Lawsuit Filed to Block UCLA Sale of Japanese Garden

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CONFOlli-wED COP~

Law Offices Of John R. Walto~ P.C. John R. Walton (Bar No. 130666) Walter W. Moore (Bar No. 115985) 35 N. LAKE AVE., SUITE. 700 PASADENA, CA 91101 TEL: (626) 578-6000 FAX: (626) 578-6012

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OF ORIG!NAL FILED

Los Angeles Superior Court

MAY 0 4 2012

5 Attorneys for Plaintiffs James E. Caldwell, Jr. and Hannah C. Sowerwine, individually and 6 as Trustees ofthe Hannah Locke Carter Trust, and Anne Caldwell and Jonathan A. Caldwell, 7 individually 8 9

SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS

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ANGELES- WEST DISTRICT-SANTA MONICA COURTHOUSE

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, USA 1-'.foJiT Cvt ~

JAMES E. CALDWELL, JR. and HANNAH C. SOWERWINE, individually and as Trustees ofthe Hannah Locke Carter Trust, and ANNE CALDWELL and JONATHAN A. CALDWELL, individually

CASE NO.

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COMPLAINT FOR: 1) DECLARATORY RELIEF;

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Plaintiffs.

2) BREACH OF CONTRACT; and

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3) BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.

vs.

REGENTS OF THE UNIVERSITY OF CALIFORNIA, and DOES 1 TO 50, inclusive,

CASE MANAGEMENT CONFERENC

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Defendants.

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-路AUG 2 7 2012

0 CD

Date

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FIRST CAUSE OF ACTION FOR DECLARATORY RELIEF

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(By All Plaintiffs Against All Defendants)

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Summacy Of The Action

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1. This is an action to require that the Regents of the University of California honor their contractual obligation to preserve the Hannah Carter Japanese Garden.

2. The Hannah Carter Japanese Garden is a unique, culturally and historically

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significant hillside garden in Bel Air that covers over one acre. The garden was designed in

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1959 by a world-renowned Japanese landscape architect named Nagao Sakurai. Sakurai was

Complaint

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Chief Gardener at the Imperial Palace in Tokyo for 20 years, and was selected by the Japanese

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Government to design the Japanese Exhibit at the 1939 Golden Gate and New York

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International Expositions. The Hannah Carter Japanese Garden was built over the course of two

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years beginning in 1959, and is modeled on the gardens of Kyoto. It is recognized as one ofthe

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finest examples of Japanese gardens in North America. Many structures in the garden,

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including the main gate, the garden house, bridges and a shrine, were built in Japan and

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reassembled here. The garden includes antique stone carvings, water basins, lanterns and a five-

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tiered pagoda. The following illustration shows the layout of the garden, including the paths,

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ponds, bridges, the pagoda, waterfall and other structures and sculptures:

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3. The Regents acquired the Hannah Carter Japanese Garden and other valuable

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consideration from Edward and Hannah Carter pursuant to a written contract, which consists of

2 Complaint

an original agreement and two amendments. The Regents promised, in that contract, to 2 3

maintain the gardenforever.

4. Now that the Carters have passed away, however, the Regents have decided to

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ignore their contractual obligations. The Regents recently put the garden up for sale, and have

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done so without insisting that prospective purchasers maintain the property as a garden.

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Moreover, the Regents have stripped the pagoda and certain statues and other valuable items

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from the garden that lend to its distinctive character as a Japanese garden.

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5. The Regents have taken this action knowing full well that the Carters would never have agreed to let the Regents destroy or sell the Hannah Carter Japanese Garden. On January

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6, 2006 -- after Mr. Carter had passed away but before Mrs. Carter passed away --John

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Sandbrook, of the Office of the Deans at U.C.L.A., prepared a memorandum and notebook for

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Sam Moriboto, the Vice Chancellor of Business and Administrative Services at U.C.L.A.,

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explaining the history of the contract, including the two amendments thereto. Sandbrook stated

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that he personally had "handled the discussions with Mr. Carter regarding the 1982 First

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Amendment," and that "The Regents agreed to name the Japanese Gardens as the Hannah

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Carter Japanese Gardens and to retain and maintain the Gardens in perpetuity." Vice

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Chancellor Moriboto responded to the memorandum with an email stating, inter alia, the

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following:

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John, I have now read the notebook you prepared. It appears that the amendment

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requires us to maintain the Gardens in perpetuity ....

* * *

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[I]t appears that Mrs. Carter has (or at least had) a special interest in the

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Gardens. As such, it would seem that asking her to work with us on changing

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the amendment does not seem likely.

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6. Knowing that Mrs. Carter was not likely to agree to change the terms of the parties'

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contract, the Regents instead decided to wait for her to die. And now that she herself can no

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longer personally enforce the parties' contract, the Regents are breaking the written promises

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they made to Mrs. Carter and her husband to maintain this unique landmark in perpetuity, the 3

Complaint

promises that made it possible for the Regents to acquire the property in the first place.

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7. The plaintiffs, who are Hannah Carter's heirs and successors-in-interest under the

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amended contract, accordingly seek to enforce the Regents' written promise to preserve the

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Hannah Carter Japanese Garden. Plaintiffs seek, inter alia, a judicial declaration that the

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Regents must maintain the garden forever, just as the Regents promised they would, and a

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permanent injunction to prevent the Regents from destroying or selling the garden without

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conditions that guarantee its preservation.

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Jurisdiction And Venue 8. This Court has jurisdiction over this dispute, and venue lies in this district, because

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the land in issue is located at 626 Siena Way, Los Angeles, California, 90077 and 10619

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Bellagio Road, Los Angeles, California, 90077; this is a dispute regarding the Regents' duties to

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maintain that property; and the amount in controversy exceeds $25,000.

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Parties

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9. Plaintiff James E. Caldwell, Jr. is an individual who resides in Woodside, California.

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He is also a Trustee ofthe Hannah Locke Carter Trust, and is prosecuting this action both as an

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individual and as a trustee. He is also the assignee of the rights ofhis sister, Julie Tave, under

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the contract in issue.

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10. Plaintiff Hannah C. Sowerwine is an individual who resides in Menlo Park,

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California. She is also a Trustee ofthe Hannah Locke Carter Trust, and is prosecuting this

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action both as an individual and as a trustee.

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11. Plaintiff Anne Caldwell is an individual who resides in Eugene, Oregon.

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12. Plaintiff Jonathan A. Caldwell is an individual who resides in Stratham, New

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Hampshire.

13. The Defendant Regents of the University of California is a corporation organized under the Constitution of the California.

14. Defendant Does 1-50 are fictitious defendants named pursuant to Code of Civil

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Procedureยง 474. Plaintiffs will amend the complaint to allege the Doe defendants' actual

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names and involvement in the dispute promptly after learning same. Plaintiffs are informed and 4

Complaint

believe, and on that basis allege, that the Doe defendants include people who have made an 2

offer to buy all or some of the real property in issue in this dispute.

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Contract

15. The plaintiffs are the successors-in-interest to Hannah Locke Carter ("Mrs. Carter")

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with respect to the contract at issue here. Mrs. Carter, as noted above, has passed away. As a

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result of her will, her trust and an assignment, her contractual rights now belong to the

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plaintiffs, the children of Mrs. Carter.

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16. The contract in issue ("the Amended Contract") consists of an original contract and two amendments thereto. The original contract was dated December 18, 1964, and was

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between the Regents and Mrs. Carter's husband. (A copy is attached hereto as Exhibit A.) The

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first amendment was dated June 17, 1982, and was signed by the Regents and Mr. Carter. (A

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copy is attached hereto as Exhibit B.) The second amendment was dated Apri130, 1999, after

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Mr. Carter passed away, and was signed by the Regents, by Mrs. Carter, and by the late Donn

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B. Miller, as the executor of Mr. Carter's estate. (A copy is attached hereto as Exhibit C.)

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17. The Amended Contract sets forth the parties' agreement concerning the ownership

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and use of a parcel ofland located in Bel Air, commonly known at the time as 626 Siena Way,

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which comprised a "residence portion" and a "garden portion." (The metes and bounds are set

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forth on pages 5-6 of Exhibit A hereto.).

