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CC - FOUR-FIFTHS VOTE REQUIREMENT (#5 only) - (1) Adoption of a Resolution Relating to Compliance with the California Environmental Quality Act (CEQA); (2) Approval of a Revised Design for the Town Plaza Expansion Improvements; (3) Approval of a Conceptual Design for the Culver Boulevard Access Improvements (Including a Driveway, Ramp, and Underground Tunnel Providing Ingress and Egress to/from the Project and Culver Studios from Culver Boulevard); (4) Approval of a Revised Design for the Public Parking Improvements Located at and Adjacent to 9300 Culver Boulevard (Parcel B); (5) (Four-Fifths Vote Requirement) Approval of a Budget Amendment to Reallocate and Appropriate Tax-Exempt Bond Proceeds to Develop and Construct the Public Parking Improvements and Town Plaza Expansion Improvements; (6) Approval of Four Separate Agreements Implementing Various Aspects of the Disposition and Development Agreement between the City of Culver City and Combined/Hudson 9300 Culver LLC, for the Development of the Parcel B Improvements and the Public Parking, Town Plaza Expansion, and Culver Boulevard Access Improvements; and (7) Approval of a Payment and Performance Agreement and Back-up Easement Agreement between the City of Culver City and The Culver Studios for the Culver Boulevard Access Improvements Providing Access Through Parcel B and the Town Plaza Expansion Parcel to The Culver Studios Existing On-Site Parking; and (8) With the Concurrence of the City Attorney, Authorize the City Manager to Negotiate and Approve Minor Revisions to All of the Above Agreements as Deemed Appropriate by the City Manager.
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Contact Person/Dept: Todd Tipton CDD
John Fisanotti CDD
Phone Number: (310) 253-5783
(310) 253-5768
Fiscal Impact: Yes [X] No [] General Fund: Yes [X] No []
Public Hearing: [] Action Item: [X] Attachments: Yes [X] No []
Commission Action Required: Yes [] No [X] Date:
Commission Name:
Public Notification: (E-Mail) Meetings and Agendas - City Council (12/10/15 and 12/17/15); Downtown Business Association (12/17/15); Chamber of Commerce (12/17/15).
Department Approval: Sol Blumenfeld, Director of Community Development
(12/17/15)
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RECOMMENDATION:
Staff recommends the City Council:
1) Adopt a proposed resolution relating to compliance with the California Environmental Quality Act;
2) Approve the revised design for the Town Plaza Expansion Improvements;
3) Approve the conceptual design for the Culver Boulevard Access Improvements (including a driveway, ramp, and underground tunnel providing ingress and egress to/from the Project and Culver Studios from Culver Boulevard);
4) Approve the revised design for the public parking improvements located at and adjacent to Parcel B;
5) Approve a budget amendment to reallocate and appropriate tax exempt bond proceeds to develop and construct the Public Parking Improvements and Town Plaza Expansion Improvements (requires a 4/5ths affirmative vote);
6) Approve the following agreements implementing various aspects of the Disposition and Development Agreement between the City of Culver City and Combined Pacific/Hudson 9300 Culver, LLC (Combined) for the development of the Parcel B Improvements and the Public Parking, Town Plaza Expansion, and Culver Boulevard Access Improvements:
§ Reimbursement Agreement Relating to Design Services for the Town Plaza Expansion Improvements;
§ Reimbursement Agreement Relating to Design Services for the Parcel B Improvements and the Public Improvements;
§ Development and Construction Contract For Public Improvements;
§ Culver Sign License Agreement.
7) Approve and authorize the City Manager to execute on behalf of the City a Payment and Performance Agreement and Back-up Easement Agreement between the City of Culver City and The Culver Studios for the Culver Boulevard Access Improvements to provide access under Parcel B and the Town Plaza Expansion Parcel to The Culver Studios existing on-site parking spaces, together with such minor revisions as may be approved by the City Manager and the City Attorney.
8) With the concurrence of the City Attorney, authorize the City Manager to negotiate and approve minor revisions to all of the above agreements as deemed appropriate by the City Manager.
BACKGROUND:
On October 3, 2006, the City Council approved a conceptual design for the expanded Town Plaza. On January 7, 2008, the City Council approved further enhancements to the 2006 design. During this period, Parcel B was subject to a prior Disposition and Development Agreement between the former Culver City Redevelopment Agency (former CCRA) and Rush/Pacifica for the disposition and development of the site.
