MEMORANDUM OF UNDERSTANDING
This Memorandum is made and entered into as of the 22nd day of
March, 1996 by and between ROSE HILLS MEMORIAL PARK ASSOCIATION, a California
Nonprofit Mutual Benefit Corporation (the "Association") and INTERNATIONAL
BUDDHIST PROGRESS SOCIETY, a California Nonprofit Religious Corporation (the
"Temple").
I - RECITAL
Association and Temple have entered into a written Agreement dated March 1,
1994, as amended by and Amendment thereto dated September 1, March 15, 1995, May
1995, and October 15, 1995, pertaining to the development and use of a portion
of the Rose Hills Memorial Park, commonly known as 3888 South Workman Mill Road,
County of Los Angeles, State of California, consisting of Parcel "A" ("Project
Site") and Parcel "B" ("Adjacent Site").
With respect to Parcel "A", the Agreement provides, in part, as follows:
1.1 Association shall deliver control of the Site to Temple,
prior to the commencement of the Work, in the condition as a
"finished lots.
1.2 The "finished lot" shall include without limitation, all required
on-site and off-site improvements, such as paved access roads, water,
sewer (by septic tank), electrical power, telephone, gas, drainage
improvements, landscape, street lights, curbs and gutters, and rough
grading, so as to permit the construction of the Complex by Temple
without further material site improvement.
1.3 Association shall be responsible, at its sole costs and expense, for
the preparation of the engineering and for the construction of all
infra-structures associated with the forty-two (42) foot wide access
road (the "Association access road"), and other improvements described
in Item 1.2 above, from the starting point (near Mariposa Terrace) to
the proposed entry gate of the Buddhist Memorial Complex.
1.4 Temple shall pay (or on demand reimburse Association for) the costs of
the remaining site improvements contemplated by Item 1.2 above,
including the twenty-six (26) foot wide access road from the proposed
entry gate of the Buddhist Memorial Complex to the Project Site and
Adjacent Site (the "Temple access road"), and the other improvements
within the Sites described in Item 1.2 above, up to a maximum amount of
six hundred fifty thousand dollars ($650,000.00).
1.5 In the event that the actual construction costs for the improvements
described in Item 1.4 above exceed the sum of six hundred fifty
thousand dollars ($650,000.00), the excess amount shall be shared
equally by Association and Temple. However, Association's share of the
excess amount shall not
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exceed the sum of five hundred thousand dollars ($500,000.00),
regardless of the total overrun amount.
1.6 No payment shall be required from Temple until such time as
all required permits for the construction of the Complex
have been issued. Thereafter, payment shall be made by
Temple on a progress basis as the work specified in Item 1.4
above is performed. Temple shall advance the entire of the
construction costs, including Association's share of the
costs overruns. Association shall reimburse Temple for
Association's share of the cost overruns on or prior to the
earlier date of (a) Temple's exercise of its option to
purchase the Adjacent Site, or (b) prior to the seventh
(7th) anniversary date of the original Agreement - March 1,
2001.
2 - UNDERSTANDING
2.1 Association has completed the final design of the off-site and
infrastructure improvements and is in the process of obtaining permits
from the Los Angeles County Public Works Department. At the same time,
Association has completed grading of building pad, Stupa Garden area,
and Temple Access Road and is in the process of installing water,
electrical power, telephone, drainage improvements, and curbs and
gutters.
2.2 The estimated cost for the construction of the improvements described
in Item 1.4 above is approximately $980,000.00 (see the attached
detailed cost breakdown). This estimated construction cost will be
updated at the completion of all construction activities.
2.3 Association is currently paying for all construction costs
per conditions described in Item 1.6 above.
2.4 At Association's request, Temple has agreed to advance a $300,000.00
payment on 3/26/96 to Association for the payment of improvements
described in Item 1.4 above. The remaining balance shall be paid for by
Temple upon receiving all required permits for the construction of the
Complex and completion of construction activities for the improvements
described in Item 1.4 above.
2.5 Association shall reimburse Temple the $300,000.00 advance payment in
the event Association was unable to obtain all required permits for the
construction of the Complex.
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IN WITNESS WHEREOF the parties have executed this Memorandum of Understanding as
of 22nd day of March, 1996.
INTERNATIONAL BUDDHIST PROGRESS ROSE HILLS MEMORIAL PARK
SOCIETY, a California nonprofit ASSOCIATION, a California
religious corporation mutual benefit corporation
By: By:
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Name: Name:
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Its: Designated Representative Its: Designated Representative