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09/19/2000, 3 - APPROVAL OF MEMORANDA OF UNDERSTANDINGS FOR COPELANDS/FRENCH AND CHINATOWN HISTORIC DISTRICT/COURT STREET PROJECT
council 919 jot j agenda nepout 3 CITY OF SAN LUIS 08 ISP O FROM: John Dunn, Prepared By: Shelly Stanwyck,Economic Development Manager$ � SUBJECT: APPROVAL OF MEMORANDA OF UNDERSTANDINGS FOR COPELANDS/FRENCH AND CHINATOWN HISTORIC DISTRICT/COURT STREET PROJECT CAO RECOMMENDATIONS 1. Approve a Memorandum of Understanding(MOU)with Chinatown-Court Street Partners, LLC,which outlines the principles for several property transactions,predominately the purchase and sale of City owned property. 2. Approve a second MOU with Chinatown-Court Street Partners,LLC,which outlines the principles for the purchase and sale of property presently owned by Copelands' Properties, LLC and the George O. and Mary E.French Family Trust. 3.Authorize staff to hire a contract planner for a period of eighteen months to"back fill"the current duties of the City's Associate Planner assigned to work on this project with the direct cost of work on the project paid for by the Chinatown-Court Street Partners, LLC. REPORT-IN-BRIEF This report is the result of many months of negotiations authorized by Council to outline the - terms of various property transactions associated with perhaps the most significant proposal ever made for development in the Downtown. Two MOUS provide the intended framework for these transactions. One involves primarily properties owned by the City. The other involves primarily properties owned by Chinatown-Court Street Partners,LLC (referred to in this staff report as "Copelands'). As with any major project,the MOUS acknowledge and attempt to anticipate potential issues that inevitably arise. The key features of the MOUS are as follows: ■ Definition of property transactions ■ Discussion of project phasing. ■ Assurances for Palm Street air rights purchase and development of the Chinatown Historic District ■ Responsibility for parking development costs ■ Construction of Palm Street underground parking garage ■ Reciprocal easement agreement ■ Payment of third party costs by the Copelands ■ .. Discussion of residential development Conditions precedent to closing escrow ■ Discussion of City's purchase options of the Copelands' property ■ The Copelands' right of first refusal and right to repurchase their property 3-1 Council Agenda Report—Chinatown/Court Street and Copeland/French MOUS Page 2 The project has many risks but it also has many rewards. Many of the risks involve unknowns, such as the assurance that the Chinatown Historic District will be completed. Other risks involve the City's future obligations. Three specific examples are:providing parking for the new demand generated by the project,replacing the offices at 955 Morro Street, and satisfying the significant financial obligation the project generates. The project,if successful will accomplish many City goals and polices. Possible rewards include obtaining the City's desired objectives of adding needed space for retail,restaurant/food and office uses,and implementing smart growth policies that will enhance the Downtown. The project represents our best chance, in the short- term of achieving many of the community's highest aspirations for the Downtown. The MOUS are non-binding. They are intended to provide both the City and the Copelands with a clear sense of each other's respective commitments and requirements prior to malting the substantial investments in time and money that this project will surely demand of both parties. Once the MOUS are approved,the next steps will be for the Copelands to file their development application and begin the formal development review process. Archeological, environmental and other necessary studies will be undertaken as well however,regulatory issues are not addressed by the MOUS as they belong in the development review process. DISCUSSION Background Presently, Downtown San Luis Obispo is a thriving commercial district. Both local and regional government facilities are centered in Downtown. Downtown is where people go to work, shop, dine,be entertained and to simply gather and enjoy the company of friends and family. Downtown's continued success depends on its ability to evolve and change. To maintain its vitality and stay competitive locally and regionally,the involvement of residents,business owners, and the City is necessary. Many City goals and policies recognize the importance of Downtown to our community. These goals and policies are contained in both the General Plan and the Downtown Physical Concept Plan(Attachment 1 -John Dunn's July 2000 Memo to Council and Planning Commission, The Importance of Downtown to the City). In February 1999,in response to Council's request to analyze the impacts of retail development of the Dalidio Property on the Downtown,PCR/Kotin produced an economic analysis of Downtown. PCR/Kotin suggested that retailing in Downtown as a whole could benefit from additional expansion. Selected chain store tenants,requiring floor areas ranging from 5,000 to 10,000 square feet or more,would meaningfully enhance Downtown's retail presence. Those types of retail opportunities in Downtown would require land reuse or assemblage to create opportunities