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18. Plaintiffs are informed and believe, and on that basis allege, that following map,

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from the Los Angeles County Tax Assessor's office, with plaintiffs annotations on it, accurately

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depicts the location of the "residence portion" (which retained the 626 Siena Way address) and

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the "garden portion" (which now bears the address 10619 Bellagio Road):

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PG I

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19. As the recitals ofthe Amended Contract explain, the Regents wanted to acquire the

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garden portion of the parcel immediately, and the residence portion of the parcel eventually. To

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facilitate the Regents' acquisition ofthe garden portion, Mr. Carter gave the Regents stock,

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which the Regents sold to obtain money with which to buy the garden portion of the parcel from

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the owners, Mr. and Mrs. Gordon Guiberson. To facilitate the Regents' acquisition ofthe

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residence portion, Mr. Carter bought that part of the parcel directly from the Guibersons

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himself.

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20. The Amended Contract called for Mr. Carter to deed the residence portion of the

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parcel to the Regents, during his life or at his death, subject to his retaining a life estate in the

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residence portion, and subject to Mrs. Carter's having right to lease the residence portion after

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Mr. Carter passed away.

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21. In exchange for this valuable consideration, the Amended Contract stated that "[t]he

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garden portion shall be retained by [the Regents] in perpetuity and shall bear the name "Hannah

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Carter Japanese Garden."

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6 Complaint

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22. The Amended Contract stated that the Regents could sell the residence portion after

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Mrs. Carter passed away or moved out, but it did not state the Regents could ever sell the

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garden portion, i.e., the Hannah Carter Japanese Garden.

23. Furthermore, the Amended Contract provides that, if the Regents do sell the

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residence portion, they must invest the proceeds of the sale according to a prioritized list, the

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very first item of which is "[t]o establish an endowment of$500,000, the income to be used in

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perpetuity for the maintenance and improvement of the Hannah Carter Japanese Garden." As

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John Sandbrook. of the Office of the Deans ofU.C.L.A, subsequently put it in an email dated

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January 18, 2006, "Retaining the Gardens in perpetuity is why the priority no. 1 of the specified

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Carter endowments is the Japanese Garden maintenance endowment and, of course, the naming

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ofthe Japanese Gardens for Hannah Carter."

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24. The Amended Contract also provides that, if the Regents do not sell the residence,

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then the Regents would have to fund those items on the prioritized list using their own money,

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based on the fair market value of the residence portion of the parcel.

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Performance

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25. Mr. and Mrs. Carter fully performed all oftheir obligations under the Amended

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Contract by, inter alia, Mr. Carter's having transferred to the Regents title to the residence

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portion of the parcel, and Mrs. Carter's having paid the Regents rent to live on the residence

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portion after Mr. Carter passed away.

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Breach

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26. The Regents have breached and repudiated their obligations under the Amended

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Contract. They have done so by, inter alia, putting the Hannah Carter Japanese Garden up for

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sale. Plaintiffs are informed and believe, and on that basis allege, that in or around February

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2012, the Regents signed a listing agreement with a real estate broker to sell the garden, and are

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soliciting bids for it. Plaintiffs are also informed and believe, and on that basis allege, that the

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Regents have no intention of requiring any prospective purchaser to preserve and maintain the

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garden.

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27. The Regents, moreover, have removed distinctive elements from the Hannah Carter

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Japanese Garden, including but not limited to the five-tiered stone pagoda, a wooden and gold

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leaf Buddha statue, a stone water basin, and a Korean stone lantern.

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28. Furthermore, plaintiffs are informed and believe, and on that basis allege, that the

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Regents have also put the residence portion of the parcel up for sale, and have no intention of

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applying the proceeds of the sale of the house to the maintenance of the Hannah Carter Japanese

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Garden.

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Declaratory ReliefWarranted 29. Under the circumstances, declaratory relief is warranted. There is an actual

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controversy between plaintiffs, on the one hand, and the Regents and Does 1-50, on the other

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hand, regarding: a) whether the Regents can sell the Hannah Carter Japanese Garden;

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b) whether any purchaser could use the land for any purpose other than as the Hannah Carter

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Japanese Garden; c) whether the Regents are contractually obliged to maintain the Hannah

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Carter Japanese Garden in perpetuity; d) whether the Regents must return or replace valuable

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and distinctive elements removed from the Hannah Carter Japanese Garden (e.g., the pagoda,

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sculptures, lanterns, etc.); and e) whether the Regents must spend the proceeds from any sale of

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the residence in accordance with their written promises to Mr. and Mrs. Carter.

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30. Plaintiffs are therefore entitled to and hereby seek a declaratory judgment

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establishing that, pursuant to the Amended Contract between the Carters and the Regents:

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a) the Regents cannot sell the Hannah Carter Japanese Garden; b) any purchaser would in any

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event have to maintain the property as the Hannah Carter Japanese Garden forever; c) the

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Regents are contractually obligated to maintain the property as the Hannah Carter Japanese

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Garden forever; d) the Regents must not remove valuable and distinctive elements from the

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Hannah Carter Japanese Garden (e.g., the pagoda, sculptures, lanterns, etc.); and e) the Regents

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must spend any sale proceeds in accordance with the prioritized list set forth in the Amended

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Contract.

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SECOND CAUSE OF ACTION FOR BREACH OF CONTRACT

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(By All Plaintiffs Against All Defendants) 31. Plaintiffs incorporate the foregoing allegations as if set forth fully here.

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Breach Of Contract 32. The Regents' conduct, in putting the Hannah Carter Japanese Garden up for sale,

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and stripping away valuable and distinctive elements of the garden, constitutes a breach and

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repudiation of the Amended Contract.

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Specific Performance 33. Plaintiffs are entitled to, and hereby seek, preliminary and permanent injunctive

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relief to compel specific performance by the Regents of their contractual obligation to maintain

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the Hannah Carter Japanese Garden, and to spend the sale proceeds from the residence portion

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in accordance with the itemized list in the Amended Contract.

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34. Damages are not an adequate remedy. Money is no substitute for the unique,

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beautiful, historical and cultural garden that the Regents promised to retain in perpetuity.

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35. The Amended Contract was reasonable and supported by consideration. The

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Regents received valuable land, worth millions of dollars at today's prices, in exchange for a

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promise to maintain a garden and to fund a prioritized list of items, either by selling the

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residence portion or by using other funds.

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36. The Amended Contract's terms, moreover, are sufficiently definite for the Court to

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know what to enforce. Plaintiffs seek merely to maintain the status quo that has lasted for .

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decades, and to compel the Regents to apply funds in accordance with the itemized list in the

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Amended Contract.

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37. The performance requested, moreover, is not just substantially similar to that promised in the contract, but is virtually identical thereto.

38. Plaintiffs accordingly seek preliminary and permanent injunctive relief to compel

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specific performance by the Regents of their contractual obligations, including but not limited to

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orders and a judgment: a) precluding the Regents from transferring ownership and/or

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possession of the Hannah Carter Japanese Garden to any third party; b) requiring the Regents to 9

Complaint

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keep their written promise to maintain the garden; c) requiring the Regents to return or replace

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the elements they have removed from the garden (e.g., the pagoda, statues, etc.); d) requiring the

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Regents to ensure that any successor-in-interest keeps the promises the Regents made in writing

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to the Mr. and Mrs. Carter; and e) requiring the Regents to spend the proceeds from the sale of

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the residence portion in accordance with the prioritized list in the Amended Contract.

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Alternative Relief 39. In the alternative, if the Court for some reason deems specific performance

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inappropriate or impracticable, plaintiffs seek any and all appropriate preliminary and

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permanent injunctive, equitable or other relief sufficient to recover or replace the Hannah Carter

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Japanese Garden, including but not limited to an injunction requiring the Regents to:

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a) repurchase the property from anyone to whom they sell it and, if necessary, to use the

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Regents' statutory power of eminent domain to do so; b) restore the garden; c) alternatively,

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purchase or obtain, through eminent domain, another parcel of property in Bel Air that is

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reasonably comparable in size and location to the Hannah Carter Japanese Garden, and recreate

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the garden on that parcel, to the greatest extent possible; d) replace the elements that the

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Regents removed from the garden; and e) maintain the garden in perpetuity.

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THIRD CAUSE OF ACTION FOR BREACH OF THE IMPLIED COVENANT OF

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GOOD FAITH AND FAIR DEALING

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(By All Plaintiffs Against All Defendants)

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40. Plaintiffs incorporate the foregoing allegations as if set forth fully here.

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41. The Regents' conduct constitutes a breach of the implied covenant of good faith and

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fair dealing. The Regents, having fully obtained all of the benefits of the parties' contract, seek

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to avoid all of the burdens, including not just the express provisions therein, but also the

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obligations implied by law. Plaintiffs are therefore entitled to and hereby seek the relief

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described above.