On January 30, 2012, the City of Culver City (City) approved a Disposition and Development Agreement (DDA) with Combined for the development of Parcel B, and the construction of an expanded Town Plaza on adjoining public property (City Parcel), and the construction of approximately 100 public parking spaces, anticipated at the time to be under Town Plaza and accessed from Combined’s parking structure under Parcel B (collectively, the Public Parking Improvements).
Parcel B and the City Parcel were originally owned by the former CCRA. As a result of the dissolution of the CCRA on February 1, 2012, both parcels were transferred to the Successor Agency to the former CCRA. On March 18, 2014, the State Department of Finance (DOF) approved the City’s Long Range Property Management Plan (LRPMP) providing for the disposition of Parcel B and the City Parcel consistent with the terms of the DDA.
On May 15, 2014, in implementation of the approved LRPMP, the DOF approved the Successor’s Agency’s sale of Parcel B to Combined pursuant to and in accordance with the terms of the DDA, and approved the Successor Agency’s transfer of the City Parcel to the City for the public improvements.
On September 3, 2014, consistent with purposes of the LRPMP, the DOF approved a Master Agreement between the City and the Successor Agency authorizing the transfer of pre-2011 former CCRA bond proceeds to the City for expenditure toward the development of the public improvements. These approvals allowed the City to resume numerous developments, including the Parcel B Project, which had been suspended upon the dissolution of the former CCRA. The DDA anticipates the need for a variety of subsequent implementing agreements, four of which are presented this evening for City Council consideration and recommended approval.
On or about March 2015, the developer of the adjacent Culver Studios Project (Culver Studios) requested that the City provide access to The Culver Studios Project site from the City Parcel via a subterranean driveway from Culver Boulevard
On July 13, 2015, the City Council authorized execution of two separate Reimbursement Agreements to reimburse Combined for design efforts related to the subterranean public/private parking garage and the Town Plaza Expansion Improvements. The first Reimbursement Agreement provided $11,500 for design efforts related to the Town Plaza Expansion Improvements and the second Reimbursement Agreement provided $107,232 for design efforts related to the Public Parking Improvements.
Since the DDA contemplates Combined developing and constructing the public improvements together and concurrently with development of its private Parcel B Improvements, on July 27, 2015, the City Council made findings supporting the waiver of public bidding due to the interrelated nature of the projects.
DISCUSSION:
Revised Design for the Town Plaza Expansion Improvements
The Town Plaza Expansion Improvements on the City Parcel is intended to provide a new venue for art, music, and other public events in the downtown and was created by abandoning the portion of Washington Boulevard that was located between Parcel B, the Culver Hotel, and The Culver Studios. Combined is contracting with SWA Group (SWA), a landscape design firm, to design the Town Plaza Expansion Improvements. (See Attachment No. 1).
The Parcel B Project is based, in part, upon the strong relationship of a grand outdoor stairway and elevated public plaza with the proposed Town Plaza Expansion Improvements, which include special paving, seating, planting, performance stage, related infrastructure and other amenities.
The project budget for development and construction of the Town Plaza Expansion Improvements is $3.2 million inclusive of $193,897 for a construction contingency. In consideration of Combined’s management of the Town Plaza Expansion Improvements development and construction, the City will pay Combined a four percent (4%) management fee.
Revised Design for the Public Parking Improvements
Combined proposes to construct a subterranean parking structure with approximately 240 parking spaces (two levels below grade) of which the City will receive 100 spaces located on the lower parking level.
The size and shape of Parcel B and the City Parcel make it impractical, expensive, and inefficient to segregate the Parcel B private parking improvements from the City Parcel public parking improvements at the property line as originally contemplated by the DDA. The City public parking improvements will be partially located beneath Parcel B (Combined’s property) and also beneath the City Parcel, and Combined’s private parking improvements will be located partially beneath the City Parcel and also beneath Parcel B. An anticipated reciprocal easement agreement between the City and Combined will allow for seamless operation of the integrated parking structure (which agreement will also include easements over the Town Plaza Expansion Improvements).
Consequently, the aggregate costs of developing and constructing all of the parking (both City and Combined), are difficult to separate and, therefore, the costs will be allocated on a pro rata basis: the City will fund 100 spaces of the 240 spaces with the remaining funding coming from Combined. Combined’s latest cost estimate indicates a construction cost of approximately $63,000 per parking space, which includes hard and soft costs, and a six percent construction contingency. Combined has agreed to cap the City’s share of design costs by the proposed Reimbursement Agreement at a maximum of $330,000.
