City of Culver City, California
Redevelopment Agency Agenda Item Report
RECOMMENDATION:
Staff recommends the Culver City Redevelopment Agency Board (Agency Board)
approve a second amendment extending the term of the existing Parking License
Agreement (License) with Century Wilshire Incorporated for 1) the Culver Hotel’s
(Hotel) rental of up to twenty reserved parking spaces at the Agency-Owned Ince
Parking Structure for valet services to their guests; and 2) rental of up to ten parking
spaces at the 9300 Culver Boulevard parking lot (commonly referred to as “Parcel
B”) for use by Culver Hotel guests, employees and vendors.
BACKGROUND:
Due to the inconvenience experienced by Hotel guests during construction of the
first phase of the Heart of Screenland Project (which included the Ince Parking
Structure, Pacific Theatres and the building adjacent to it, and the Town Plaza), the
Hotel was provided free guest parking within the Agency’s downtown parking
structures. Upon completion of construction, the practice of accepting the Hotel
guest passes continued at no cost to the Hotel or their guests. Now that the project
has been completed, a long term solution is required in the form of temporary and
permanent parking agreements.
On November 22, 2006 Century Wilshire Incorporated (Owner) acquired the Hotel
located at 9400 Culver Boulevard. Since the Owner acquired the Hotel, its
management and operations have improved resulting in higher room occupancy
Meeting Date: 06/07/10 Item Number: C-2
REDEVELOPMENT AGENCY BOARD AGENDA ITEM: Approval of a Second
Amendment Extending the Term of the Existing Parking License Agreement with
Century Wilshire Incorporated for the Culver Hotel.
Contact Person/Dept.: Joe Susca and
Todd Tipton/CDD
Phone Number: 310-253-5763/5783
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [] Attachments: [X]
Commission Action Required: Yes [] No [X] Date: _______________
Public Notification: (E-Mail) Meetings and Agendas – Redevelopment Agency
(06/02/10); (E-Mail) Century Wilshire Inc. and the Culver Hotel (06/02/10); (E-Mail) The
Downtown Business Association (06/02/10).
Department Approval:
Sol Blumenfeld: (05/27/10)
Agency General Counsel Approval:
Murray Kane: (05/26/10)
Chief Financial Officer Approval:
Jeff Muir (by N. Kimball) (06/02/10)
Executive Director Approval:
P. Lamont Ewell (06/02/10) City of Culver City, California
Redevelopment Agency Agenda Item Report
rates and an increase in the number of special events held at the Hotel. The Owner
has increased Hotel staff (thereby increasing employment opportunities in
downtown), enhanced their guest services, and increased the amount of Transient
Occupancy Taxes paid by their guests that are remitted to the City. The Owner has
also performed a number of initial improvements to the Hotel such as replacing fire
sprinklers, performing electrical, plumbing and other upgrades totaling $1,300,000.
The Agency is currently negotiating an Owners Participation Agreement (OPA) with
the Owner to meet employee and Hotel guests’ long term parking and valet parking
service needs in exchange for the completion of a number of improvements to the
Hotel at Owner expense. On August 3, 2009 the Agency Board approved a six
month License with the Owner to meet the Hotel’s parking needs until the OPA is
executed.
On February 1, 2010 a First Amendment to the License was executed that
extended its term by four months (until June 11, 2010) and also permitted the Hotel
to store a trash bin on Parcel B to contain debris from construction of improvements
at the Hotel.
DISCUSSION:
The proposed Second Amendment to the Parking License (Second Amendment)
would extend the term of the License by six months to allow completion of
negotiation of the OPA, and includes the ability of the Agency Executive Director to
approve an additional four month term if necessary. The existing License terms
and conditions remain unchanged in the Second Amendment with the following
exceptions|1010|:
• The Agency may either suspend or terminate use of Parcel B if alternative
temporary or permanent uses commence at the site.
• The trash bin on Parcel B containing debris from the construction of
improvements at the Hotel may remain for an additional six months.
FISCAL ANALYSIS:
If the Second Amendment is approved for the proposed six-month term, the Agency
will continue to receive lease revenues from the Owner for reserved valet parking
spaces at the Ince Parking Structure and parking spaces at Parcel B. Should the
Hotel rent all 20 of the valet reserved parking spaces at the Ince Parking Structure City of Culver City, California
Redevelopment Agency Agenda Item Report
and all 10 of the Parcel B spaces, the maximum revenue to the Agency would be
$14,400.