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WHEREFORE, plaintiffs pray for preliminary and permanent injunctive relief and for judgment against the defendants as follows: 1. For a declaration confirming the parties' respective rights and duties under the 10

Complaint

contracts in issue, including in particular a declaration that the Regents and their successors-in2

interest must maintain the Hannah Carter Japanese Garden in perpetuity;

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2. For preliminary and permanent injunctive relief to compel specific performance,

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including, in particular, a judgment requiring the Regents and their successors-in-interest to

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maintain the Hannah Carter Japanese Garden in perpetuity, and to restore or replace the statues

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and other items they have removed therefrom;

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3. For any and all other appropriate relief to restore or replace the garden and the items

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the Regents have removed therefrom, including but not limited to preliminary and permanent

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injunctions forbidding the Regents and their successors-in-interest from: a) conveying title the

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Hannah Carter Japanese Garden; b) leasing the Hannah Carter Japanese Garden; c) allowing the

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destruction, whether partial or complete, of the Hannah Carter Japanese Garden; d) allowing the

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removal of structures, statutes and other elements from the Hannah Carter Japanese Garden; and

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d) failing to maintain the Hannah Carter Japanese Garden properly.

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4. For any and all other appropriate alternative relief to recreate the garden, including

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but not limited to preliminary and permanent injunctions requiring the Regents: to obtain,

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whether through purchase or the exercise of eminent domain, comparable property in Bel Air;

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to convert that property into a garden like the Hannah Carter Japanese Garden; and to maintain

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it as such forever, just as the Regents promised Mr. and Mrs. Carter they would.

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5. For costs; and

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6. For nominal damages and any and all other relief to which the plaintiffs are entitled.

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Dated: May 4, 2012

~:Officesff'~~路 Walter W. Moore Attorneys for Plaintiffs James E. Caldwell, Jr. and Hannah C. Sowerwine, individually and

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as Trustees of the Hannah Locke Carter Trust, and Anne Caldwell and Jonathan A.

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Caldwell, individually

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Exhibit A

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AGREEMENT

'l:ba Regents of cha Univa:sicy of Califomi&, a. co-rporation of the State of CalUornia. ("University of Califo-rnia" herein) desire to obtaill and

even~ly

~

g&Nen

po-;:-tic~.

the rasideaca portion. of a parcel of

Prc?P•rty now owned and occupied by Mr. and Mrs • Gordon 11 Guibarson ( 11 CUibarson herein) • located in Bel Air. c0111110nly . .

known as 62.6 Siana .Way, West Los ADgeles. California:

aa.t"den portion attached

iS

heret~.

Said 11J.11

more particularly described in Exhibit

while said residence portion is more

particularly ducribed ~ Exhibit

11 11

B attached hereto.

E:iw&rd W. Cartere ("career" herein). desires to facilit&ta sueh acquisition by acquiring the residence portion of s.:ch property and lac:er making a gifc of such portion co Universit:y of California subject: t:o carca.i.n reservations and conditions as provid•d

f~~ ha~~in.

Prior hereto, or contemporaneously herewith, University of California ·will ent:er into 'an escrow on its

own behalf and for its awn account for the purchase of the garden portion of such property direcc:ly from Guiberson, and .Cartar wUl enter i.n"to an escrow on hiJ! own -beh&lf ·and for his o-..m account for the purchase of the residence p_o rtion of the property directly .ft'OIIl Guiberson.

In c:ons::Lderac:::Lon of the muc:u&l agreements contailled. herein. tha parties lwreto do har•lly agree as follows: l.

Either durl.tig his lifetime or ac his death

by appropriate prov::Lsi~s in his Will, career agrees to

give the rasidanca poreion to

~niversity

of California,

l.

··--.. .. ... - . ·- ·---------'----Exhibit A - Page 1

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------------------- ------:

without consideration, subject only to the following: (a)

The retention by Carter of a

life · estate in the residence portion, if che gifi: be coaaplet:e<l while he :La still

livirlgi (b)

The right of Carter's surviving

spouse to use and occupy the residence portion for the entire period of cha probata proceedings for Carter's estate, if che gift is completed by

Will up?n his daath,_but not to exceed,

however, the period of

~o

years after the date

of his death.

2.

3oth Career and the Universicy of California

agree tha: the restrictions imposed on the entire parcel

of property formed by the garden portion and the residence portion set forth in the Restrictions in South-.-~e.st Trust

&

Deed frout Pacific

and Savings Bank recorded in · Book 4567 at

Pages 126-131 of Official Records of Los Angeles Co~ty,

California, shall" continue to be applicable notwithscandi.ng the .f act r:hae such parcel ia being separated into different ownerships.

3.

University of California agrees to accept the

resid~ce portion from carter subject to tha conditions,

coveaants, restrictions, rights and rights of way presently of record. and in addition thereto University of California covenants and &grees t:hat as long as the a.strictious imposed on Trace No. 7656, of which the above described parcel for.ms a part, as sec forth in t:ha Deed fl:'OUl Pacific Southwest: Trust

and Savings Bank

record~d

in Book 4567 at Pages 126-lll of

Official Records of Los Angeles County, Califomia,

2.

------ ··· - - Exhibit A - Page 2

&S

the

-.

·- ----

·.

:

same may be exi:andad in accordance with their ter.u • remain in force and effect and binding upon the use of said parcel, . the ·University of California agrees that said parcel will be used by it from and after the time the rights of Carter and bis surviving spouse to use and occupy such residence portion tecninate. solely for the private residence of a CMe.f Administrative Officer of the University of California (such a.a. the President or the Chancellor of the University of California, or whatever other title is then given to the persons serving in such capacities), or as the private residance.of distinguished guests of the University oi California for the duration of their visits provided enac they are nonpayins guests and provided tt is used eSSe:ltially by a single family at any one time, and fo-r no othe-: ?urposes; and i f any or all of the above described restric:tio:u are still in force and effect and still binding U?Qn the use of said parcel and i f tba University of California no longer.usas or desi-res to use such residential po-rtion for the above described purposes, it agrees to sell the residence portion, together with the garden portion, for its own benefit . and aecoune t:t? such purchase-r as it shall select who will use the residence portion solely as a private residence in accordance with the above described

4.

Rest~:ictions.

It is the wi.sh of Cartar: that his surviving

spouse be permitted to rant the residence portion from.

Univers~ty

of California from and after the period reserved

to her as specified ~ paragraph l (b) above for a reasona!Jle pe1:iod of time should she so desirei provided however. that his surviving spouse shall be required to pay rent

3.

-..;,..;;.~-....;.

Exhibit A - Page 3

.- -

·· - -· _....;.. ·...;·;· _.___.:..

.....

~nua~ly in

an amount equal to tb.e fa.iz: rental valua of

tb.e residenc!l pOrtion as may be agreed upon between b.er and tb.e University C!f Califo-rnia..

However, Carter does not

intend to impose any requirement: on University of California t:b&t it rent tb.e residence portion to b.is surviving spouse nor sb.all t:ba agreement of University of California co rent tb.a residence portion to b.ar be a condition t:o t:b.e uld.ng of cb.e gift by Carter of sucb. residence portion.

. DAt!:D:

"fJt4 '

day of

Edward W. Carter

4.

Exhibit A - Page 4

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-------------------------

,

.

Lot: J. Block 4, Tract No. 7656. in the Ctty of Los Angeles. Couaty of Los Angelas, State of California, as per up recorded in Book 119. pages 70 to 76, incluaive of Maps, in the office of . the County Recorder of said

~ounty.

EXCEPTING 'IHEI.lEFROM that portion thereof described as follows: Bqinnin& at . the Northwesterly comer

o~

said Lot 3;

thence along the Northerly boundary of said Lot, North 33

1

10

sa•

11

East 28.26 feet to· a point; thence leaving said . boundary. South. 42• 41 1 00 11 East 125.49 feet; thence South

.

60'" 40' 3011 East 35.30 feet; thence Soutb. 35• 16 1 10 11 East 43.35 feet:; thence S0t1-th 25• ZS' 10 11 East 18.93 feet; thance South 4• 46' 40" East 27.25 feet; thence South 17° 57 1 40 11

Wast 82.05 ieet to a point in the Southerly boundary of said-

Lot distant thereon North 87• 35' 50 11 East.l40.i0 feet from the most Southerly cornez:o thereof; thence along said boundary Scut:h 87• 35' .30 11 Wast 140.70 f-t; thence North 26'" 04 1 20"

West 132.62 ieee to the most Westerly co~ of said Lot 3, said corner baing in a curve concave Westerly and having a radiua of 105.00 feet; thence Northerly along sai~ curve and· ·· . the Easterly stele line of Siena Way an arc distance of 163.60 feat to the point of beginning.