not currently available. In September, 1999, Chinatown-Court Street Partners, LLC presented a conceptual proposal to the City entitled"Chinatown-Court Street:A Vision for the Future of Downtown San Luis Obispo, California, Inspired by its Past"(Attachment 2). The concept presented the opportunity to utilize Downtown properties,mainly surface parking lots,primarily owned by either the City or the Copelands, and put them to more active uses. When complete,many community goals would be meet. However,the project could not be accomplished without the use of land&ad Council Agenda Report—Chinatown/Conn Street and Copeland/French MOUs Page 3 by both the Copelands and by the City. Under these conditions,in October 1999, Council authorized entering into exclusive negotiations with the Copelands to allow the City and the Copelands to outline the terms of the agreements which would provide the basis for the various property transactions. Due to the complexity of the property transactions involved,the negotiations took longer than originally anticipated. The negotiations are now complete and the purpose of this staff report is to outline the terms of the agreements recommended for approval. The City negotiating team has consisted of John Dunn,CAO,Jeff Jorgensen, City Attomey,Allan Kotin(PCR/Kotin), Economist, and Shelly Stanwyck,Economic Development Manager. The City also created a Steering Committee comprised of the members of the City Negotiating Team as well as the ACAO,Community Development Director,Finance Director and Public Works Director who met throughout the negotiations. The Copeland negotiating team has consisted of Tom Copeland,Jim Rabe,Economist,Mark Rawson,Architect and Marty Tangeman,Attorney. Properties Involved In Transactions The properties involved are referred to as Court Street,Monterey Street,Palm Street and Copeland/French. Attachment 3 is a diagram of all of the properties involved in this transaction. The following table presents an overview of the property transactions. Court Street Palm Street Monterey Street Copelandi French Owner city ICi C' Copelands Buyer -Copelands City and Copelands Copelands city What Is Being ApproAmately 30,000 s.f. 1.If owned by the Appro)dmately 10,000 Either Parcel A, Bought? of the Court Street lots Copelands(and relocation s.f.of the parking ramps 12,718 s.f. and 2,700 s.f.of Court issues are resolved)the flanking the historic or Street-Right-of-Way City will buy the Yung building occupied by Parcels A and B, Property located on Palm Musids. 17,095 s.f. Street 2 The City will pay for subterranean parking constructed by the Copelands under Palm Street 3.The Copelands will buy the air rights to approAmately 40,526 s.t 3-3 Council Agenda Report—Chinatown/Court R+yeet and Copeland/French MOUS Page 4 Court Street Palm Street Monterey Street Copeland/French of Palm Street How Much is $60/s.f.1 for a total of 1.If owned by the $40/s.f.3 for a total of 1.Parcel A,$35 per Being Paid and $1,962,000 Copelands(and relocation $400,000 square foot plus How? issues are resolved)City improvements, pays$625,000 for the $776,700. Yung property. 2.Parcel B,$35 per 2.Copeland buys air square That$153,200. rights over former Yung 3.If City buys Parcels A property at a 50% and B there will be an discount,$312,500. offset for the air rights 3.Copeland buys air purchased by Copeland rights to the top of the new at 65%($99,600)for a parking structure at a 50% total purchase price of discount$1,275,0002 Parcels A and B of $830,300. What are the Retail 45,873 s.f. Retail 17,000 s.f. Retail 20,000 s.f. Public Parking,office, Conceptual Land Office 10,669 s.f. Office 30,000 s.f. retail or municipal Uses? Restaurant/Food Restaurant/Food facilitiess 5,000 s.f. 8,900 s.f. Theatre 9,000 s.f.4 The Memorandums of Understanding There are two Memorandums of Understandings that apply to the property transactions described above. The first, Attachment 4, concerns the following properties: Court Street,Monterey Street and Paha Street and is referred to as the Chinatown/Court Street MOU. The second,Attachment 5 concerns the Copeland/French properties and is referred to as the Copeland/French MOU. L Why two MOUS? The two MOUs evolved naturally during the negotiations. The Chinatown/Court Street MOU primarily involves properties that the City owns and is selling to the Copelands. The Copeland/French MOU on the other hand,primarily involves properties that the Copelands or the George O. and Mary E. French Family Trost(French)own and are selling to the City. 2 Why MOUS and not a Development Agreement? The complexities and commitments associated with these transactions will require a series of agreements ranging from escrow instructions to purchase and.sale agreements to reciprocal easement agreements and eventually a development agreement. At this time,prior to the 1 T6-is fair market value as determined by the Ventura Appraisal Consulting Corporation in an appraisal performed for the City on April 27,2000. 2 The cost is fair market value,plus the value of the building located at 955 Morro Street less the discount of 50%for the pmcbase of air rights. 3 This is fair market value as determined by the Ventura Appraisal Consulting Corporation in an appraisal performed for the City on April 27,2000. 