The New Testament says God told Peter that he would build his church upon him. The paperwork involved has intensified somewhat since then. Ask Bill Lowder he represents churches and non-profits in selling and leasing as a Realtor with NAI Capital Non-Profit, covering an area from San Diego to Santa Barbara. The sale of a church building is not like other commercial transactions. For other Realtors, “if they go into it with blinders on, they’re going to get surprised,” Lowder said. “It takes a lot of time, and a lot of brokers can’t take the time,” he said. “Although we have to follow the same legal guidelines and regulations as any commercial property for office or industrial use, non-profits also have to have IRS approval. They have to have their 501(c)(3) documentation. The government requires many reports and more data necessary for the sale to be able to go through,” he said. “There are so many requirements,” said, citing fire department and building and safety issues. Many places of religion were built before the Americans with Disability Act requirements and also do not meet contemporary parking restrictions. In a typical commercial building of an equivalent size, fire and parking regulations address the number of users who might be in the facility at any one time. Whereas for a church, typically the total number of users in a week could all be there at the same time, which, as Lowder said, impacts neighborhoods. Lowder cited other issues for non-profits in-cluding rehab centers and homes for unwed mothers is they often get funding from grants. Likewise, he said, “It’s time consuming. They should use a professional grant writer, but often they try to engage it by themselves.” The complex nature of applications and documentation mean “they can get bogged down,” said Lowder. That can also push back the timeline for closing. It’s not unusual for escrows to take six months to a year to close, he said, which can be another disincentive for other brokers. They get referrals from other brokers who don’t want to handle the business. “We of course pay a referral fee, so they’re glad to do it,” Lowder said. Lowder’s business run with his wife, Dawn, out of the global firm’s Ontario office can coordinate all the paperwork for any of their transactions through the main office in Encino, sometimes completing transaction on facilities they haven’t seen. Hillcrest Christian School in Granada Hills retained the Lowders as agents to sell some surplus property, said Rick Donnelly, director of development. He said, “My good friend Bill” brought another expert from NAI and a couple of potential buyers “some pretty big players” and “worked with us from both sides” on finding a relocation site. Although letters of intent were offered, not everything aligned properly and the property is not currently for sale. The Lowders are in so specialized a niche that they cover an area of up to 20 million people, whereas a typical Realtor may not focus beyond an entire zip code. The regional coverage permits the non-profit niche to be somewhat isolated from the peaks and valleys of the generalized, local real estate market, he said. “It’s less affected than residential or what may happen with office and retail markets, but it’s still supply and demand,” Lowder said. Recently the business has evolved into working both with developers and with a church, introducing them to each other and getting the developer to spin off 3-5 acres for religious use. 12-Asset Listing The $92.5 million Whitewater Auto Care Center listing is being handled by Marcus & Millichap Real Estate Investment Services in Encino. The 12-asset portfolio, including nine properties in Bakersfield, two in Ventura and one in San Fernando, is represented by Lior Regenstreif, senior vice president in the firm’s Encino office and Glen Kunofsky, senior associate in Manhattan. Each Whitewater Auto Care Center offers a combination of services: a full-service car wash facility, convenience store, gas station, restaurant and quick lube services. The properties can be purchased individually or as a customized portfolio of three or more properties. The portfolio includes an 8,900-square-foot San Fernando Road location in San Fernando, an auto service center that includes a car wash, restaurant, convenience store, gas station and oil change service. The Johnson Drive site in Ventura is a 6,298-square-foot 76 Gas Station/convenience store is right off the 101-Freeway and the 8,104-square-foot Market Street locale in Ventura is branded by Chevron and is adjacent to Target, Mervyn’s and Kohl’s. Actions at Lee & Associates Peet’s Coffee & Tea located at Edgemar, a Frank Gehry-designed office building on Main St. in Santa Monica, has renewed its lease for 10 years in a deal transacted by Trevor Belden, a principal at Lee & Associates-LA North/Ventura, Inc., based in Sherman Oaks, transacted a 10-year renewal lease with in Santa Monica. Total consideration was approximately $1.1 million. Belden represented the landlord, Sequoia Shores LLC, and Peet’s was represented in-house. In another transaction, Belden, Robert Erickson and Scott Romick, principals at Lee & Associates, represented the advertising company Studio City and Bershin Properties in a 10,169-square-foot office lease on Laurel Canyon Blvd. in North Hollywood. Total consideration for the five-year lease is $1.7 million. Romick represented the tenant, Studio City, a firm that creates promotional advertising for TV shows. Belden and Erickson, represented the landlord. Willow Court LLC of Malibu has acquired a 23,400-square-foot retail building in Aurora, Colo. for $4,350,000. Mike Smith, an associate with Lee & Associates, with Lee principal Craig Stevens, represented the buyer. The free-standing building sits on about one acre of land and the tenant is Beauty Supply Warehouse, which ranked No. 58 on Inc. magazine’s list of fastest-growing private retail companies in 2007. The seller was represented by Commercial Niche Realty of Denver. Texas Via Encino Joe’s Crab Shack, a 6,265-square-foot seafood restaurant