Containing

8Q

area

of :1.0.9

acres.

.. ·.

........

·..

·. '.

EXHIBIT "A" : c : =.__ ..

Exhibit A - Page 5

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.... ' --,-..- - - - - -·- - -

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. . .·

'that portion of Lot l, Block 4 1 Tract No. 7656, in the City of Los Aageles, County of t.oa

~ales,

State of

California, as per map recorded in Book 119 1 pages 70 co 76 1 incl~ive

of Maps, in d1a office of tl-..a County llacordar of

said Cowty, descrlbad as follows:

.

Beginning at the Nortbvescerly corner of said Lot 3; thence alons the Northerly

sa•

33' 10

11

boundarY

of said LOt, North

East 28~26 feet to a point; thence l~aving said

boundary, South 42° 41' OO" East 125.49 feat; thence South

6o• 40' JO" East 35.30 feet; thence South 35• 16' 10" EaSt 43.35 feet; thance South 2s• 28 1 10" East 18.93 feet; thence South 4• 46' 40 11 East: 27.25 feat; thence South 17• 57' 40 11

Wast 82. OS... faa: to a point: ·in the Southerly Boundary of said Lot distant ther.aon North 87• 35' SO" P!ast 140.70 feet from

the

IDCSt

Southe::ly comer thereof; tbaace along said boundary

South 87• 3S' 50 11 West 140.70 £<:tat; t:hance North 26° 04 1 20 11

West 132.62 feet to tba most Westerly corner of said Lot 3, said comer being in a curve concave Westerly and having a radi~

of 105.00 feet• thence Northerly along said curve

and the Easterly side line of Siena Way an arc distance of 163.·60 feet to the point of bagimdng •. Colltaining ian area

of

o.as

acre.

, ·.

.· '·

·.

EXHIBIT 11B"

Exhibit A - Page 6

/

路-

. . .. .

.

. .... ..

.路

STATE OP CALIFORNIA COONTY OF I.OS AMc:m.!S

ss:

On this Y,(Dt" day of' JantJ&r7, 1965, b~f'ore me, . a Notary PubUc in arid tor the County ot Los A~eles,

State ot Galit'ornia, ~rsof.l&lly appeared EIIHAiiD w. CARTER, to ae to be the person whose name is subscribed to the within 1nat%'U:!I.8nt, and aetmo:.ledged to' me ~hat he executed the same.

~m

IN n'rlt"ES3 WBZRBOi' I have hereunto sat my baneS and &!'ti:Ca路: l !111 ot'fic1al s;;i tha clay' and year 1n. this certit1cate ~1rst above written.

N

1n a.nd t:or said

STATE OF CALDY.lRNIA COtll~l

PUBLIC

Cou:~.t:-.r

& S:!a.te

as:

0? .'t:t.A!oi:ED."

this U;;~ day o~ Ja:1uary, l955, ll<!!'o~ ca, ?'..z:blic in ana. i'or the County o.: Alameda., State ot Calitornia, personally appeared DONAt.D H. McLAmm.IH, tcn.ltm to m<t to be t.'1e V'ice-cha!.rman, and I.fARJORIE J, WOOIK:\N 1 kno~m to me to be the Secreta%7,. ot th~ corporati.on that axeeuted the w1.th.1n instrument, and aclcnowledged to ma that such corporation e~c:uted the same, pursuant to its By-Laws or a resolution ot 1ts Board o: Regents. a

N~tary

C"Jn

IN \iiTNSSS WBERmF, I have hereunto set rq hand and a.t'f1Xed my ott'1c:1al seal the day and. yaar in thu certit1~te tirst above written.

4 ..

1

e芦

r4

e.

J ' ,...

t

I

I

,L

Frances C. Green;foad

NO'l'Affi" Pf.IE!LIC in and ror said Coun~; & State ~

Exhibit A - Page 7

c:OIIII\1ss1on expires:

.r-.

4, 1966

Exhibit B

~

. ..

AUENDHENT 'l'O AGP.EEt<\Et-IT

'L'KIS A!·tEtrormrr

or

REGEl~'l'S

THE

THE

TO

AGREEHEtrr is made by and. between

tl~IVERSITY

OF CALIFORNIA, a

("University• herein) and EDWARD

w.

corpor<~.tion

CARXER ("Carter" herein).

RECITALS 1.

By Agreement dated December 18, 1964, University

and Carter agreed that Carter would give to the University, during his lifetime or at his death by Will, his residence at 626 Siena Way, Los Angeles, California, subject, depending upon the circumstances of transfer, to retention of a life estate anc the right of Carter's surviving spouse to use and occupy th~

res£danca for a limited period following Carter's death.

