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SA - Adoption of a Resolution Approving, and Recommending to its Oversight Board Approval of, (1) the Sale and Transfer of Certain Real Property Located at 8801 and 8803 Washington Blvd., 8829, 8831, 8839, 8841 and 8843 Exposition Blvd., and 8824, 8825, 8828, 8830-8834, 8836, 8838, 8840, 8842 and 8846 National Blvd., Culver City, CA (collectively, the Property), to Culver Station, LLC (Developer), in Accordance with the Terms of that Certain Commitment Letter dated January 31, 2012, as Implemented by that Certain Implementation Agreement (Washington National), dated as of October 21, 2014 (as Amended), Pursuant to the Authority of the Long Range Property Management Plan Approved By The California Department Of Finance On March 18, 2014; (2) the Grant Deed to Effectuate Said Disposition of the Property; (3) the Successor Agency’s Remittance of the Net Purchase Price Proceeds Received by the Successor Agency After Close of Escrow to the Los Angeles County Auditor-Controller for Disposition to Taxing Entities; and (4) all Related Actions.
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Meeting Date: December 5, 2016
Contact Person/Dept: Glenn Heald
Todd Tipton / CDD
Phone Number: 310-253-5752
310-253-5783
Fiscal Impact: Yes [] No [X] General Fund: Yes [ ] No [X]
Public Hearing: [] Action Item: [X] Attachments: [X]
Commission Action Required: Yes [] No [X] Date:
Public Notification: (E-Mail) Meetings and Agendas - Successor Agency (11/28/16).
Department Approval: Sol Blumenfeld, Assistant Executive Director (11/23/16)
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RECOMMENDATION:
Staff recommends the Board of the Successor Agency to the Culver City Redevelopment Agency (Successor Agency) adopt the proposed Resolution (Attachment No. 1) approving, and recommending to its Oversight Board approval of, (1) the sale and transfer of certain real property located at 8801 and 8803 Washington Blvd., 8829, 8831, 8839, 8841 and 8843 Exposition Blvd., and 8824, 8825, 8828, 8830-8834, 8836, 8838, 8840, 8842 and 8846 National Blvd., Culver City, CA (collectively, the Property), to Culver Station, LLC (Developer), in accordance with the terms of that certain Commitment Letter dated January 31, 2012, as implemented by that certain Implementation Agreement (Washington National), dated as of October 21, 2014 (as amended), pursuant to the authority of the Long Range Property Management Plan approved by the California Department of Finance on March 18, 2014, (2) the Grant Deed to effectuate said disposition of the Property (Attachment No. 2), (3) the Successor Agency’s remittance of the net purchase price proceeds received by the Successor Agency after close of escrow to the Los Angeles County Auditor-Controller for disposition to taxing entities, and (4) all related actions.
BACKGROUND:
On June 28, 2011, the Governor of California signed into law Assembly Bill No. X1 26 (2011-2012 1st Ex. Sess.) (referred to herein as Dissolution Act), making certain changes to the California Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) (the Redevelopment Law) and to the California Health and Safety Code (H&S Code) including adding Part 1.8 (commencing with Section 34161) (Part 1.8) and Part 1.85 (commencing with Section 34170) (Part 1.85) to Division 24 of the H&S Code.
On January 31, 2012, following a publicly issued request for proposals, Developer’s predecessor-in-interest, Lowe Enterprises Real Estate Group, a California corporation (Original Developer), was selected to negotiate an agreement with the City of Culver City (City) regarding the acquisition and development of the Property and adjacent City-owned property. City and Original Developer entered into that certain Commitment Letter Agreement dated January 31, 2012 (Original Agreement, which is referred to as the “Purchase Agreement” in the Successor Agency’s Long Range Property Management Plan approved by the DOF on March 18, 2014). Thereafter, City, Successor Agency and Original Developer entered into that certain Implementation Agreement (Washington National) dated as of October 21, 2014 (Original Implementation Agreement) to implement the Original Agreement. By that certain Assignment and Assumption Agreement, dated as of December 2, 2014, by and between Original Developer and Developer (Assignment and Assumption Agreement), and with the consent of City, Original Developer assigned its rights and obligations under the Original Implementation Agreement to Developer. The City, Successor Agency and Developer amended the Original Implementation Agreement through the First Amendment to Implementation Agreement (First Amendment) executed on April 30, 2015 and further amended the Original Implementation Agreement through the Second Amendment to Implementation Agreement (Second Amendment) executed on July 31, 2015. The Original Implementation Agreement, as assigned to and assumed by Developer via the Assignment and Assumption Agreement, and as amended by the First Amendment and the Second Amendment, shall be referred to herein as the “Implementation Agreement”.