4 Residential uses are desired but certain issues must be resolved 5 The square footages of the conceptual uses are not yet determined. They will be deterred before the close of eseraa�folie purchase- J �'F Council Agenda Report—Chinatown/Court Street and Copeland/French MOUS Page 5 development review process,it is premature to negotiate those other documents. The purpose of the MOUS is to provide the City and the Copelands with an outline—that is non-binding—that will guide the creation of all of the other documents necessary to complete these transactions. 3.Do the MOUS mean project approval? No. All of the uses for the properties are subject to the normal development review process. Upon submission of plans,the project will begin the normal regulatory process. What the City has dealt with up to this point has been its proprietary role rather than its more normal regulatory role. 4. What Are the Bey Features of the Chinatown/Court Street MOU? a.Definition of the property transactions The Chinatown/Court Street MOU involves the purchase and sale, either of land or air rights of the Court Street,Monterey Street and Palm Street Properties. b. Project Phasing If the project is approved,the intent is to construct it in four phases (Attachment 6 shows the intended phasing). The first phase will be Court Street. The second will be the Palm Street underground parking garage. The third phase will be the development of the Monterey Street parcels. The fourth and final phase will be the construction of improvements above the Palm Street underground parking garage,the Chinatown Historic District. Each phase involves distinct property areas with different starting points. Some of the phases are likely to run concurrent with others, MOU§§4.2 and 4.3. c. Assurances for Chinatown Historic District and Palm Street air rights purchase In theory, at the close of escrow 6, the properties to this transaction will be bought and sold. It is likely at that time,because of the phasing, that only Court Street and the Palm Street underground parking garage will be ready to begin construction. Because it will not be under construction at the close of escrow,there is no absolute guarantee that the fourth phase,the construction of improvements on top of the underground garage, the Chinese Historic District will be built. The Chinatown/Court Street MOU contains a series of provisions, MOU§§3.4-3.9,that are intended to provide some assurances and incentives so that the Chinatown Historic District will be built within five years of the close of escrow. If construction does not begin within five years after the close of escrow,the City has the right to buy back the property at a 20%discount of the amount paid by the Copelands to the City. Under that circumstance,the City would also have the rights to any construction plans so that it or another developer can complete the project. s Close of escrow will be that time when the Court Street,Monterey Street,Palm Street and Copeland/French properties are simultaneously purchased and sold by the City and Copeland to each other—this will not occur until all.regulatory appgvakare received. J Council Agenda Report—Chinatown/Court Street and CopelandNrench MOUs Page 6 The assurances described should not be taken to imply that the Copelands do not intend to build the Chinatown Historic District. Rather they are an acknowledgement of the unpredictability that surrounds development projects and are an attempt to give both the City and the Copelands the tools necessary to deal with those uncertainties in the event they arise. d. Responsibility for Parking Costs New uses will create new demands for parking. During the various phases of the project the parking availability and deficit will vary. Attachment 7 is an analysis of the parking availability at the end of each phase. Consistent with the City's current policies,the Copelands will meet the requirements for the new parking demands created in the commercial core zone by paying in-lieu fees of$4,000 per space. In addition to paying the in-lieu fees,the Copelands are taking on the responsibility to design and construct the Palm Street underground garage. The City is taking on the risk and financial obligation of developing new parking facilities, in addition to the Palm Street underground garage, to meet existing and new demands. A location for these new facilities has not yet been determined. e. Construction of Palm Street Underground Garage MOU § 2.6 outlines the Copelands' obligation to construct the Palm Street underground garage. Before constructing the Palm Street underground garage, the Copelands must provide the City with a final construction contract with a fixed price for all work, materials and contingencies. The construction price for the garage is currently estimated to be$5,597,782. This cost does not include the engineering and costs associated with making the garage strong enough to serve as the foundation for the air rights improvements; those will be bome by the Copelands. If the final contract cost exceeds this current estimate, either party may elect to terminate the project. f. Reciprocal Easement Agreement(REA) Under the terms of the Chinatown/Court Street MOU,the City shall own the ground and the underground parking which provides the support mechanism for the