The

Aq~aement

~~~~

also recognized acquisition by the University

its former owner of the adjacent garden which was

originally part of a single parcel consisting of the residence por~ion

and the garden portion.

2.

By

Grant Deed dated February 8, 1971, Carter

conveyed title to the residence to the University, subject to r~servation

3.

of a life estate.

The Agreement further provides that the

University shall use the residence for the private residence of a chief administrative officer of the University. or as the ~

residence of distinguished quests visiting the University. ~f w

-.

c:n !:;

-..

Exhibit B - Page 1

~

~

.....

.Af r-:

r-. ~

~

;...

,'} :-·

··-

f""':',. •...:::...

the University does not make such use of the residence, the Agreement provides for sale of the house anc the garcen portion.

4.

The University has determined that it does not

wish to utilize the house as a residence for the Chancellor at UCLA or for distinguished visiting quests.

Further, it has

determined that it wishes to retain, rather than sell, the garden portion.

Accordingly, the University and Carter have

decided upon appropriate uses of the proceeds of sale of the residence and deletion of the requirement that the University sell the garden portion.

The University will agree to retain

the garden portion in perpetuity and its Board of Regents has acted to name the garden the Rannah Carter Japanese Garden.

COVC:NAtrTS

1.

The right of Carter's surviving spouse to use

and occupy the residence shall apply to the entire period of tho

pro~at~

proceedings for Carter's estate but not to exceed,

however, the period of two years after the date of his death.

It is the

t>~ish

of Carter that his surviving spouse be permitted

to rent the residence from the University from and after the period reserved to her as specified above for a reasonable period of time should she so desire; provided, however, that his surviving spouse shall be required to pay rent annually in

-

Exhibit B - Page 2

2 -

equal to the fair rantal value of the residence as

~n amc~~t

may be agreed upon between her and the University.

2.

ori~inal

The restrictions imposed on the entire

parcel of property formed by the residence and garden portions set forth in the Restrictions in a Deed from Trus~

~acific

Southwest

and Savings Bank recorded in .Book 4567 at paqes 126-131

of o:ficial Records of

~os

Angeles County, California, shall

c~ntinue

to be applicable notwithstanding the fact that the

o~i~inal

parcel has been separated into different ownerships

and the fact that the residence portion will ultimately be sold

u:·

th~ Ur.iversit~··

IJ;;

Carter's surviving spouse in accordance with the provisions .......;.,.;, , . ,\mendrnont to Agreement, sell the residence portion fo:

The University shall, following occupancy

....

;. :.:;

0\·!1':

bc:le!it and account to such purchaser as it shall will use the residence portion solely as a privata

••.·' ;·=': ~t:h" ::- ·:: ::i.cl~n-:c.

--l I

7!::.:

in accordance with the above-described Restrictions.

;.:::-den portion shall be retained by the University in

:-·~=? '"

:::.'. :::;

.::ncl uear the: 3.

ir:•:c:~!!~l b~·

na~e

•:-tannah· Carter Japanese Garden."

The proceeds of sale of the residence shall be the University and emcloyed by the University in

tho !ollo\"ling orc!er of priority: a.

To establish an endowment of S500,000, the

iacor.tc to be used i.n imp~ovc~ent

per~;~etuity

of the Hannah carter Japanese Garden.

- 3 -

Exhibit 8 - Page 3

for the maintenance and

b. s~ch

To establish an endowment of $250,000, or

higher minimum as The Regents or the Los Angeles

campus of the University may have mandated for all chai=s at the time the endowment is funded, with tha income to support in

perpet~ity

the Edward

w.

Carter Chair in

Netherlandish Art in the Collage of Fine Arts, Los Angeles Campus. c.

To provide an endowment of Sl,OOO,OOO to

sup9ort in perpetuity the Hannah and Edward Carter Canter for Seventeenth Century Dutch Art in the College of Fine Arts, tos Angeles campus.

The income therefrom shall be

used to support visiting professors, fellowships, research, travel, publications, library enrichment, seminars and lectures, among other uses in the field of seventeenth century Dutch art, not only to promote cultural values, but to focus attention on connoisseurship and esthetic values derived from works of art in the original both in the United States and abroad. activities of this Center shall include close

The cooperatio~

with the Los Angeles County Museum of Art, whose own collection, substantially augmented by Carter's and his spouse's comprehensive collection of seventeenth century Dutch paintings which they路 hope to donate to the Museum, should form one of the most distinguished and representative cross-sections of seventeenth century Dutch

- 4 -

Exhibit B - Page 4

~aintings

in the world,

th~reby

creating a unique

opportunity for the Center at the Los Angeles campus and the County Museum to be brought together in some kind of working whole. d.路

To establish an endowment of $250,000,

such higher minimum as The

Rega~ts

o~

or the Los Angeles

campus may have mandated tor all chairs at the time the endowment is funded, with the income to su9port in t>erpetuity the Edward t路7. Carter Chair in Business Administration, preferably in the field of retail distribution, in the Graduate School of Management, Los Angeles campus. a.

To establish an andowment of $100,000, the

income to be used to perpetuate the Carter Awards Program already in place at the Graduate School of Management, Los A..'lgeles campus. f.

To establish an endowment of SlOO,OOO, tha

income to be made available for designation .annually by the Director of the Jules Stein Eye Institute in the School of l-tedicine. r.os .!Ulqales campus. q.

To establish an endowment of $500,000, or

such higher minimum as The Regents or the Los Angeles campus may have mandatad for all chairs in the School of Medicine at the time the endowment is funded, with the income to support in perpetuity the Edward W. Carter Chair

- 5 -

Exhibit B - Page 5

in Internal !tedicine in the School cf Kedic:ine, Los Angeles

Ca!DpUS.

To establish with any remaining balance the

h.

Edward

w.

Carter Chancellor' s Fund for the Los Angeles

campus, the income to · be used for University purposes at the sole discretion of the Chancellor, but with the expectation that consideration be given to supplementing budgets for the proposals set forth in subparagraphs !.a. through g. , above, to the extent that any might prove to be

underfunded.

4.

~his

Amendment to Agreement supersedeg the

Agreement of December 18, 1964.

Dated:

June

I

r

• 1982 .

¥iZ

c&1~&

· ?~ OF

A:i~C\:IA .,! CCrJr.:~!'.. 0,_- fM! !!C!NTS 0' THE UNI\'WIT't 01 CAIJI'OINIA

:'

- 6 -

Exhibit B- Page 6

Exhibit C

.

~.

SECOND AMENDMENT TO AGREEMENT

This Second Amendment to Agreement is made between and among the Regents ot the University of Calitornia, a California Public Non· profit Corporation ( •university• herein),

D~nn B.

Miller, Esq.,

executor of the estate of Edward W. carter, and Hannah Locke carter ("Hannah Carter" herein) ,

surviving spouse of Edward w. Carter

("Carter• herein).

RECITALS:

A.

By Agreement dated December l8, l964 (•the Agl;'Etement• herein), University and Carter agreed that Carter would give to University. during his life or at his death by will,

his residence at 626 Siena Way,

Los Angeles,

California ("the Residence" herein); subject:, depending upon the circumstances of transfer, to retention of a life estate by Carter, and also subject to the right of Hannah Carter to use and occupy the Residence for the entire period of the probate proceedings for Carter:_s estate, but not to exceed the period of two years after the date of his death (•the Applicable Period" herein).

The

Agreement

also

recognized

acquisition

by

the

University from its former owner of the adjacent garden, which was originally part of a single parcel consisting l

Exhibit C - Page 1

of the Residence portion and the garden portion.

B.

The Agreement further provided that the University would use

the Residence,

following

the expiration of

the

Applicable Period, !or the private residence of a chief administrative officer of residence

of

the

distinguished

Un~versity,

guests

or as the

visiting

the

University.

C.

By Grant Deed, dated February

a, 1971, carter conveyed

title to the Residence to the University,

subject to

reservation of a life estate.

D.

By amendment dated June 17, -. '. 1982 - - ("First .. . Amendment"), .- ...... which expressly superseded the entire Agreement,

.

--------- --=-----..'-----·· .

University and Carter agreed that, following occupancy by Hannah Carter for the Applicable Period (and, if she so desired, for a reasonable period thereafter), University would sell the Residence for its own benefit, and that the proceeds of sale of the Residence would be invested by the University and employed by the University in the •. order of priority specified in paragraphs J .a through J .h of the First AJuendment. The University further agreed to retain the garden portion in perpetuity, and its Board of Regents subsequently acted to name the garden the Hannah Carter Japanese Garden.

2

Exhibit C- Page 2i!:-----

..

B.

The University has now determined that it wishes to have the option, in its sole discretion, to either sell the Residence, or to retain ownership thereof as a residence for the Chancellor at UCLA, or for distinguished visiting guests.

In any event, the University intends t.o provide

funding for the endowments ident;.fied ia paragraphs J.a through J.h of the

~irst

Amendment

(â&#x20AC;˘the Bndowmentsâ&#x20AC;˘

herein, incorporated in full by this raCerence), in the manner (and subject to the

F.

co~ditions)

described below.

Edward W. Carter passed away on April 25. 199Ei.

COVBNANTS:

1.

The foregoing Recitals are incorporated in ful.l by this reference.

