation to the Proposer of an invoice for the Financial Report. The City shall maintain documentation of expenditures for preparation of the Financial Report, which information shall be made available to the Proposer upon request. Proposer’s failure to provide timely reimbursement to the City for preparation of the Financial Report shall constitute a breach of this Agreement. The City reserves the right to terminate this Agreement for such breach.
5. Hazardous Materials Assessment. The Proposer at its sole cost and expense shall be entitled to conduct or cause to be conducted environmental assessments, audits and/or testing of the Site. The Proposer shall have the right to terminate this Agreement if the Proposer is not reasonably satisfied with the findings and the recommendations made in an environmental audit conducted by or for the Proposer. However, both Parties acknowledge and agree that specific representations or warranties, agreements, obligations, liabilities or responsibilities pertaining to the condition of the Site and/or the Proposed Development will 15 of 25
5 be the subject of negotiations between the Parties in connection with the negotiations of any Lease and Management Agreement entered into by the Parties.
6. Relocation Indemnification. Each party will defend, indemnify and hold the other harmless with respect to any claims for relocation made as a result of the indemnifying parties’ activities in connection with the Site.
7. Costs and Expenses. Except as provided in Section 4 above, each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement.
8. Change in Proposer. The qualifications of the Proposer as an experienced and successful manager and operator of restaurant establishments and events are of particular interest to the City. Consequently, no person or entity, whether a voluntary or involuntary successor of Proposer, shall acquire any rights or powers under this Agreement nor shall the Proposer assign all or any part of this Agreement without the prior written approval of the City, which approval the City may grant, withhold or deny at its sole and absolute discretion. Any other purported transfer, voluntarily or by operation of law, shall be absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. This Agreement shall not be construed to constitute the City's approval of Proposer or any party affiliated with Proposer as the general contractor of the Development.
9. Lead Negotiators. The City Manager, or his or her designee(s), shall be the lead negotiator(s) for the City with respect to the subject matter of this Agreement; provided, however, that the City Council reserves its rights to consider and approve or disapprove the proposed Lease and Management Agreement. Erik Khojoyan shall be the lead negotiator for the Proposer with respect to the subject matter of this Agreement.
10. Proposer Cooperation. Proposer agrees to cooperate with the City in supplying financial information, if available and not otherwise privileged, to facilitate the feasibility analysis of the Proposal. The Proposer shall also cooperate with City’s professional consultants and associates in providing any information and assistance in connection with the evaluating Proposer’s submissions to the City pursuant to this Agreement or as required by state or local laws and regulations.
11. City Cooperation. City agrees to cooperate with the Proposer in supplying financial institutions with appropriate information, if available and not otherwise privileged, to facilitate the obtaining of financing for the Proposal, if required. The City shall also cooperate with Proposer’s professional consultants and associates in providing them with any information and assistance reasonably within the capacity of the City to provide in connection with the preparation of the Proposer’s submissions to the City pursuant to this Agreement or as required by state or local laws and regulations. This requirement does not obligate the City to incur any monetary costs therefor.
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6 12. Non-Discrimination. Proposer shall not discriminate against nor segregate, any person, or group of persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Proposer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.
13. Environmental Requirements. Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the Proposal. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified prior to the Lead Agency’s approval of the Proposal.
14. Address for Notices. Any notices pursuant to this Agreement shall be in writing and sent (i) by Federal Express (or other established express delivery service which maintains delivery records), (ii) by hand delivery, or (iii) by certified or registered mail, postage prepaid, return receipt requested, or (iv) email, to the following addresses:
To City: City of Glendale
Community Development
Department
633 E. Broadway, Suite 100
Glendale, CA 91206-4387
Attention: Director
Phone:
Email: [email protected]
To Proposer: Events at Eden
214 N. Brand Blvd.
Glendale, CA 91203
Phone:
Email:
15. Default. Failure by either party to negotiate in good faith or to perform any other of its duties as provided in this Agreement shall constitute an event of default under this Agreement. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the action required to cure the default. If the default remains uncured fifteen (15) days after the date of such notice, the non-defaulting party may exercise the remedies set forth in Section 15 of this Agreement.
16. Remedies for Breach of Agreement. In the event of an uncured default under this Agreement, the sole remedy of the non-defaulting party shall be to terminate this Agreement.
Following such termination, neither party shall have any further rights, remedies or 17 of 25
7 obligations under this Agreement. Neither party shall have any liability to the other for monetary damages or specific performance for the breach of this Agreement, or failure to reach agreement on a Lease and Management Agreement, and each party hereby waives and releases any such rights or claims it may otherwise have at law or at equity.
Furthermore, the Proposer knowingly agrees that it shall have no right to specific performance for conveyance of, nor to claim any right of title or interest in the Site or any portion thereof.
17. Attorney’s Fees. In the event any action is taken by either party to this Agreement to enforce this Agreement, the prevailing party shall be entitled to recover from the other party its actual attorneys' fees and costs.
18. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof.
19. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. During the Negotiating Period the time periods set forth in this Agreement for the performance obligations hereunder shall apply and commence upon a complete submittal of the applicable information or occurrence of an applicable event. In no event shall an incomplete submittal by the Proposer trigger any of the City’s obligations of review, approval and/or performance hereunder; provided, however that the City shall notify the Proposer of an incomplete submittal as soon as is practicable and in no event later than the applicable time set forth for the City's action on the particular item in question. Further, the time periods set forth herein are outside dates of performance. In the event a party completes a performance item earlier than the time required hereunder, the time for the next performance obligation of a party shall commence. Thus, the parties agree that the requirements hereunder may occur and be completed in a shorter time frame than set forth herein.
20. Agreement Does Not Constitute a Lease or Approval of a Project or Management Agreement. The Parties agree and acknowledge that nothing in this Agreement in any respect does or shall be construed to affect or prejudge the City's discretion to consider, negotiate, or undertake the disposition and/or development of any portion of the Site; provided, however, no portion of the Site shall be voluntarily disposed of during the term of this Agreement, and such disposition is will be subject to the City’s review for compliance with the Surplus Land Act. The City reserves the final discretion and approval as to any lease and management agreement and all proceedings and decisions in connection therewith. This Agreement shall not be construed as a grant of development rights or land use entitlements, or a lease the Site or authority to perform any tenant improvements or any other project. All design, architectural, and building plans for the 18 of 25
8 Proposal shall be subject to the review and approval of the City. By its execution of this Agreement, the City is not committing itself to or agreeing to undertake the disposition of the Site or other real property to the Proposer, or any other acts or activities requiring the subsequent independent exercise of discretion by the City, or any City department.
21.Governing Law. This Agreement shall be construed in accordance with the laws of the State of California.
22.Implementation of Agreement. The City shall maintain authority to implement this Agreement through the City Manager (or his or her duly authorized representative). The City Manager shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Agreement on behalf of the City so long as such actions do not materially or substantially change the uses or concept of the Proposal, or add to the costs incurred or to be incurred by the City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform. All other materials and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the City Council.
NOW THEREFORE, the Parties have executed this Exclusive Negotiating Agreement as of the date and year first set forth above.
CITY OF GLENDALE
By:____________________________ Date: __________________ Roubik Golanian,
City Manager
PROPOSER: Events at Eden
By: ____________________________ Date:__________________ Erik Khojoyan,
President
APPROVED AS TO FORM:
MICHAEL J. GARCIA, CITY ATTORNEY
By:________________________
Gillian van Muyden,
Chief Assistant City Attorney
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9 EXHIBIT “A”
SITE
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