chain based in Lewisville, Texas, sold for $2,000,000 through the efforts of Benjamin Flinders at Investment Real Estate Associates in Encino representing the buyer, a private Trust and Jaqueline Barrett of Marcus & Millichap in Encino, representing the seller, Sovereign JCS II, LLC. IREA also conducted the sale of a multi-tenant, 7-Eleven-anchored property in Chatsworth for $2,700,000. The 7,586-square-foot building was built in 1984 and is at the northeast corner of Devonshire Street and Topanga Canyon. Chris Thompson, senior vice president at IREA represented the seller, Devonshire Topanga, LLC. Ed Hakopian of Basco Investment Group represented the buyer, a private individual. MPAA Moves into Galleria The Motion Picture Association of America, Inc. is relocating to 15301 Ventura Bvd. at the Sherman Oaks Galleria, announced real estate advisor Studley. Mark Robinson and Craig Jablin, both corporate managing directors at Studley’s West Los Angeles office, represented the MPAA in the 8.5 year-sublease with Warner Bros. Entertainment Inc., whose animation group had formerly occupied the space. MPAA’s Los Angeles office will occupy the 104,634 square feet with the Alliance of Motion Picture and Television Producers, Directors Guild of America Contract Administration, and the Directors Guild Producer Training Plan, on the first and second floors. MPAA had occupied previous space nearby on Ventura Boulevard in Encino for 15 years. And Then There Was Lighting Paskal Lighting, a national lighting and grip company for the entertainment industry, signed a 10-year lease to occupy a 97,467 square foot building on Van Nuys Boulevard in Pacoima. Its 22′ ceiling clearance and 17-dock high-loading positions make it one of the larger and more functional distribution properties in the San Fernando Valley. Bob Scullin, Chad Gahr and David Young of NAI Capital’s Encino office exclusively represented the lessor, Pacoima Partnership Phase II, in the long-term lease of the building to Paskal. The transaction is valued at over $7.8 million. Paskal Lighting was represented by Greg Barsamian of Coldwell Banker Commercial North County.

It’s like Hughes Family Markets, redux, circa 1965. The name HOWS is an acronym of executives from that chain, swallowed up by Ralphs in 1997, who took their experience and relationship and parlayed them into being founding partners for this chain. The “H” is Roger Hughes, former chairman of Hughes Family Markets; “O” is Mark Oerum, former vice president of operations of Hughes Family Markets; “W” is Dave Wolff, former group vice president of Hughes Family Markets; and “S” is Steve Strickler, former vice president and corporate treasurer of Hughes Family Markets. As Oerum described it, “Roger is kind of our mentor and brings a bit of the history. Myself, I’ve always been operations and not a big one for sitting here working on the deals. Dave likes dealing with the sales people — his analytical skills are great. Steve Strickler is our finance guy. Four distinctly different personalities, we distinctly love our little section of what we do. And we get along. So it works.” He went to work at Hughes at the age of15 as a box boy. He was the only executive who moved over to Ralphs. He said “It’s a lot different than the Hughes culture. Like what happened with the old Dales chain, Hughes Markets personality was gone.” They started HOWS in ’99, and Oerum said it was key to get “people we had known at Hughes. They had grown up with what we had believed was the right way to sell groceries.” The chain now has five stores, the newest in the NoHo Commons. Oerum calls it their “dream store” that took a road trip to create. “Everybody, directors and above, flew into San Francisco and we rented a van and drove through Sacramento and into Reno and stopped at every market we saw,” he said. They each noted the ideas they liked from a handful of regional markets throughout Northern California. “We pooled them all together and went through them and that’s how we came up with the North Hollywood store,” he said tracing the ideas’ DNA from Molly Stone, Dragon’s, Whole Foods, and Nugget. “We’re quite proud of that store. It’s got a certain ambience flat screen TVs with CNN on one and the Food Channel on the other, and a fireplace. What’s nice with us, unlike with a big corporation you can have ideas that may take 10 years to implement. Here we just do it and if it doesn’t work we try something else.” Oerum’s office is punctuated with a few models of cars and motorcycles. “I’m just a car guy; I’ve always been.” He drives a Chrysler 300 SRT8, and “his love” is a Ford Shelby GT 500. “I’ve got it up to about 600HP. It’s lowered, blue with white stripes,” he said. Sometimes he drives it in on Saturdays, he said, when “it’s more casual.” Question: How’s HOWS different from other stores in the eyes of the customer coming through the door? Answer: It’s a bit more like coming into a supermarket from the ’60s or ’70s. Our checkers learn the customers’ names. We really hang our hat on our perishables: meat, seafood, produce. Our meat is really second to none. We only sell choice and prime; we have real butchers in every store and a service meat counter in every store. Meat is a huge, huge thing for us and finding really good meat is tough these days at a reasonable price. Q. Is that a loss leader to bring people in? A. No. We buy them right. Sometimes our size is to our advantage. There’s only so much prime available. Think about a major supermarket chain. When they run an ad they have to service 100, maybe 200 stores. You can’t get enough prime, so they can’t focus on it. We turn that into our advantage We’re five stores, we buy enough so it comes out well for our customers. We hang our hat every year on prime rib; we sell prime rib for Christmas. We start buying it up in June and July the longer it’s aged the better it is quite honestly. We start collecting that up and sell it at a price nobody can beat in town. And we literally sell tons of it. Q. You then create your own market? A. Instead of going