2.

Hannah carter shall have the right to use and occupy the Residence for the Applicable Period, wbich sball expire Applicable . ~riod,

the

University shall have the additional. obligations

s~t

on April 30, 1998.

During the

forth in Exhibit A to this Second Amendment, attached and incorporated herein by this reference.

Effective May 1,

1998, Hannah Carter shall have the right to rent the Residence for an initial three year period, in accordance with the terms of the lease attached as Exhibit 2 to this )

Exhibit C - Page 3

Second

Amendment

and

incorporated

herein

by

this

reference; following expiration of this initial three year period, or any extension thereof, Kannah Carter shall have the option in her sole discretion to renew the lease on the same terms as are set forth in Bxhibit 2.

The initial lease term or any

~tension

thereof will

terminate ninety days following the earlier of Hannah Carter's (i) death, or (i) delivery of written notice informing the University of her decision to vacate the Residence ( 11 Tel:1Ilination Daten) .

The period of time from

May 1, 1998 until the Termination Date shall be referred to below as the â&#x20AC;˘Additional Period.â&#x20AC;˘

3.

The University may, in its sole discretion, following expiration of the Additional Period, elect to sell the Residence

for its

own benefit

and account,to

such

purchaser as it shall select. Any such purchaser will be required to use the Residence portion solely for a private residence, in accordance with the restrictions on ownership and use imposed on the entire original parcel of property formed by the Residence and garden

portion~,

set:. forth in the Restrictions in a Deed from Pacific Southwest Trust and Savings Bank recorded in Book 4567 at pages 126-131 of Official Records of Los Angeles County, California.

4

Exhibit C - Page 4

In the alternative, discretion,

the University may,

following

expiration of

in its sole

the

Additional

Period, elect to retain ownership of the Residence, and utilize same as a residence for the Chancellor at UCLA or for distinguished visiting guests.

4.

Depending upon whether the University elects to retain ownership of or sell the Residence, the Endowments will be funded as follows :

A.

In the event that the University elects to sell the Residence, invested

the by

proceeds of

the

the

University

and

University to fund the Bndowmants.

sale shall be used

by

the

The Endowments

shall be funded in the order of priority set forth in

paragraphs

J.a

through

3.h

of

the

First

Amendment. To the extent that proceeds from any such sale of the Residence are not adequate to fund some or all of the Endowments, the 路universit:y shall have no obligation to provide additional funds.

B.

In the

ev~nt

that the University elects to retain

ownership of the Residence, the University shall ~

identify funding in an ..amqunt

~al

to the fai.z::. ,

market value of the Residence as of the month and year in which the Additional Period expires; said 5

Exhibit C - Page 5

value shall be established by an appraisal prepared by an appraiser jointly selected by the University and

carter.

Rannah

The

amount

of

funding

established by this appraisal shall be provided by the University in the order of priority set

~orth

in

Pirst

paragraphs

Amendment. shall

J.a

through

3.h

of

the

Paragraph 3 .b of the First Amendment

be modified

to

read:

•To

establish an

endowment of $250,000, or such higher minimum as The Regents or the Los Angeles campus of the University may have mandated for all chairs at the time the endowment is funded, with. the income to support in perpetuity the Edward W. carter Chair in European Art, with a preference for Netherlandish Art, Los Angeles Campus.•

The first sentence of

Paragraph 3.c shall be modified to read:

"To

provide an endowment of $1,000,000 t:o support: in perpetuity t:he Hannah and Edward Carter Center in 17m

Century

Buropean

Netherlandish Art,

Art,

Los

with

Angeles

a

focus

Campus. "

on The

University shall have the right to provide said funds in

s~ch

---.-- --

__ ..

. . -·---- ..

.. - .....- . ...

tJn[versity may

........

-..

increments and at such times as the deem

·-· .

appropriate,

.... . ...

...

in

its

sole

discretion; provided, however, the full amount of said funding

·• ·

(in the amount est:ablished by t.he

appraisal of the Residence) shall be made available 6

Exhibit C - Page 6

-----

in

the

form

oe

funded

Bndowment.s.- . ~ith~!l

a

reasonable period of time following the expiration

-------·

of the Additional Period.

. -··-

'

·- - ·- · ·

To the extent that the

funds provided by the University,

in an amount

equal to the amount established by the appraisal of the Residence, are not adequate to fund soma or all of the Bndowments,

the University shall have no

obligation to provide additional funds.

7

Exhibit C - Page 7

5.

This

Second

Amendment

supersedes

Amendment in its entirety.

Dated

=--""Ap!.+Ut-~.J.Lj __

...~~J"'"'D....__, 19 9.8' 9

The Regents of the University of California

v:hairman

{)t4ciiÂŁ();J;rJ!p Secretary

Elannah L. Carter

oot\n B. Miller

B

Exhibit C - Page 8

t.he

Pirst

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MYERS LLP lO f'IMIIU1t1' tqU44I

400 SOUTH HOP£ STREET

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582,665-209 140,100-002 w .. rto'PCl,Vl

Ch an ellor Ch&rl&a E. UCLA 2147 Murphy Hall

Box ~oe

Yo~q

51405 ngeles , CA 90095-1405 Re:

Sdwa;d H.

carte~.

D9Q¢AOQd

Dear Chancalio~ Young: This letter constitutes the aqraament amon~ OCLA, Donn B. Miller, ao K acutor of the Will of Edward w. carter, Oaceased, and Rann4h Locka Cart widow o~ Mr. Carter.

Mr. Carter and·UCLA entered into that certain

A~raement

dnted

er 18, 1964, undar which Mr. carter trans~erred hia residence at 626 Way in Loa Anqelea, to UC~A, reearving a ti~o eatato for himeelr and c ert in riqhta for Mrs. Cartee.

Dace SiGn

In the Aqreemant, Mra. carter waa given the right to reaide in the Way raaidence for "the entire paricd of the probate proceodlnqa" for Mr. •a estate but not to exceed •tho period of two yeara after the date a( ath. " The foregoing period La hereinAfter referred to as the c:•ble Period,•

The Aqreement contemplated th•t after the and ot the Applicable Pario , Hra. Carter ehould be able to rent the reaidencg for the •fair rant4l value of thu residence aa may be aqrea4 upon between nor and the Univareity.• The partiae to this latter aqreemant have agroad that the costa of 1n9 the Siena way residence are to be borne by UCtA ducinq the Period.

Tha parttee to this latter aqrc~ant aqrae that the following shall ba paid by Me. Hiller aa Executor and that UCLA will rei~uraa Llar on a monthly baaia upon aubmiaaion to UCLA of copies of p&id for thoae axpenaea during the AppLicable Period: Property T~xea •. Property taxes ~or fiscal year 1996-1997 and ant yeara durinq the ~pplicable.Period. (Taxaa for 1995-1996 ware .72 and were paid prior to Mr. carter's death).

Exhibit C - P ge 9

-

Ch~ncaLlor

P4qe 2 •

Chartae

~.

Younq • November 20, 1996

Hd.ncenanc:a.

Co~br ' a l

Munoz.

GArdeners.

There are ewo gardeners, Moiaea

Gutierre~

and

Mr. Gutierrez ~arks a base of l l/2 daya & week at: S12 par hour or S193 per week. He also paints &nd plwmba. He is p&id weekly and re uraed ~or any auppliea he has purchased. For che first •ix month• of 1996 , che coat of suppLies has averaqed 575 per monch.

Mr. Munoz works en Wednesdays ~r~ 10100 •·~· to J100 p.m. paid Sl2 per hour and bLlta approxL•atsty $3,000 annually. plus supplies tly about 5150).

Tree Trimming. Each year the trees ara tr~ed at a coat of imacely $2,000, including the coat of laborers, trash removal, and i es. This ~ork Lo ovcraeen by G~briel ~quliera, who worked in the Hannah This work usually takas three ~ar Japaneaa Cardona until laat year. hou r da.y1.

Pool Serytce. Jorge Juarez ia eha pool man. H& vts1ta week and chargaa $80 par mon~n, plua auppllca. He alao doaa minor when needed.

S;gurLty Syqtom. Weetcc Security provides aecurity for tha the art collection. The annual coat i~ S744 for the reaidenca. not be raeponaibla for the $366 charqe·for aacurlty for tho art tion. There are also periodic charges !or repairs (approximately ~100 ar) an~ a police permit charge of SJO annually. an~

per

wae~r

a.nd

Utllttiaa. The monthLy gas blll averages S250 per mon:h, and aLactricit:y bill avaragaa $700 par month.

Mr. Miller soon will submit coplee of paid invoice• for the period r . Carter's death through August 31, 1996, and UCLA wiLL reimburea Mr. Hi.ll a for the am,ount covered by tho~ra Lnvolces. from

Tha partiaa axpra~aly aqraa that, except: with r19ard to the aet forch above, UCLA shall ba qivan prier notice ot any propo;a~ itura and UCLA shalL ba reaponeLble for only such other coata of in1nq tna residence as are approved in.writing by UCLA. ~xcopt that rea so ab le oxpendLturea for emergency maintan~nce and repair may be mado by Hrs . arta r or Mr. Miller without such prior written approval, and UCLA will raLmb reo Mrs. Carter or Mr. Miller, whichevar ia ap~lic~bla, lor such e3

eX" pan l.tUt'BII,

The partiaa agraa that UCLA will provide property insurance cover nq tho promisee (but not Hra. carter•a personal property), an~ qonoral l iabi ity insurance coverinq injurieo or loaaea incurred on tba pramiaaa (but only o the extent euch Lnjuriea or loeaee arise out of UCLA'• naqliQencs). !n ad, ltion, UCLA shall require, in Lta contr~cta wLch &ny UCLA retained contr ctor! and vendora providing aarvicaa on the premieee, tkat each such contr· ctor 1 ·

a.

b.

previae general liability and automobile in•uranco coveraqe in form and amounta reasonably accepta.bliJ to UCLA, and naming UCLA and Mrs. Carter as addieional Lnauradsr provide workers' ccmpenaation coverage meeting alL Legal requiramantat and,

Exhibit C -

~age 10 I

I

St :拢t 96, tC:

Chancellor

Page 3

c.

Ch~lea E. ro~nq

-

Nov~ec 20, 1996