ATTACHMENTS:
• Second Amendment to Parking License
MOTIONS:
That the Agency Board:
1) Approve a Second Amendment to the Parking License Agreement with Century
Wilshire Incorporated for the Culver Hotel; and,
2) Authorize the Agency General Counsel to review/prepare the necessary
documents; and,
3) Authorize the Executive Director to execute such documents on behalf of the
Agency.
|1010| The existing License includes the following terms and conditions:
• The Agency provides up to twenty parking spaces for the Hotel’s valet parking operation in
the Ince Parking Structure; located on the first floor ramp leading to the second level.
• The Agency permits 24/7 use of the reserved valet parking spaces.
• Employees and vendors of the Hotel are prohibited from parking in the reserved valet
parking spaces.
• The Hotel may reserve up to 10 parking spaces on Parcel B for use by their employees,
guests, and vendors.
• The Owner pays a rate of $80 for each parking space per month.
• The Owner will purchase and install reserved parking signs for use at the Ince Parking
Structure whose design is subject to the approval of the Executive Director.
• If available, during special events held at the Hotel in which they will offer its attendees valet
parking services, the Agency will allow the Hotel use of additional temporarily reserved
spaces during the event. The Owner will be charged a rate of $1.00 for each hour of the
event up to $6.00 per parking space per day.
• The Hotel is to maintain a $2 million property damage insurance policy and agrees to hold
the Agency, the City, and Modern Parking harmless from any loss, liability, claims, and
damages arising from use of the License. If the Hotel hires a third party valet operator, then
the same insurance coverage and indemnification provisions will also be required of them. City of Culver City, California
Redevelopment Agency Agenda Item Report
• During its term, the Agency agrees to continue the practice of providing free Hotel guest
parking within its downtown structures however; the terms and conditions of continuing to
meet guest parking needs is one of the items being negotiated in the OPA.
• Permits the Hotel to place a 3 cubic yard bin on Parcel B to contain debris from the
construction of Hotel renovations
MEETING DATE: 06/07/10
AGENDA ITEM: REDEVELOPMENT AGENCY BOARD AGENDA ITEM:
Approval of a Second Amendment Extending the Term
of the Existing Parking License Agreement with Century
Wilshire Incorporated for the Culver Hotel.
ATTACHMENTS
Pages
1 Second Amendment to Parking License 1-3
Page 1 of 3
SECOND AMENDMENT TO LICENSE AGREEMENT
This Second Amendment to License Agreement (“Second Amendment”) is entered into
as of _____________, 2010, by and between CENTURY WILSHIRE, INC., a California
corporation (“Licensee”), whose principal place of business is 9400 Culver Boulevard, Culver
City, California 90232 and THE CULVER CITY REDEVELOPMENT AGENCY, a public
body corporate and politic (“Licensor”).
RECITALS
A. Licensee owns and operates the Culver Hotel located at 9400 Culver Boulevard,
Culver City, California 90232 (the “Culver Hotel”), which does not have any on-site parking.
B. Licensee and Licensor entered into that certain License Agreement
(“Agreement”), effective August 11, 2009 (“the Effective Date”), to provide for, among other
things, a six month License to accommodate certain parking needs on behalf of the Culver Hotel.
C Licensee and Licensor entered into that certain First Amendment to License
Agreement (“First Amendment”), effective February 1, 2010. Pursuant to said First Amendment,
the License Term was extended by four (4) months to June 11, 2010. Any capitalized term not
otherwise defined herein shall have the meaning ascribed to such terms in the Agreement and First
Amendment.
D. The Agreement contemplates that Licensor and Licensee will negotiate the terms
and conditions of an Owner Participation Agreement ("OPA") during the License Term in which
Licensee agrees, among other things, to perform or to have performed certain Culver Hotel
improvements at Licensee's expense in exchange for, among other things, a long term parking
agreement. Licensor and Licensee are in the process of negotiating the OPA, but do not
anticipate that the OPA will be executed prior to the expiration of the License Term.
E. Agency has been seeking and continues to seek opportunities for redevelopment
of the Parcel B Parking Lot. Consequently, Licensor and Licensee understand and agree that
parking on the Parcel B Parking Lot is an interim use until a permanent use is established by
Licensor. Furthermore, Licensor desires to utilize the Parcel B Parking Lot for other interim
uses. Consequently, Licensee’s rights to use the Parcel B Parking Lot shall be subject to
suspension in accordance with Section 4 herein; and its use is non-exclusive.