Copelands' development of a Chinatown Historic District. It will be necessary for the City and the Copelands to enter into a Reciprocal Easement Agreement to ensure that the use and maintenance of the underground garage and surface development are compatible. MOU Forbibit 4 provides an outline of the terms that will be contained in the REA. g. Payment of Third Party Costs by the Copelands If adopted,the MOU has provisions that require certain third party expenses to be paid by the Copelands,MOU Exhibit 6. The expenses are limited to additional costs incurred in conjunction with the processing of the project and could include the costs for Allan Kotin, our economic consultant, as well as special legal counsel retained to assist in drafting various documents. Lastly,the Copelands will pay the costs of additional planning staff hired specifically to.expedite the review process for this project in various City departments. 3-6 Council Agenda Report—Chinatown/Court Street and Copeland/French MOUS Paee 7 h. Residential Development Presently in California it is very difficult to construct condominiums. Pending litigation may resolve the issues and concerns limiting condominium developments. Because of this and several other unresolved issues,residential housing was not included in the most recent concept for this project. It is however,both the City's and the Copelands' desire and intent to incorporate residential housing into the Chinatown Historic District if it is feasible to do so,MOU§1.6.1. i. Conditions Precedent to Closing Escrow A long list of conditions must be satisfied prior to the close of escrow and transfer of properties. Some of the conditions precedent to closing include: The Copelands having approved plans, a building permit, and evidence of financing. for Court Street and Monterey Street;the Copelands having approved plans, a building permit for the Paha Street underground garage, and a guaranteed maximum contract with the City for its construction. These conditions precedent are described more particularly in MOU §3.10. j.Non-Binding Nature of Chinatown/Court Street MOU As previously discussed,the Chinatown/Court Street MOU is a non-binding agreement, MOU §10. 5. What are the key features of the CopelandTiench MOU? a. Property Transactions and Possible City Uses for the Property The Copeland/French MOU is intended to provide two options for purchasing different amounts of the Copeland/French properties. Simply put, the City will either buy Parcel A or Parcels A and B as shown in Attachment 8. The Copeland/French MOU does not specifically establish the property being purchased in order to preserve the maximum flexibility for the City. The City has not yet determined the intended use or uses for the property. The City may choose to construct offices on Copeland/French to replace those being lost at 955 Morro, or it may choose to construct underground parking on the property in addition to offices. The amount of property needed will be defined by the City's intended use. Generally, if the City were to provide office use only,then it would buy Parcel A. If the City finds that it is desirable to put underground parking beneath its office development,then it would buy Parcels A and B. The City will need to use the time from the execution of the Copeland/French MOU to the closing of escrow, to determine what uses(of which there are many possible uses in addition to offices and parldng)it will pursue and which Parcel(s)it will buy. b. If the City buys Parcels A and B, Copeland will purchase air rights to Parcel B at 65% *of the fair market value. The Copelands have plans to seismically retrofit their building on Monterey Street by adding new construction to its rear,thereby stabilizing the existing unreinforced masonry structure. Separate from this transaction,they have been pursing options for additional pedestrian access in the area- As a result,like the City,they require flexibility as 3.7 Council Agenda Report—Chinatown/Court Street and Copeland/F Tench MOUS Page S Parcel B,MOU §§1.1, 1.2 and 1.9-1.12. If the City purchases Parcel B, the Copelands will s�_rchase the air rights to it at 65%of the appraised fair market for a total net price for Parcel B (4.377 square feet)of$53,600. c. The Copelands Right of First Refusal and RigVt to Repurchase The Copelands will retain a right of first refusal and right to repurchase the property if the City chooses not to develop it within five years,Copeland/French MOU§§1.10 and 1.11. The Copelands have a very strong interest in insuring that the uses adjacent to the Chinatown Historic District are compatible and complimentary. The Potential Risks and Rewards If the MOU and the Copeland/French MOU are approved,this project will require substantial involvement by the City over the next several years. Staff involvement will range from the usual functions of development review to the continued involvement by the City Administrative Office, City Attorney and Economic Development Manager whose expertise will be needed in completing the documentation(and by implication additional negotiations)necessary to close escrow and complete the purchase and sale of all of these properties. The project has many unknowns. Many of the unknowns will be examined further during the development review process. The project also has the potential to achieve significant community goals. It will help Downtown San Luis Obispo remain the vital,vibrant heart of our community. It is up to Council to determine if the potential risks are worth taking to achieve the potential rewards. Staff believes that the potential rewards outweigh the risks. However, staff also believes that the risks should be fully understood prior to approving the MOUS. What Are Some of the Potential Risks? 