.,;pre811ll' a.gz:ee to i.nd.Qalnlfy, dafand. and ho1cl Hrsa. cut~r and UCLA harmlaaa from and aq&iaat any coata 1 claima or liability arlainq out of work porfo~ or aervlcaa provided J:)y ita INJ:Icontra.c:tora or vendo:ca, ngarcll.aae of tier.

t'hb letter ac;rre-nt may be signed ln coUD.t:erparta 1 with all

arta takan toqetber conatitutinq the agreement at tha partiea.

count

<gery truly yours,

David o. Wa.tts oE O'M!LVENr & MYERS t.LP

Do nn B. H

~

I

l

l

'

e r- , r:xec:ut.or

DDW:eh cc: G a ria

~- Stypinski, Chief of Staff Hannah r.. carter Miller, Zsq. M rk Klein, CPA G on Ficrunan, &aq.

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Exhibit C-

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st =~ ~ ..~~ ..mtt = -- - -

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3 - Chancellor

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Charl~a

E. Younq - November 20, 1996

expr•••Ly aqrQe to indemnity, dafand and hold Hra. carter and UQLA ha~l••• !rom and aqainat ~y coata, ~laLma or Liablllty ariainq out of work performed or aarvice~ proYided by ita subcontractor• or vendora, ~qardlaaa of tier.

Thia Letter aqraomont may bo a1qned La count•rparta, with all t~on toqathar conatitutlnq the aqreamenc of the p&rtiea.

Very truly youra,

li David D. Watts of O'HEI.VENY G t«<lUI t.LP

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Gloria X. Styplnaki, C!iaf of Staff Mra. Hann41\ L. Carter Donn B. Millar, Baq. Hark !Clel.n, CPA

Glon 11chm&n, Zaq.

Exhibit C

-1age 12

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Pa.qe

- ChancelLor CharL•a E. !oung . •

Nov~·~

20, 1996

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expressLy agree to indemnify, defend and hold Mrs. Carter and UCLA haraLaaa ~rQm and aqaina~ any coste, clal~• or llablllty arlalnq out of worx perfar.e4 or eerY1cea provided by lta aubcantractore or vendors, req&rdLeee of tlar.

This Letter &grea.ent may be aLqaed in counterpa:ta, with all together conatltutinq tha aqreement of the parties.

erpLr~e t~n

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truly yqura,

David D. W&ttt of o'MELVSNY Q KYI!:llS LI.P UCL.A

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t.ocl'c: Ca.r-.ar

cc: , Glori& ~- Styplneki, chlef o! staff Mra. Rannab L. carter Donn B, Miller, taq.

Karle JUel.n, Cl'A Glen Fichman, Baq.

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Exhibit C - ~age 13

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.........路 THE REGENTS OF THE UNIVERSITY OF CALIFORNIA STANDARD FORM RESIDENTIAL AGREE:MENT . THE REGENTS AS LANDLORD

THIS LEASE is made as of May 1, .1.2.2.8.. by and between路 THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation ("Landlord") and Mrs. Edward W. Carter, an individual, ("Tenant"). Landlord and Tenant hereby agree as follows:

PREMISES

.

Landlord hereby rents to Tenant and Tenant hereby hires from Landlord the Premises commonly known as 626 Siena Way, Bel-Air, CA, 90077 (the "Premises") subject to the terms, conditions and covenants set out herein, which are a material part of the consideration for this Agreement.

TERM 路ehis Agreement shall commence on May 1, 1998, and continue through Apri130, 2001.

OPTION TO EXTEND Tenant shall have the right, in Tenant's sole discretion, to extend this lease.for one or more additional three year term on the same terms and conditions as put forth in this lease by giving written notice to Landlord at least ninety days prior to the termination date of this Lease or any extension thereof.

EARLY TERMINATION This Lease or extension thereof will terminate prior to the end of the initial or any succeeding three year term, (1) if Tenant gives written notice to Landlord at least 90 days prior to the date that such termination shall become effective or (2) within ninety days after Tenant's death,

Rent. Tenant shall pay to Landlord as Monthly Rent for the Premises the sum of seven thousand and ~I 100 dollars ($7,000.00) payable in advance on or before the first day of each momh.

Exhibit C - Page 14

SFRA路LL ((..1041 10/93

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eLate Charge. If any installment of rent due from Tenant is not received by Landlord, or Landlord's agent, within fifteen (15) days after date due, Tenant shall pay to Landlord an additional sum equal to five percent (5%) of the amount due as a late charge which shall be deemed additional rent. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the past due amount, or prevent Landlord from exercising any other rights and remedies under this Agreement, and as provided by law.

SECURITy DEPOSIT No security deposit shall be required.

Tenant shall provide Landlord with one set of keys to Premises for emergency use. At Tenant's expense, Tenant may re-key existing locks and shall deliver duplicate keys to Landlord upon installation.

UTII.ITmS 4J'enant shall be responsible for all utilities and services and for .all homeowner assessment fees assessed against the premises during the term of this Agreement and will timely pay for same.

USE OCCUPANCY AND MAINTENANCE OF THE PREMISES Tenant shall use the Premises for residential purposes only. Only the parties listed as Tenant herein shall occupy the Premises and the Premises shall be used as a residence for Tenant and not more than two other adults Tenant agrees not to allow any excessive noise or activity on the Premises which disturbs the peace and quiet of neighbors. Tenant will keep the Premises in a clean and sanitary condition and clear of debris, rubbish, and unsightly materials and will not commit or allow the commission of waste upon th~ Premises.

DAMAGE TO THE PREMISES

Tenant shall be liable for the cost of repairs of any damage to the Premises caused by Tenant or any person on the Premises with Tenant's consent. Except as provided by law, such repairs shall be made

by Tenant at his/her own expense within thirty (30) days after notice by Landlord or Landlord may, at ttandlord's option, cause such repairs to be made at the Tenant's expense. All repairs under this section Exhibit C - Page 15

2

SFRA-LL (l.-104) 10193

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r" shall be completed in a reasonable amount of time, for a reasonable cost and to the satisfaction of Landlord.

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ALTERATIONS - SIGNS Except as provided by law, Tenant shall not make any alteration or repair to the Premises without prior written consent of Landlord.

ENTRY - INSfECTIONS Landlord may enter the Premises with consent of Tenant for the purposes of making repairs, alterations, or additions. Entry shall be made during regular business hours, which shall be defmed as 9:00 am 7:00 pm, Monday through Friday, and 10:00 am - 5:00 pm, on Saturday. Except in the event of emergency (such as fJie or plumbing leak, etc.) Landlord shall not enter the Premises without consent or prior notice.

SUBLEASING - ASSIGNMENT - LIENS {j)renant shall not sublet the Premises or assign this Agreement without the prior written consent of 路-路 Landlord and only in strict compliance with applicable law. Tenant further agrees not to allow any lien or encumbrance to be placed upon the rented Premises arising out of any transaction to which Tenant is a party without Landlord's prior written consent.

路 HOLD HARMLESS AND WAIVER No insurance is provided by Landlord for Tenant's personal property. Tenant agrees to indenmify, defend and hold Landlord harmless and in no way accountable for any liability for personal injury or property damage caused or permitted by Tenant or any other person on the Premises with Tenant's consent except as may be caused by the negligence of Landlord.

DESTRUCTION OF PREMISES If the Premises become totally or partially destroyed during the term of this Agreement so as to seriously interfere with Tenant's occupancy. either party to this Agreement may tenninare inunediately upon delivery of written notice to the other.

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Exhibit C - Page 16

3

SFRA-LL CL-104) 10193

TERMINATION Upon termination of this Agreement by written notice pursua.nc to California law, Tenant shall without further notice from Landlord vacate the Premises, remove all personal property belonging to Tenant or anyone claiming under Tenant, and leave the Premises in as good and clean condition, normal wear and tear excepted, as it was upon occupancy by Tenant.

LEGAL FEES I

In the event of any legal action by the parties arising out of this Agreement, the losing party shall pay the prevailing party reasonable attorneys' fees and costs in addition to all other relief.

NOTICES

All notices required by this Agreement shall be in writing and delivered to the parties as follows: To Tenant:

Mrs Edward W. Caner 626 Siena Way Bel-Air. CA 90077

To Landlord:

The Regents of the University of California c/o Real Estate Department 10920 Wilshire Blvd, Suite 810 Los Angeles. CA 90024

HOLDING OVER If Tenant remains in possession of the Premises after the expiration of the tennination date of the tenancy herein, and Landlord accepts rent thereafter, then Chis Agreement shall remain in full force and effect except that the term of the tenancy shall become month to month at the monthly rental then in effect.

RE-ENTRY - DEFAULT Upon material breach of this Agreement or default by Ienam, Landlord reserves !:he right of re-entry pursuant to legal proceedings requ ired by the then-prevailing laws of the State of California.

Exhibit C - Page 17

SFRA路 LL (L路 l04l 10193

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WAIVER Any waiver, including acceptance of rent by Landlord, by either party hereto of any breach of this Agreement shall not constitute a waiver of subsequent breaches of this Agreement. The receipt by Landlord of rent with the knowledge of any breach of a provision of this Agreement shall not constitute a waiver of such breach.

TIME OF-TilE ESSENCE Time is of the essence in each term and provision of this Agreement.