F. As a result of the potential new uses of the Parcel B Parking Lot, Licensor and
Licensee now desire to exclude from their negotiations of the OPA, any provisions relating to
Licensee's use of the Parcel B Parking Lot and to separately negotiate the terms for use of the
Parcel B Parking Lot in the Agreement, as amended by the First Amendment and this Second
Amendment. Page 2 of 3
F. Licensor and Licensee also desire to extend the term of the License, subject to all
terms and conditions of the Agreement and the First Amendment, as modified by the terms
herein.
NOW THEREFORE, Licensor and Licensee hereby agree, as follows:
1. Effective Date and Term. The License Term as to the (i) the Unreserved Valet
Parking Spaces (as defined in Section 3(c) of the Agreement), (ii) the Unlimited Parking Passes
(as defined in Recital “C” of the Agreement), (iii) the Unlimited Cardiff Parking Spaces (as
defined in Section 29 of the Agreement ), (iv) the Unreserved Valet Parking Spaces (as defined
in Section 30 of the Agreement), and (v) the Reserved Valet Parking Spaces (as defined in
Recital “E” of the Agreement) shall be extended for six (6) months, from June 11, 2010 to
December 11, 2010, unless sooner terminated in accordance with Section 5, herein; provided,
however, that the Agency’s Assistant Executive Director is empowered to extend the License
Term up to an additional four (4) months from the date of expiration. The License Term as to the
Reserved Spaces in the Parcel B Parking Lot (as defined in Section 3(g) of the Agreement) shall
be extended indefinitely, unless terminated sooner in accordance with Section 5, herein.
2. Time Extension for use of Trash Bin. Subject to the terms and conditions of the
Agreement and First Amendment, the Licensee's right to use the Parcel B Parking Lot for
placement and use of the Trash Bin under Section 2 of the First Amendment shall be extended to
November 5, 2010.
3. Exclusion of Parcel B Parking Lot. Licensor and Licensee agree that the
negotiation of the OPA during the License Term shall exclude Licensee's use of the Parcel B
Parking Lot unless otherwise agreed to, in writing, by the Licensor and Licensee.
4. Right of Suspension of Licensee’s Use of Parcel B Parking Lot.
Notwithstanding any other provisions of the Agreement and First Amendment, and in
consideration for the indefinite extension of the License as to the Parcel B Parking Lot, Licensor
shall have the right, in its sole and absolute discretion, to suspend the License as to all or a
portion of the Parcel B Parking Lot at any time ("Suspension"), for any consecutive period not to
exceed six (6) months ("Suspension Period"), provided that the Licensor gives Licensee notice of
the Suspension not later than forty-eight (48) hours in advance of the beginning of the
Suspension Period. In the event of a Suspension, Licensee shall be credited for Licensee's
advance payment to Licensor for use of the Parcel B Parking Lot during the Suspension Period,
at the daily rate of $2.66 per vehicle space subject to the Suspension. Licensor shall apply the
credit against the next payment(s) for Licensee's use of spaces in the Parcel B Parking Lot until
fully credited.
5. Right of Termination of Licensee’s Use of Parcel B Parking Lot.
Notwithstanding Section 19 of the Agreement, and in consideration for the indefinite extension
of the License, Licensor may, in its sole and absolute discretion, terminate the License for
convenience as to Licensee’s use of the Parcel B Parking Lot. Termination for convenience shall Page 3 of 3
only occur by written notice to Licensee no later than thirty (30) days prior to the effective date
of the termination.
6. Effective Date and Term. The effective date of this Second Amendment shall be
that certain date upon which the Licensor’s authorized representative executes this Second
Amendment; provided, however that the License, as amended by this Second Amendment, shall
have no operative effect unless and until Licensee demonstrates proof of the insurance required
by Section 15 of the Agreement, as modified by Section 3 of the First Amendment.
7. Full Force and Effect. Except as expressly set forth herein, all terms and
conditions of the Agreement and First Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment by their
duly authorized representative on the dates shown below.
LICENSOR
THE CULVER CITY REDEVELOPMENT
AGENCY
By: __________________________________
Name
Title
Date: _______________________________
LICENSEE
CENTURY WILSHIRE INC., a California
corporation
By: _______________________________
Its:________________________________
APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
By:___________________________
Murray O. Kane
Agency General Counsel