1. The City will have a significant parking deficit and may not have a near term solution. Several existing surface parking lots will be removed and partially replaced by the Pahn Street underground garage. New parking demands will be created by the new uses constructed on the current surface parking lots. As previously described in Attachment 7, at the end of Phase 4, essentially when the project is complete,there will be a new demand for at least 342 new spaces. The City does not yet have a solution for the location for the parking necessary to satisfy the new demand. 2.The City may not have a solation for the replacement of offices at 955 Morro. Today,the City's Public Works and Utilities Departments occupy the building at 955 Morro Street. The building at 955 Morro, a non-historic brick structure,will have to be removed to construct the underground parking garage. The Utilities Department will soon occupy the former Call America building on Morro Street. However,no specific solution for the relocation of the Public Works Department has yet been identified. For operational reasons,it is important that Public Works remain,to the extent possible,physically close to City Hall. There are solutions to this problem, however none have been selected, and all vary in cost and scope. Engaging in decision making about the future home of Public Works will need to be an early priority following approval of the MOUS. 3-8 Council Agenda Report—Chinatown/Court Street and Copeland/French MOUs Page 9 3.There may be cumulative,incremental concessions,which together would have a significant impact. The MOUS are non-binding agreements. They establish the framework within which the Copelands and City intend to operate. As with any project, this is sure to have its share of surprises and unexpected issues. The MOUs are an attempt to provide responses to those surprises. However, it is likely there will be times that the parties will want to refine the agreements. Small changes may seem minor,but cumulatively they may have significant impacts. Wherever possible,incremental concessions should be avoided, as the difficulties in creating these two MOUs has been in determining the proper balance of public and private interests. 4.The City has a significant fiscal obligation as a result of these transactions and a major economic downturn could have a negative impact on the project and the City's fiscal health. The fiscal impacts of the project are further discussed later in this report. 5.Although assurances have been made,there is no absolute guarantee that the Chinatown Historic District will be built. This matter has been previously discussed. 6.There are many archeological unknowns and the costs could be significant. It is unknown to what extent the sites will require remediation of historically or archeologically significant materials. The City is in the process of reissuing the request for proposal(RFP) for the testing of the sites and the development of a mitigation plan. After the testing phase is complete, the City will have a better understanding of how expensive the recovery phase will be. 7.The costs for the Palm Street underground parking garage could exceed the MOU estimate. If the costs are too high, either party may elect to not complete the transaction. The costs for the underground parking are dependent in part on the archeological costs. 8.Residential uses might not be built The difficulties with residential construction have been discussed. It is the Copelands hope,with the City's strong encouragement,that residential housing be constructed in the Chinatown Historic District,but it is not guaranteed. 9.There are uncertainties with the Copelands' purchase of the Yung property. There may be legal or financial obstacles that prevent the purchase of the Yung property by the Copelands. Some of the Potential Rewards The potential project rewards are many and significant. In short,the project represents our single best chance in the short-term of achieving many of our highest aspirations for the Downtown, including: 1.The project will accomplish many formally adopted City goals and policies. 2. The project is an opportunity to implement smart growth policies through compact, mixed-use,infill development that uses existing land resources efficiently. This project is consistent with the Seven Principles of Smart Growth and New Urbanism outlined by Doug Losher,Main Street National Trust for Historic Preservation, at the Council's August Study Session with the Downtown Association, (Attachment 9). Infill development will happen Council Agenda Report—Chinatown/Court Street and Copeland/French MOUS Page 10 existing surface parldng lots that will be put to mixed-use including retail, office,restaurant/food, and possibly residential. 