DISCUSSION:
The Property is proposed to be sold by the Successor Agency to the Developer in accordance with the terms of the Original Agreement and the Implementation Agreement, and pursuant to the Successor Agency’s Long Range Property Management Plan approved by the DOF on March 18, 2014.
The Property, APNs 4312-014-270, 4312-014-271, and 4312-014-900 through 4312-014-919, is approximately 96,827 square feet (2.22 acres) in eastern Culver City, bordered by the Culver City boundary to the north, National Boulevard to the east, Washington Boulevard to the south, and Los Angeles Country Metropolitan Transportation easement to the west. The Property is zoned Planned Development (PD). The Property is included in the Successor Agency’s Long Range Property Management Plan submitted to the DOF in July 2013 (and revised and resubmitted to the DOF in March, 2014) as “Property to be Sold,” reflecting the Property’s intended sale from the Successor Agency to the Developer for the development of a transit-oriented development project. On March 18, 2014, the DOF authorized the sale of the Property from the Successor Agency to the Developer pursuant to the Long Range Property Management Plan.
Upon the Successor Agency Board’s adoption of the proposed Resolution, a separate resolution directing the sale of the Property will be submitted to the Oversight Board for adoption on or about December 8, 2016, and subsequently to the DOF for review and approval.
The Grant Deed, in substantial form as attached, will effectuate the disposition of the Property from the Successor Agency to the Developer.
ENVIRONMENTAL REVIEW:
On March 14, 2016, the City Council adopted a Mitigated Negative Declaration and a Mitigation Monitoring and Reporting Program, based on an initial study, finding that the proposed transit-oriented development project, with mitigation measures incorporated, will not have a significant adverse impact on the environment.
FISCAL ANALYSIS:
The sale of the Property will generate land sale proceeds of approximately $8.2M, less credits and offsets. Pursuant to the Dissolution Act, net purchase price proceeds that are received by the Successor Agency after the Close of Escrow for the Successor Agency’s sale and transfer of the Property to the Developer in accordance with the terms of the Implementation Agreement will be remitted to the Los Angeles County Auditor-Controller for disposition to taxing entities in accordance with the Dissolution Act. The Successor Agency may seek reimbursement of the incidental costs associated with the proposed sale of the Property through the Escrow or future Recognized Obligations Payment Schedule (ROPS) submissions to the DOF.
ATTACHMENTS:
1. Proposed Resolution.
2. Grant Deed.
MOTIONS:
That the Successor Agency Board:
1. Adopt the proposed resolution approving, and recommending to its Oversight Board approval of, (1) the sale and transfer of certain real property located at 8801 and 8803 Washington Blvd., 8829, 8831, 8839, 8841 and 8843 Exposition Blvd., and 8824, 8825, 8828, 8830-8834, 8836, 8838, 8840, 8842 and 8846 National Blvd., Culver City, CA (collectively, the Property), to Culver Station, LLC (Developer), in accordance with the terms of that certain Commitment Letter dated January 31, 2012, as implemented by that certain Implementation Agreement (Washington National), dated as of October 21, 2014 (as amended), pursuant to the authority of the Long Range Property Management Plan approved by the California Department of Finance on March 18, 2014, (2) the Grant Deed to effectuate said disposition of the Property (attachment no. 2), (3) the Successor Agency’s remittance of the net purchase price proceeds received by the Successor Agency after close of escrow to the Los Angeles County Auditor-Controller for disposition to taxing entities, and (4) all related actions.
2. Direct the Executive Director to take actions and to execute all documents, instruments, and agreements necessary or desirable on behalf of the Successor Agency in order to implement and effectuate the sale and transfer of the Property to the Developer in accordance with the Original Agreement and the Implementation Agreement, and to effectuate all other actions approved by the resolution, and to administer the Successor Agency’s obligations, responsibilities, and duties to be performed pursuant to the resolution and all documents, instruments, and agreements required by and for the sale and transfer of the Property from the Successor Agency to the Developer.