The design also reflects recent negotiations with The Culver Studios to provide an access driveway beneath the City Parcel to the subterranean parking structure on The Culver Studios lot. The entrance and exit is at the intersection of Culver Boulevard and Main Street. This will require certain off-site improvements to be made in the Culver Boulevard right-of-way, referred to collectively as the “Culver Boulevard Access Improvements.” All of the anticipated expenses attributable to the Culver Boulevard Access Improvements attributable to The Culver Studios access will be paid by The Culver Studios pursuant to the Payment Agreement.
Agreements
There are five agreements to implement development and construction of Parcel B, the parking beneath Parcel B and the City Parcel, the Town Plaza Expansion Improvements and the Culver Boulevard Access Improvements, collectively, as described below:
1. Reimbursement Agreement Relating to Design Services for the Town Plaza Expansion Improvements - Reimbursement by the City to Combined for the cost of designing the Town Plaza Expansion Improvements is required by the DDA. As mentioned above, Combined is contracting with SWA to design both the Town Plaza Expansion Improvements and the open space of Combined’s Parcel B Improvements. SWA’s total contract fee is $193,800, of which $67,300 is apportioned to the City for designing the Town Plaza Expansion Improvements. The SWA contract also requires an additional allowance to fund reimbursable expenses up to ten percent (10%) of the fee ($6,730 being the City’s share). Therefore, the maximum City reimbursement to Combined under this Reimbursement Agreement for SWA’s services is $74,030 ($67,300 + $6,730).
The Reimbursement Agreement between the City and Combined allows for the City’s reimbursement of the above amounts and also includes, without limitation, requirements for insurance, indemnification, ownership of work product, warranties, etc., for the benefit of the City and made applicable to SWA via a Rider to the Combined/SWA contract as if the City had contracted directly with SWA, in addition to imposing requirements on Combined.
2. Reimbursement Agreement Relating to Design Services for the Parcel B Improvements and the Public Improvements - Reimbursement by the City to Combined for the cost of designing the City’s public parking improvements is also required by the DDA. The proposed Reimbursement Agreement provides for reimbursement of costs for all related design professionals (architectural, structural engineering, civil engineering, mechanical, electrical and plumbing engineering, shoring engineering and geotechnical and others) and requires the City to reimburse Combined at a pro-rata share equal to twelve percent (12%) of the soft cost fees with a maximum, not-to-exceed total amount of $330,000. This Reimbursement Agreement also allows for City reimbursement to Combined for additional consultant work on the Town Plaza Expansion Improvements, other than for SWA services covered in the above-referenced Reimbursement Agreement, in the maximum amount of $40,000.
In addition to the above, this Reimbursement Agreement also includes reimbursement to Combined for soft costs incurred for the design of the Culver Boulevard Access Improvements up to the maximum amount of $204,218, the funds for such costs will be paid by The Culver Studios pursuant to the proposed Payment Agreement.
3. Development and Construction Contract for Public Improvements - The Development and Construction Contract provides the terms and conditions under which Combined will construct the Public Improvements for the City, including the Public Parking Improvements, the Town Plaza Expansion Improvements, and the Culver Boulevard Access Improvements, and recognizes the interconnection among the Town Plaza Expansion Improvements, the Public Parking Improvements, and the Culver Boulevard Access Improvements, and the Parcel B Improvements. The City will pay Combined to construct the Public Improvements in addition to a four percent (4%) management fee (calculated on the total design and construction cost).
The City Council is being asked to approve the form of the Development and Construction Contract at this meeting; however the Development and Construction Contract will be entered into between the City and Combined concurrently with the close of escrow of the Successor Agency’s sale of Parcel B to Combined.
On July 27, 2015, the City Council made findings supporting the waiver of the public bid process for the Public Improvements to enable the proposed development and construction of the Public Improvements by Combined in conjunction with Combined’s development and construction of its private Parcel B Improvements. The Development and Construction Contract also requires the City to pay Combined for the cost to construct the Culver Boulevard Access Improvements, however the City will utilize the third party funds to be paid in advance by The Culver Studios pursuant to the proposed Payment Agreement described below.