the way of our competition, ‘Hey, we have this great frozen turkey buy one, get one,’ we focus on the prime rib. We still have the frozen turkey at a reasonable price, but that’s not what we feature. We focus a lot on wines; we have very competitive wine pricing. We’ve got quite a wine market business going. In the North Hollywood store we fought to get the first full-scale wine tasting going in a supermarket. We got turned down and we had to appeal it. The city went to bat for us. We had the mayor’s support and the city councilman’s support. We really thought it was unique and ideal for the redevelopment area in NoHo. They’re creating a wonderful neighborhood and what a mix of people down there. Q. What is the mission of management? A. I want to be a great employer. Right now we have 315+ employees at the five stores. We have very little turnover. It’s the quality of the people. Q. How does that get communicated to employees? A. By being accessible, being available and around all time. I have an open door. Everybody knows everybody. Q. How does that help? A. Our stores all communicate everyday. We have a big semi that makes a big circle of all our stores. All the stores all contact each other and we move product around everyday to be sure we’re not out of anything. That’s the quickest way to lose a customer in my opinion. Q. What are some of the missteps that have been made? A. Hey, we’re not perfect. We make mistakes and we try to learn from them. We opened a couple of stores we shouldn’t have opened. It was cheap rent and thought ‘Hey, this is great deal.’ But there was a reason it was cheap rent. We had to close a couple. That hurts. I was able to do it without laying people off. It was hard because everybody’s hours get cut. That was the biggest (misstep). We’re gonna be a lot more careful going in the future. We have to go for the right demographic. We’re aimed at middle class. You have to earn the business these days. There’s a lot of competition, a lot of people are doing things right, the Whole Foods of the world, the Gelsons, the Ralphs and the Vons and a lot of them sell the exact same things we do. Q. The grocery strike was major news in 2003 and 2004 — what impact did it have on HOWS? A. That really put us on the map. We’re a union employer; we get along with the union very well. They even helped us get a few of the locations. It’s not an adversarial relationship. We were union from the beginning. So then this great grocery strike happens and the union who we get along with let me sign a sweetheart contract where we’d agree to negotiate after. I really believe they know we take care of our people. I have a store in Torrance doing $200,000 a week and overnight when the strike came it does a million dollars. A lot of new customers came in, you can’t buy that advertising and we’ve able to hold on to a chunk of that business afterwards. We, as a store, have been whole since the strike. We put the money we made in the strike away and put it in the bank and saved it. And when we had enough, that’s how we were able to build North Hollywood. But the strike was good thing. I was really hoping this last time they wouldn’t settle. Maybe we could have opened another store down the road. SPOTLIGHT: Mark Oerum TITLE: Partner, HOWS Markets (responsible for operations and resources) AGE, BIRTHPLACE: 52, Van Nuys EDUCATION: High school, some college MOST ADMIRED PERSON: Mike Solen, mentor from Hughes Markets PERSONAL: Divorced, 3 boys CAREER TURNING POINT: Always wanted to be a police officer, got the opportunity to do it at age 21, took that opportunity in Oregon and returned to beg for his grocery job back.

The sound of grinding metal and the hiss of welding torches are signs of another typical day at LA ProPoint Inc. The fabrication area takes up most of the space at the company’s Sun Valley site where designs and concepts for stage and lighting systems and large art pieces come to life. The halo of acoustical trusses suspended above the performance area at the Hollywood Bowl originated at LA ProPoint. So did the stage components used in the renovation of the Balboa Theatre in San Diego and the systems at the Disney Concert Hall in Los Angeles. There are two sides to the company the theatrical work and the unusual work, said Vice President Jim Hartman, the industry veteran handling business affairs. The unusual work includes complex equipment installations at military hospitals and theme parks around the world as well as art pieces in public parks. With Universal Studios and Paramount Pictures Corp. preparing to spend money on parks in the Asian markets overseas and The Walt Disney Co. moving ahead with a massive re-working of California Adventure in Anaheim, the leadership at LA ProPoint anticipates getting its share. “We are actively pursuing a lot of that work,” said company founder and President Mark Riddlesperger. “People from our past lives are involved in varying degrees.” Industry connections have played a vital role at LA ProPoint since its founding in 2002; connections that brought the company credibility and respectability and in turn translated into more business. The responsibility that LA ProPoint shoulders makes them a prime dealer for J.R. Clancy, a manufacturer of stage equipment based in Syracuse, New York. There are a lot of dealers Clancy works with on a regular basis but LA ProPoint has the advantage of a certified welding shop and the structural background to do larger jobs, said its executive vice president Mike Murphy. “When you are doing work on the West Coast and you’re an East Coast manufacturer it is nice to have a partner like that and make the project successful,” Murphy said. Word of Mouth Riddlesperger worked for seven years at Universal Studios in Florida when he left to open the California office of another company in the stage equipment industry. When the owner of that firm bailed out, Riddlesperger bought the equipment, took over the lease of the building and kept the staff. With six contracts already let, there was work to be done. One project, on