No pets, including any animal, bird, fowl or reptile, and no aquariums in excess of ten (10) gallons, are allowed on the Premises without the prior written consent of Landlord.

RIGHTS AND REMEDIES (

The parties to this Agreement shall have all the rights and remedies afforded them by the laws of the State of California or any local government therein. ·

SEVERABILID If any provision of this Agreement, or its application, is held invalid, it will not affect other provisions or applications herein which can be given effect without the invalid provision or application. To this end all provisions of this Agreement are severable.

ADDITIONAL TERMS. CONDITIONS AND COVENANTS The following are additional terms, conditions and covenants to which the parties agree: In addition to the utilities, Tenant shall be responsible for the following expenses in connection with the Premises: regular gardening (except with regard to the Japanese Garden); Routine Maintenance ( as further defined below), upkeep, repairs; and security system.

Landlord shall be responsible for Major Maintenance (as further defined below), upkeep, and repairs; property tax and assessments; and improvements.

~ Exhibit C- Page 18

5

SFRA·LL (L-104) t0/9J

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Routine Maintenance shall refer to any individual event or item for which the cost is less than one thousand doUars ($1,000). Major Maintenance shall refer to an individual evens or item for which the cost is o~ thousand dollars ($1 ,000.00) or more. Major Maintenance shall also include extraordinary gardening such as the annual pruning of trees or the removal of a large tree.

ENTIRE AGREEMENT The foregoing constitutes the entire Agreement between the parties and may be modified only in writing.

WHEREFORE, we the undersigned, do hereby execute and agree to this Agreement.

LANDLORD (Agenc):

EDY

Signature Date:

TENANT:

SENIOR VICE PR IDENTBUSINESS AND FINANCE

6jlr2jfcJ

6 Exhibit C - Page 19

SFRA·LL (L·104) 10/93

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CASE NO. - - -........s~路,c..,....'~1H路l~.6m9'*"4""'6--

NOTICE OF CASE ASSIGNMENT TO INDIVIDUAL CALENDAR COURT TO PLAINTIFFS AND PLAINTIFFS' ATIORNEYS OF RECORD or PLAINTIFFS IN PROPER: IT IS HEREBY ORDERED AND YOU ARE HEREBY NOTIFIED that this action shall

be assigned to a Judge for all purposes, including trial, as follows: Department: Santa Monica Courthouse 1725 Main Street Santa Monica, CA 9040 I

0

_0_____

Judge Richard A. Stone Beverly Hills Courthouse Department WE-X 9355 Burton Way Beverly Hills, CA 90210

IT IS FURTHER ORDERED THAT PLAINTIFF OR COUNSEL FOR PLAINTIFF SHALL GIVE NOTICE OF THIS ALL-PURPOSE CASE ASSIGNMENT by serving a copy

of this Notice on all parties to this action at the time the Summons and Complaint are served, or, if not a served party, then when such party (including any cross-defendant or complainant-inintervention) appears in the action.

CASE MANAGEMENT REVIEW AND CONFERENCE: Upon the filing of the

Complaint, a Case Management Review and Conference will be calendared for hearing in the Court to which the case is assigned. The hearing date will be stamped upon the face of the Complaint.

Plaintiff shall give notice of the Case Management Review and Conference to all named parties in conjunction with service of the Summons and Complaint and include any later appearing party such as a cross-defendant or complainant-in-intervention served within this time period Proof of service must be brought to the hearing if not previously filed. Failure to timely file proof of service of Summons and Complaint within 60 days after filing the Complaint {CRC 3.11 0) may result in an Order to Show Cause re sanctions being issued. (CRC 3.1l0(t).)

If a case is assigned to Department X, located in the Beverly Hills Courthouse, all documents, pleadings, motions, and papers filed subsequent to the original Complaint shall be filed directly in the courtroom stamped upon the Complaint.

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â&#x20AC;˘ TIME STANDARDS: Cases will be subject to processing under the following time standards: COMPLAINTS: , All Complaints shall be served on all named defendants and proof of service filed within 60 days after the filing of the Complaint. The Court may set an OSC re failure to file proof of service of Summons and Complaint if not timely filed. (CRC 3.llO(b).)

CROSS-COMPLAINTS: No Cross-Complaint may be filed by any party after its answer is filed without first ~btaining leave of court. Cross-Complaints shall be served and proof of service filed within 30 days of the filing date, unless a party has appeared in the action. (CRC 3. I IO(c).)

APPLICABLE RULES: Counsel as well as self-represented parties are directed to familiarize themselves with the Local Rules for the County of Los Angeles, particularly Chapter 3 Civil Division Rules, and California Rules of Court relating to civil case management. These Rules apply to all general civil cases and shall have priority over all other Local Rules to the extent the others are inconsistent.

CHALLENGE TO ASSIGNED JUDGE: A challenge under Code of Civil Procedure Section 170.6 must be made within 15 days after notice of assignment ofthe Judge, or if a party has not yet appeared, within 15 days of the first appearance of that party. (Government Code Section 68616, subdivision (i); Local Rul~ 7.5.)

PREPARATION AND PROCEDURES FOR CASE MANAGEMENT REVIEW AND CONFERENCE: Pursuant to CRC 3.724, no later than 30 calendar days before the date set for the Case Management Conference, the parties must meet and confer, in person or by telephone, to consider each of the issues identified in Rule 3.727 and, in addition, to consider the following: (1)

Resolving any discovery disputes and setting~ discovery schedule;

(Z)

Identifying and, if possible, informally resolving any anticipated motions;

{3)

Identifying the facts and issues in the case that are uncontested and may be the subject of stipulation;

(4)

Identifying the facts and issues in the case that are in dispute;

{S)

Determining whether the issues in the case can be narrowed by eliminating any claims or defenses by means of a motion or otherwise;

(6)

Determining whether settlement is possible;

(7)

Identifying the dates on which all parties and their attorneys are available or not available for trial, including the reasons for unavailability; and

(8)

Other relevant matters.

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Pursuant to CRC 3. 725, no later than 15 calendar days before the date set for the Case Management Conference or Review, each party must file a Case Management Statement and serve it on all other parties in the case. In lieu of each party's filing a separate Case Management Statement, any two or more parties may file a joint Statement.

The subjects to be considered at the Case Management Conference shall include the following (CRC Rule 3.727): (l)

Whether there are any related cases;

(2)

Whether all parties named in the Complaint or Cross-Complaint have been served, have appeared, or have been dismissed;

(3)

Whether any additional parties may be added or the pleadings may be amended;

(4)

Whether, if the case is a limited civil case, the economic litigation procedures under Code of Civil Procedure Section 90 et seq. will apply to it or the party intends to bring a motion to exempt the case from these procedures;

(5)

Whether any other matters (e.g., the bankruptcy of a party) may. affect the Court's jurisdiction or processing of the case;

(6)

Whether the parties have stipulated to, or the case should be referred to, judicial arbitration in courts having a judicial arbitration program or to any other fonn of alternative dispute resolution (ADR) process and, if so, the date by which the judicial arbitration or other ADR process must be completed;

(7)

Whether an early settlement conference should be scheduled and, if so, on what date;

(8)

Whether discovery has been completed and, if not, the date by which it will be. 路completed;

(9)

What discovery issues are anticipated;

(10)

Whether the case should be bifurcated or a hearing should be set for a motion to bifurcate under Code of Civil Procedure Section 598;

(11)

Whether there are any Cross-Complaints that are not ready to be set for trial and, if so, whether they should be severed;

(12)

Whether the case is entitled to any statutory preference and, if so, the statute granting the preference;

(13)

Whether a jury trial is demanded and, if so, the identity of each party requesting a jury trial;

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• (14) ·If the trial date has not been previously set, the date by which the case will be ready for trial and the available trial dates; (15)

The estimated length of trial;

(16)

The nature of the injuries;

(17)

The amount of damages, including any special or punitive damages;

(18)

Any additional relief sought;

(19)

Whether there are any insurance coverage issues that may affect the resolution of the case; and

(20)

Any other matters that should be considered by the Court or addressed in its Case Management Order.

SANCTIONS: The Court has authority to impose appropriate sanctions for the failure or refusal to comply with provisions of the California Rules ofCourt and Local Rules governing time standards and case management conference .requirements or deadlines. Such sanctions may be imposed upon counsel, a party, or both, as permitted by rule, statute, or law.

This is not a complete representation of the applicable L~al Rules or California Rules of Court, and adherence only to the above provisions Is therefore not a guarantee against the imposition of sanctions under the Trial Court Delay Reduction Rules. Careful reading and compliance with the Local Rules and California Rules of Court are absolutely imperative.

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JOSEPH S. BID ERMAN, Supervising Judge Los Angeles Superior Court, West District

ADMINILM -7n6/J I

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