4. Payment and Performance Agreement - This agreement provides the terms and conditions under which The Culver Studios will pay, in advance, the funds necessary to cover the expected hard and soft costs to design and construct the Culver Boulevard Access Improvements. The Culver Studios will be obligated to fund the Culver Boulevard Access Improvements through this Payment Agreement with the City. The City will in turn reimburse Combined for the hard and soft costs it incurs. In consideration for allowing The Culver Studios access on the City Parcel via use of the Culver Boulevard Access Improvements once constructed, The Culver Studios will provide public parking spaces as available in an existing parking structure on the Studios’ Lot (after 7:00 p.m. on weekday evenings and all day on weekends).
The Culver Studios will pay in advance to the City the sums of approximately $538,000 for soft costs (such as design and construction management) and approximately $5.4 million for the hard costs of construction, for a total payment of approximately $6.0 million for development and construction of the Culver Boulevard Access Improvements. These funds will be advanced to the City by The Culver Studios concurrently with the execution of the Payment Agreement by The Culver Studios and the City, and such funds will be held in a segregated escrow account to make payments for the design and construction of the Culver Boulevard Access Improvements under the Reimbursement Agreements and the Development and Construction Contract.
Combined and Culver Studios have agreed to fund costs for the Culver Boulevard Access Improvements which exceed the guaranteed maximum contract amount up to a maximum cap of $8 million on a cost sharing basis and to meet and confer to address any significant cost increases .
5. Culver Sign License Agreement - In 2003, the Center Theatre Group requested to remove two “Culver” signs that were located above the marquee of the former Culver Theater to make way for re-naming the building the “Kirk Douglas Theater.” On July 21, 2003, the City Council adopted Resolution No. 2003-R061, which approved a Certificate of Appropriateness to allow the removal and storage or relocation of the “Culver” signs. The signs have been in storage since. Combined is proposing to utilize one of the signs on the Parcel B Improvements in a manner consistent with the U.S. Secretary of the Interior’s Standards for Rehabilitation. The City will retain ownership of the “Culver” sign. Because the “Culver” sign will be installed on private property, a License Agreement between the City and Combined is needed. The License Agreement will require Combined to restore, install, and maintain the “Culver” sign at Combined’s expense, and to maintain insurance for the replacement of the Sign if damaged.
Additionally, the following agreements will be negotiated and executed at the close of escrow of the Successor Agency’s sale of Parcel B to Combined:
1. Reciprocal Easement Agreement - This agreement will be negotiated and entered into by and between the City and Combined by the close of escrow for the sale of Parcel B to Combined, and will provide reciprocal easements for joint access across and within Parcel B and the City Parcel because the parking is constructed across the common property line. This agreement provides the legal framework for the access, use, maintenance, insurance, repair and operation of the parking improvements. This agreement will also provide certain easements over the Town Plaza Expansion Improvements on the City Parcel
2. Shared Use Agreement - Once the Public Improvements are constructed as proposed, users of the parking beneath Parcel B and the City Parcel, and users of The Culver Studios parking will have to cross and access the City Parcel for ingress/egress purposes. Therefore a Shared Use Agreement will be negotiated by and between the City, Combined and The Culver Studios, and entered into by the close of escrow of the sale of Parcel B from the Successor Agency to Combined. This agreement provides the legal framework for the access, use, maintenance, insurance, repair and operation of the various parking and access improvements.
Budget Amendment
A budget amendment is required because of the increased cost of constructing the Public Parking Improvements ($6.3 million) and the Culver Boulevard Access Improvements to serve The Culver Studios and Parcel B (since the Culver Boulevard Access Improvements were not contemplated in the original project).
Environmental Determination
Pursuant to Sections 15162 and 15168 of the California Environmental Quality Act (CEQA) Guidelines, the City Council determined the actions in approving the DDA, which provides for the design and construction of the Parcel B Project, the Public Parking Improvements, and the Town Plaza Expansion Improvements and the sale of the Parcel B property, are within the scope of the Town Plaza Final Supplemental Environmental Impact Report (FSEIR) approved on May 3, 1999. The circumstances under which the FSEIR was prepared have not significantly changed, and no new information of substantial importance has been found that would impact the FSEIR. Therefore, no new or additional environmental analysis is required.
FISCAL ANALYSIS:
The estimated construction cost for the Public Parking Improvements and the Town Plaza Expansion Improvements is approximately $9.5 million ($6.3 million + $3.2 million respectively). In order to proceed with the Town Plaza and Parcel B project, approximately $770,000 in Tax Exempt Bond proceeds must be reprogrammed. Specifically, $347,800 from the contingency budget and $422,200 from the Washington AIP Phase IV project budget must be reallocated to the Town Plaza Parking project budget. This will result in a total budget for the Town Plaza Parking project of $6.3 million.