the backlot at Warner Bros. Studios, provided much-needed capital while Riddlesperger re-established contact with industry folk from his Universal days. Still, much of the work received by LA ProPoint, then located in Vernon, was by word of mouth. Then came the projects that helped put the company on the map. The first was at the Disney Concert Hall where the company designed, built and installed the rigging and controls for the house audio system in the main hall. In the smaller REDCAT Theatre, it installed traditional and motorized rigging. The other was at the Hollywood Bowl where the halo-shaped acoustic truss was installed as part of the venue’s renovation prior to the 2004 season. LA ProPoint provides ongoing maintenance for the sound system through a multi-year contract. At about this same time, the company became familiar with Clancy, which began to send work the company’s way. One such project was the Balboa Theatre renovation. The company was hired to improve the lighting and acoustical systems. This required crew members to work in cramped and irregular spaces while installing four manually-operated hoists that raise and lower antique chandeliers and winches are capable of lifting 500-pound drapery panels. Riddlesperger’s good rapport with the unions representing ironworkers and stagehands impressed Clancy. “For that renovation we had to use ironworkers and stagehands and through his relations he was able to make that work successfully,” Murphy said. Two Changes Riddlesperger made two major changes in the company as the workload increased. One was to move the company from Vernon to an industrial area in Sun Valley to be closer to suppliers and its client base. The other was hiring Hartman as vice president As more projects came the company’s way, Riddlesperger said the act of juggling the business side and the creative side became too much. He considered shutting the company down. The two men knew each other from Riddlesperger’s Universal days. Hartman was working for a sub-contractor when he was recruited to join LA ProPoint. Hartman oversees the budgets, accounting, human resources, marketing and insurance all of the less glamorous but necessary day-to-day operations issues that support the growth of the company. That freed Riddlesperger to manage the engineering and design of the multiple projects moving through the fabrication area of the building. “Our paths cross only when we allow them to,” Hartman said. As for the move to the Valley, that opened doors to a larger talent pool of welders, mechanics and carpenters. The area’s aerospace legacy spawned people with those skills, as well as engineers. Cal Arts in Valencia contributes engineers with design backgrounds. “You need forward-thinking engineers and fabricators,” Riddlesperger said. Other changes at the company included hiring a lead salesman, and in the past year a six-person design team was assembled Space and time dictate how many projects the company takes on at any one time. Also factored in is the nature of the project. For instance, during a renovation LA ProPoint may be the last sub-contractor on the job. “You don’t need to be hanging drapes and drapery systems when there is a lot of dust still around,” Hartman said. Performing arts venues are one area where Riddlesperger has seen an upswing in activity with either older facilities being upgraded or new buildings being constructed. At the Alex Theatre in Glendale, LA ProPoint installed winches for a speaker system in the auditorium and a motorized winch to raise and lower scenery, said Jack Allaway, director of theatre operations. “I think their work is well done and they have very knowledgeable people,” Allaway said. L.A. ProPoint Inc. Year Founded: 2002 Revenues in 2006: $2.8 Million Revenues in 2007: $4.5 Million Employees in 2006: 24 Employees in 2006: 36

Eyes closed and palms sweating, I felt the Cirrus SR20 prop plane lift off the runway at Van Nuys Airport. I like flying. It’s the takeoffs and landings that make me nervous. Making me even more nervous on this particular Friday afternoon was that the cockpit window was right in front of me. The sensation of leaving the ground is enough to cause sweaty palms and my throat to tighten. I don’t need to actually see it happen; to watch the runway drop away as the plane climbs above the Valley and then banks to the right under the deft touch of pilot Jason Price. Later, circling above the Newhall Pass, the snow-covered peaks of the San Bernardino Mountains off in the distance, I feel calm, as I should have from the start. Price, after all, has logged 4,000 hours of flying time, plus he took me up in a plane that has its own parachute. In the event of an emergency, a pull on a handle in the ceiling of the cockpit deploys a parachute that brings the airframe to the ground. The plane’s landing gear and seats are designed to absorb the impact. “The aircraft is totaled but you walk away,” Price said. The parachute is one of the safety features of the SR20 that make it the preferred plane for Price to teach student pilots through his flight school Mach 1 Aviation. Buzzing above the Valley at 4,000 feet, Price related that two current students are a couple in which the wife was deathly afraid of flying, let alone learning how to pilot a plane herself. But that changed when she learned about the parachute on the Cirrus, a standard piece of equipment for the four-seat craft. For years the Cessna 172 has been the standard flight trainer for student pilots. Price, however, has a preference for the Cirrus and the peace of mind the parachute and spin-resistant wing structure gives to those on board. It is faster, safer, more efficient and looks better than the Cessna, Price said. His vision for Mach 1, which opened in November, is to provide effective training in the best available training aircraft. Mach 1 has two SR20s available for training and rental with more to come. The instructors are Price and four part-timers. Trainees include aircraft owners who want to learn how to fly themselves, Price said. These tend to be people of means expecting a certain level of service, be it from the company managing their planes or the flight school they attend. Operating at Van Nuys from space at the Hawker Beechcraft fixed-base operation makes those clients that much closer. If they can take the controls of a small plane like the Cirrus it makes it easier for a day trip to a business meeting or to take time off at a vacation home. “They want to pilot their own aircraft to do that,” Price said. VICA Aviation Committee After an absence of more than a year, the aviation committee of the Valley Industry & Commerce Association began meeting again this month. Robert Rodine, a consultant with clients in the aviation industry, and Airtel Plaza Hotel owner Jim Dunn, serve as co-chairs. To make the committee work well, the association members with business interests at or near Van Nuys Airport need a sense of ownership in it, Rodine said. That can be stimulated by bringing relevant issues to the members in a way that is of interest to them and through outside speakers, Rodine said. Some 35 VICA members expressed an interest in attending the committee meetings that will take place every other month. When the committee last met toward the end of 2006, it attracted five or six people. “You can’t have a committee of one or two people,” Rodine said. “People don’t give that credibility.” On the agenda for the meeting on Feb. 14 was taxation on fractional aircraft ownership, an update on a federal noise study at Van Nuys, and modernization at Los Angeles International Airport. Other issues the committee will take up include a federal noise study at Bob Hope Airport in Burbank, and the pending Federal Aviation Administration reauthorization bill before Congress. Having the committee meet more regularly is important because Van Nuys is a huge asset to the economy, VICA President and CEO Brendan Huffman said. The committee, however, will not just focus on that airport but provide for its members located in Burbank and at LAX, Huffman said. Just because the committee did not meet for more than year, does not mean that VICA was not advocating on behalf of its members with aviation interests. An association representative spent time at meetings of the Los Angeles Airport Commission and Van Nuys Airport Citizen Advisory Committee, Huffman said. IJM Closes Shop After only about six months in operation, International Jet Management closed down its offices at Van Nuys Airport. Pylon International changed its name to IJM West after its acquisition by the Virginia-based aircraft management and charter firm. Attempts to reach an IJM representative were not successful. Airlines Adjust Air carriers operating out of Bob Hope Airport have made changes to their schedules. Southwest Airlines will cut four daily flights serving Phoenix, Sacramento and Oakland beginning in May. JetBlue announced new daily flights starting in May from Burbank to Washington, D.C. and Las Vegas. The flights to Dulles International outside the nation’s capital are the first to directly fly from the San Fernando Valley. Staff Reporter Mark Madler can be reached at (818) 316-3126 or by e-mail at [email protected] . This column has been lengthened from the version appearing in the print edition.

Q: My company develops and manufactures various lines of product in the health and beauty industry. We recently contracted to develop a new exclusive line for a well known retailer. After investing a significant amount of resources (including hundreds of thousands of dollars), just prior to launch, the retailer notified us that they were dropping the line. They didn’t provide any specific grounds, other than that they were not happy with some of the other retailers with whom we had recently reached agreements regarding different lines. The retailer stated that since our agreement is silent as to the duration of our commitment, they can terminate at their leisure. This doesn’t seem fair. Do we have any recourse? A: I’m sorry to hear of this unfortunate development. With the benefit of hindsight, I suggest that you negotiate certain contract terms to include in your next supply agreement (e.g. perhaps a minimum initial term, renewal term options, minimum notice provisions regarding non-renewal or termination, to name a few). Assuming your current contract does not address any of these provisions, you may still have some recourse. All contracts in California, as a matter of law, are found to include a covenant of good faith and fair dealing (“covenant” is just a fancy legal word for promise). This covenant implies that each party will refrain from doing anything which would render performance impossible, or otherwise interfere with the right of the other to receive the benefits of the agreement. A breach of this covenant by failure to deal fairly or in good faith gives rise to an action for damages. Depending on the facts and circumstances surrounding your negotiations, and the parties’ intent, it is possible that the retailer breached this covenant by abruptly terminating your agreement. Often, when contracts are silent as to term (as yours is here), the court will imply a term of duration “commensurate with the intentions of the parties .” Thus, it is important to evaluate the course of the parties’ negotiations, projections, amount of up-front investment, and other factors to determine what the parties’ intentions were going into the relationship in terms of duration. For example, I would expect that the parties exchanged projections and budgets speaking to launch, first year sales totals, second year sales totals, and perhaps beyond. If so, especially in light of the hundreds of thousands of dollars you refer to above, a court may very well determine that the parties’ intentions were to give this line a chance to hit the projected sales figures discussed by the parties during their negotiations. Certainly, your company wouldn’t have invested hundreds of thousands of dollars into a line designed exclusively for this retailer if you had reason to believe they could