The budget for the Town Plaza Expansion Improvements remains at $3.2 million. This amount was previously approved by the City Council. Anticipated costs are as follows:
|
Landscape design: |
$ 74,030 |
|
Other engineering: |
$ 40,000 |
|
Construction management: |
$ 113,428 |
|
Construction estimate: |
$2,721,675 |
|
Insurance and bonds: |
$ 56,970 |
|
Hard cost contingency: |
$ 193,897 |
|
TOTAL |
$3,200,000 |
The Payment Agreement between the City and The Culver Studios obligates The Culver Studios to advance to the City the sum of approximately $6.0 million, which consists of the following line items:
Construction $3,689,854
Utility Relocation $1,500,000
Other Offsite Costs $ 250,000
Subtotal $5,439,854
Subtotal Soft Costs $ 453,598
Subtotal Other Costs (Conting., Mgmt Fee, Insurance) $ 860,083
Subtotal Ramp Fee - Management Fee Credit ($ 775,738)
Total $5,977,797
All of this amount will be passed through to Combined pursuant to the City’s payment obligations under the proposed Development and Construction Contract.
The Reciprocal Easement Agreement, Shared Use Agreement and Culver Sign License Agreement do not impart any construction financial obligations on the City, but the Reciprocal Easement Agreement and Shared Use Agreement will obligate certain ongoing maintenance and operations costs on the City. The ongoing maintenance and operating costs are anticipated to be offset by income generated from the 100 parking spaces.
ATTACHMENTS:
1. Parking Structure Plans
2. Town Plaza Expansion Plans
3. Reimbursement Agreement Related to Design Service for the Parcel B Improvements and Public Improvements
4. Reimbursement Agreement Related to Design Services for the Town Plaza Expansion
5. Payment and Performance Agreement by and Between The City of Culver City and the Culver Studios Owner LLC
6. Development and Construction Contract for Public Improvements
7. Culver Sign License Agreement
8. Proposed Resolution
RECOMMENDED MOTION(S):
That the City Council:
1. Adopt a Resolution relating to compliance with the California Environmental Quality Act;
2. Approve the revised design for the Town Plaza Expansion Improvements;
3. Approve the revised design for the Public Parking Improvements;
4. Approve the conceptual design of the Culver Boulevard Access Improvements;
5. Authorize the City Manager to approve minor, non-material changes to the designs for the Town Plaza Expansion Improvements and the Public Parking Improvements;
6. FOUR-FIFTHS VOTE REQUIREMENT - Approve a budget amendment to reallocate and appropriate tax-exempt bond proceeds to construct the Town Plaza Expansion Improvements and Public Parking Improvements;
7. Approve and authorize the City Manager to execute the following agreements implementing various aspects of the Disposition and Development Agreement between the City of Culver City, Combined Pacific/Hudson 9300 Culver, LLC (“Combined”) for the development of the Parcel B Improvements and the Public Parking, Town Plaza Expansion, and Culver Boulevard Access Improvements:
• Reimbursement Agreement Relating to Design Services for the Town Plaza Expansion Improvements;
• Reimbursement Agreement Relating to Design Services for the Parcel B Improvements and the Public Improvements;
• Development and Construction Contract For Public Improvements;
• Culver Sign License Agreement.
8. Authorize the City Manager to execute on behalf of the City the Reimbursement Agreements, the Development and Construction Contract, and the Culver Sign License Agreement, together with such minor revisions as may be approved by the City Manager and the City Attorney;
9. Approve and authorize the City Manager to execute on behalf of the City a Payment and Performance Agreement and Backup Easement Agreement between the City of Culver City and The Culver Studios for the Culver Boulevard Access Improvements to provide access under Parcel B and the Town Plaza Expansion Parcel to The Culver Studios existing on-site parking spaces, together with such minor revisions as may be approved by the City Manager and the City Attorney.
10. With the concurrence of the City Attorney, authorize the City Manager to negotiate and approve minor revisions to all of the above agreements as deemed appropriate by the City Manager.
11. Authorize the City Attorney and City Special Counsel to review/prepare the necessary documents;
12. Authorize the City Manager to execute such documents on behalf of the City.