terminate the line before launch on grounds that have nothing to do with the responsibility of the parties under the agreement. Though they might not realize it, your retailer “partner” may have breached the covenant of good faith and fair dealing, since their decision to abruptly terminate deprived your company of its opportunity to enjoy the benefits of the agreement. The nature and extent of available legal remedies will turn on far more facts and circumstances than your question contains. I encourage you to consult with a lawyer practicing business litigation. Q: What is a joint venture? A: A joint venture is simply a partnership for a specific project. Companies of all sizes frequently form joint ventures for various reasons (e.g. to penetrate new markets or to leverage capital, technology, or human resources, among many others). In a joint venture (“JV” for short), two or more parties agree to make certain contributions, in exchange for which they agree to split profits and losses along certain lines. Since it is project specific, once the specific project terminates, so does the joint venture. Though not required, it is recommended that parties reduce their agreements to writing, usually in the form of a joint venture agreement. This serves as a good exercise in forcing the parties to think through various issues they otherwise may not be focusing on, and also serves to memorialize the parties’ intentions. Joint ventures are not without risk. Depending on a number of factors, it is not unusual for one joint venture partner to have exposure for the sins of another joint venture partner (a legal doctrine known as vicarious liability). This is just another reason not to enter into a joint venture without consulting competent counsel first. Q: I allowed an employee to take two weeks of vacation in January, even though he had only accrued two vacation days at the time. Upon his return, he gave notice and quit. I instructed my controller to deduct the eight days of advanced pay from his last paycheck. My controller’s comments gave me pause as to if we could lawfully do so. Could we? A: Although your sense of fairness may not like this answer, those who like black and white answers will. The answer to your question is “no.” Though your intuition likely suggests that since you advanced the employee eight paid vacation days, and he quit before paying them back, that you are free to offset those paid days from his last pay check. However, this not-so-uncommon scenario is a trap for the unwary. It is true that the advance wages creates a debt; however, since wages are exempt from pre-judgment attachment, an employer cannot unilaterally collect that debt through self-help means. Essentially, you have two choices. One, secure the employee’s prior written consent to allow the company to deduct his debt from his last paycheck. Or, two, initiate a small claims suit to recover the amount due. This column contains general information and under no circumstances constitutes legal advice. This information is not provided in the context of an attorney-client relationship and nothing herein creates an attorney-client relationship. Readers should not act upon this general information without first seeking professional advice. Ira Rosenblatt is a business and corporate lawyer and a co-founder and Director of Stone, Rosenblatt & Cha, a business law firm in Warner Center. Rosenblatt has earned Martindale-Hubbell’s highest rating (“AV”) for legal ability and ethics and is listed in Martindale-Hubbell’s National Bar Register of Pre-eminent Lawyers. He can be reached at [email protected].

SAN FERNANDO VALLEY Encino Achievement: The Visual Effects Society gave Steven Spielberg the Lifetime Achievement Award at its sixth annual awards ceremony on Feb. 10. Spielberg reminisced that the first effect he ever tried involved poking small holes in a black poster board and filming a rocket ship model in front of it with an 8mm camera. As a director, working with visual effects artists is a collaborative effort that puts the frame around the dreams he has of what he wants on screen, Spielberg said. “You are the ones who fill in the colors and bring our dreams into focus,” Spielberg said. The Encino-based VES is a professional organization representing visual effects artists working in feature films, television, commercials, music videos and video games. Calabasas Gaming: The Academy of Interactive Arts & Sciences created a new scholarship to support students pursuing careers in game design, development and production. The Dr. Randy Pausch Scholarship Fund awards four $2,500 gifts to students attending accredited universities. Pausch is a professor of computer science, human-computer interaction and design at Carnegie Mellon University and co-founded the university’s entertainment technology center. The scholarship is a collaboration between the Calabasas-based academy and Bing Gordon, chief creative officer at game publisher Electronic Arts. Contest: Final Draft Inc., publisher of scriptwriting software of the same name, has launched its ninth annual Big Break International Screenwriting Contest, which closes June 15. This year, Big Break has partnered with CineStory, a nonprofit that provides new screenwriters with opportunities to work with industry professionals to raise the level of their craft and career marketability. CineStory will also invite the top three Big Break finalists to participate in its annual retreat in Idyllwild, during which writers will meet with retreat mentors to discuss their script submissions and careers. At the conclusion of the three-day retreat, the Big Break contest winner will select two industry mentors with whom they will work for one year. Information: www.finaldraft.com. Northridge Expansion: The law firm of Kantor & Kantor LLP has relocated its offices to 19839 Nordhoff St. because of growing demand from clients. The firm represents plaintiffs in insurance coverage disputes but has developed a niche in helping clients diagnosed with multiple sclerosis, fibromyalgia, Epstein Barr, lupus and chronic fatigue syndrome. Because the causes of many of these conditions are still relatively unknown, insurers tend to discount the seriousness of the resulting disability and deny coverage, according to Kantor & Kantor. Sherman Oaks Hall: The Valley Industry & Commerce Association is calling for nominations for its inaugural San Fernando Valley Business Hall of Fame. Leaders and organizations of all sizes that have made major contributions to the San Fernando Valley are sought. Community members are welcome to nominate historical figures, companies and individuals in 200 words or less by March 7 via email to [email protected]. Honorees will be recognized at VICA’s Business Hall of Fame Dinner on June 12 at the Sheraton Universal Hotel. Woodland Hills Camera: Panavision Inc. received a Technical Achievement Award from the Society of Camera Operators for its Genesis digital camera system. The Genesis camera has been used on more feature films, television and commercials than any other single-chip digital cinema camera. Being recognized by the society is gratifying for the company because camera operators understand how important ergonomics, good flexible design, and reliability are to a productive on-set experience, said President and CEO Bob Beitcher. In addition, the society honored Panavision Executive Vice President Joe Dunton with its lifetime achievement award for his four-decade long career in the cinematic arts. Panavision acquired the England-based Joe Dunton Co. in 2007. Dunton worked with the late director Stanley Kubrick, and helped create films such as “Return of the Jedi” and “Poltergeist.” CONEJO VALLEY Camarillo Roundtable: SolarWorld hosted a roundtable discussion on energy conservation and renewable energy during a visit by Dr. Jurgen Ruttgers, prime minister of North Rhine Westphalia, Germany. Ruttgers visited Camarillo as part of a national informational tour of the U.S. and used the occasion to talk about Germany’s successful renewable energy programs and solicit advice from local officials about localized conservation and renewable energy programs. SolarWorld is a German-based manufacturer of solar cells. Taking part in the roundtable discussion with Ruttgers were representatives from the Camarillo, Ventura County and the University of California. Thousand Oaks Advertising: The Marketing and Communications Division at California Lutheran University won three awards in the Service Industry Advertising competition. Direct mail campaign “It’s A Fact” won a silver award. The campaign was done in conjunction with Kevin/Ross Public Relations to inform residents and business leaders about the latest developments at CLU. This was the second year the direct mail campaing won an award. CLU Magazine won a silver award in the external publications category for educational institutions; and the 2007 “Expanding Your Horizons” won a bronze award for calendars. The winners were chosen from 2,000 entries. Honor: A middle school outreach program developed by California Lutheran University students will be honored as the Ventura County chapter of the Institute of Electronic and Electrical Engineering’s 2008 Project of the Year Feb. 21 at the Ronald Reagan Presidential Library. The ceremony is one of several scheduled throughout the country in light of National Engineers Week, which will run through Feb. 23. The CLU project was selected for its vision, philanthropic component and intelligent design, according to the school. The program promotes engineering in young minds by showing the impact that engineers have on people’s lives. ANTELOPE VALLEY Palmdale Upgrade: Renovations have begun on the City of Palmdale’s Neighborhood House #2. Located at 1129 E. Ave. R-4, the house was damaged by fire. The house was completely gutted by students of YouthBuild, an organization that aims to empower young adults to build stronger communities. YouthBuild students will also build a separate structure that will be used as a community room on the property. The house is scheduled for completion in August, while the community room is expected to be finished by May. At present, students are working on the home Monday through Thursday, 9 a.m. to 3 p.m. Once completed, residents who live near Neighborhood House #2 may stop by to learn more about local and regional transportation, obtain library cards, get answers to city code questions, view city job openings and more. There will also be ongoing activities such as Club Drug and Life Skills Education (DALE), parenting classes and job training. Information: (661) 267-5126. Seniors: Palmdale City Council is accepting applications through Feb. 28, 5:30 p.m., to fill three expiring positions on the Senior Citizens Advisory Commission. The commission provides recommendations to the City Council on the special concerns and needs of senior citizens in the community. Each commissioner will serve a term ending April 2010. Applications for this appointment are available at www.cityofpalmdale.org or may be picked up at the Parks and Recreation Department, 38260 10th St. E. Applicants are encouraged to attach a resume. Appointed members must be Palmdale residents who are 55 years old or older. They must also be able to attend meetings the second Tuesday of every other month at 2 pm. Information: (661) 267-5611. Lancaster Conference: Writer, actor and economist Ben Stein will be the keynote speaker at the Antelope Valley Board of Trade’s Business Outlook Conference, to take place Feb. 29 at the Poppy Pavilion on the Antelope Valley Fairgrounds. During the conference, the Greater Antelope Valley Economic Alliance’s 2008 Economic Roundtable Report will debut. Highlights include the GAVEA presentation of “The Industrial Base and Vacancy Report” and “The Labor Base Report.” The report also contains the latest available information on retail sales, job growth, income growth, workforce issues and local house sales and prices. A special feature will be foreclosure sales in comparison with the last downturn in Antelope Valley homes. Information: (661) 942-9581.

By Jill Banks Barad and David Rand Even before the ink dried on the new City Charter that voters overwhelmingly approved in 1999, the business community was deeply suspicious of a new experiment in local government that called for the formation of “neighborhood councils.” This suspicion quickly evolved into open antagonism as some of the councils came to be seen as increasingly anti-business and hostile to development. The main response from the wider business community has been to bitterly complain about the dysfunctional nature of the councils, and to hope that at some point Los Angeles policy makers would come to their senses and pronounce the neighborhood council “experiment” an abject failure. While this kind of bunker mentality carries on in the boardrooms of the City’s prominent business advocacy organizations, and in some of the local Chambers of Commerce, the councils have been steadily expanding their influence. Whether it’s successfully stopping Home Depot’s “project” in Sunland-Tujunga, securing the right to open official council files at City Council, or challenging the DWP on proposed rate hikes, recent events demonstrate that the councils are beginning to flex their collective muscle on issues of local and citywide importance. Nowhere has this growing influence been more pronounced and more vexing to the business community than in the land use arena. Clearly, the rules of the game have changed. If there is any doubt about this phenomenon, one need only study the behavior of some of the City Council members (representing areas as diverse as San Pedro and Woodland Hills) who have begun to openly and proudly use neighborhood councils as the first step in the land use approval process. In some districts, this is having the practical effect of converting the advisory neighborhood councils into quasi micro-planning commissions. The logical takeaway from this confluence of events is that, like them or not, the councils are not going away. They are no longer an experiment, but an ever-evolving part of City government. They are becoming more entrenched and increasingly relevant. As a result, it’s time for the business community to dispense with wishful thinking, change tactics, and develop a more comprehensive and well-thought strategy to bring balance, objectivity and business friendly viewpoints to the councils. It boils down to two distinct choices: business groups can continue to view the councils as a rogue element of City government unworthy of recognition, or pro-business activists can start to participate in the process by running for their local councils thereby improving and balancing the system from within by making the councils more representative of their communities. Sure, serving on the neighborhood council is not terribly glamorous (and it requires yet another time commitment), but participation can yield important results. As active members of Valley business organizations and the Sherman Oaks Neighborhood Council, we have seen firsthand, bringing balance and moderation to the councils on development matters can help to defeat NIMBY-ism and deliver tangible benefits to the community. Buckley School as a Case Study One particularly rewarding experience for us was the opportunity to work on the expansion of the Buckley School in Sherman Oaks. At the time Buckley presented their project plans to our council, the school was under siege by a small group of rabidly anti-development neighborhood activists managed by the local homeowners’ association who were committed to killing the project at any cost. This group made a series of unreasonable demands, threatened litigation and put intense pressure on the neighborhood council to oppose the Buckley expansion plans. Because of the open- mindedness and objectivity of the council (due in no small part to representatives who are active in the local Chamber of Commerce and neighborhood businesses) the Sherman Oaks Neighborhood Council was able to engage in fruitful discussions with Buckley, win important concessions for the community, and ultimately garner a unanimous vote of the Board to support the school’s project. This is an example of a neighborhood council vetting a proposed development project in a fair and objective manner. Without the neighborhood council, the NIMBY voices would have dominated the debate, falsely creating the impression that the “community” at large opposed the project. The Buckley case study, along with numerous other land use projects we have worked on, show that councils with the right balance can serve as a moderating influence on development matters (if for no other reason than to provide a counterweight to more narrowly focused local homeowners’ associations). Sherman Oaks should not stand out as an anomaly, however. The remedy for imbalanced and dysfunctional neighborhood councils is fairly simple and straightforward business minded individuals should step up and get involved. There is also no reason why the new power recently granted to neighborhood councils to open official City Council files cannot be used to advance a more pro-business agenda. Business-friendly neighborhood councils could partner with groups like the Chamber of Commerce and the Valley Industry and Commerce Association to formally introduce new policies at City hall. This could be a powerful coalition building tool to advance important policy goals such as tax reform and other issues of mutual interest. Bringing more objectivity and responsibility to the neighborhood councils is an important civic goal that should be embraced and actively supported by the wider business community. Failing to encourage participation and involvement will only lead to increased frustration as the councils fall captive to NIMBY-ism and narrow parochial interests. As neighborhood councils grow in influence, the business community has a responsibility not just to do battle, but to constructively engage. In the long run, the business community’s participation and active involvement will produce far better results for individual neighborhoods and for the City as a whole than merely railing against the system from the outside. Jill Banks Barad is President of the Sherman Oaks Neighborhood Council, Founder and Chair of the Valley Alliance of Neighborhood Councils, owner of Jill Barad & Associates, and a long-time Board member of VICA. David Rand is an attorney and serves as Chair of the Land Use Committee of the Sherman Oaks Neighborhood Council and a Board member of both VICA and the Economic Alliance of the San Fernando Valley.

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The Valley Industry & Commerce Association has raised concerns over a proposed boycott of hotels by the Los Angeles Unified School District. On Feb. 12, a motion was introduced at the LAUSD board of education meeting that calls for the district to refrain from holding conferences, professional development seminars and related events at hotels in the Los Angeles International Airport area that are not unionized or do not pay workers a living wage. This year alone the district has spent $185,123 on hotels, according to the Daily Breeze. VICA membership has suggested that the district’s recent overtures to businesses for education partnerships may be undermined if the board voted for such a boycott. The school district board votes on the proposal Feb. 26.

Dios Marrero, the executive director of the Bob Hope Airport died Feb. 13. He was 57. Marrero passed away at his home from cancer. He had taken a medical leave from the Burbank airport in January and had undergone surgery for cancer. Marrero had been executive director since 1999. Marrero was a key figure in maintaining the airport’s relationship with the three member cities of the Airport Authority Burbank, Glendale and Pasadena, said Authority President Carl Povilaitis. “He guided the Authority through several complex projects, including substantial security enhancements after 9/11, and he always excelled at managing the airport’s finances throughout his career,” Povilaitis said. Marrero joined the administrative staff in 1980, and was controller and chief financial officer from 1987 until 1999. He is survived by his son, Marc.