3.There will be new retailing opportunities. As noted in the 1999 PCR Kotin Study, in order to remain regionally competitive,Downtown needs new, larger(5,000 square feet to 10,000 square feet or more)retail spaces that can be occupied by chains, franchises, and independents. Chains and franchises provide the needed name recognition to serve as anchors to the independent merchants in the Downtown. It is much better for the Downtown to have them in Downtown,rather than in other commercial locations in San Luis Obispo. 4.There will be new opportunities for new restaurants and entertainment facilities. As with retailing opportunities, it is very important that additional restaurant and entertainment spaces be added to the Downtown. They both provide the opportunity for increased social and cultural experiences in Downtown which residents strongly desire and which our policies support. 5.The project will provide much needed relief for high demand professional office space. Many of the professional and service businesses in San Luis Obispo cannot find the office space necessary for their new or expanding businesses. The demand for office space in the City, and in particular in the Downtown near City and County offices and the Courts, far exceeds the supply. The new office space could provide relief for both the private and public sectors. 6. The project could have subtle beneficial impacts on other Downtown properties. One of the benefits of any revitalization project is that the neighborhood as a whole improves itself. It may r-., simple improvements like a fresh coat of paint or new awnings or more complex imprc.vements like the seismic retrofit of unreinforced masonry buildings. The project will incre:se property values and encourage property owners to improve and maintain their properties. Monterey Street properties in particular will benefit from these potential changes. 7.The project would expand and celebrate the Chinatown Historic District. We have a unique opportunity to create new buildings inspired by the past. The project is an opportunity for the City to celebrate our history in a positive manner. 8. New residential housing could be available in Downtown. The General Plan strongly encourages new residential housing in Downtown. This is the first opportunity for new housing in the commercial core. 9.There is the potential for the expansion of City offices and other municipal facilities. The Copeland/French site offers the opportunity for the City to construct both replacement offices for Public Works and additional offices for itself or other government agencies. It has been a long- term..City objective to retain City and County offices in the downtown. 3-10 Council Agenda Report–Chinatown/Court Street and Copeland/French MOUs Page 11 FISCAL U"ACTS The project that is envisioned by the Copelands is analogous to a redevelopment project. Cities with redevelopment agencies have funding mechanisms(essentially they capture tax increments and use them to provide subsidies and/or land write downs)to offset the financial impacts of major projects. Redevelopment agencies even offer inducements or subsidies to create new multi-use projects. In this large scale,mixed-use project,the City is functioning similarly to a redevelopment agency without the benefit of a finding mechanism separate from the General Fund. However,through a combination of other funding strategies set forth in the MOUS, notably the use of the Parldng Fund to purchase parldng,the General Fund is not only protected but could be enhanced. Costs of Ps ridng Improvements and Replacement of City Offices The following summarizes building costs and funding sources for parldng improvements and replacement of City offices: d Acquisition and Construction Costs Palm Underground Parking Garage(259 spaces,including ng Yung property) 6,223,000 Other Parking(342 spaces) 6,498,000 Replacement of 955 Morro Offices Interim and Lon Tenn Solution Costs 1,902,000 Total Costs $14,623,000 Funding Sources Parking in-Lieu Fees(314 spaces @$4,000 each per current city policy), 1,256,000 Net Proceeds from Sale of Land and Air Rights 3,949,500 Available Parking Fund Working Capital 3,300,000 Proceeds from Debt Financing 6,117,500 Total Funding Sources $14,623,000 As reflected above, City land acquisition and construction costs for parldng ($12.7 million) and replacement of City offices at 955 Morro ($1.9 million) are $14.6 million. This cost is partially offset by$5.2 million from the sale of City property and air rights ($3.9 million) and parldng in- lieu fees paid by the Copelands ($1.3 million). This results in a net cost to be financed by the Parldng Fund of$9.4 million. Of this amount, $3.3 million can be funded from worldng capital already available in the Parldng Fund. This leaves a remaining balance of$6.1 million to be funded by the sale of bonds. Annual net debt service costs to repay these bonds will be about $468,000. Funding Availability and Current City Policy We have prepared a detailed five-year forecast of Parking Fund costs, revenues and changes in worldng capital, Attachment 10. Based on this analysis, the additional debt service cost—along with.operating costs for the new structures and after accounting for lost revenues from the surface lots and new revenues from the shuctures--can be funded within existing sources and 7 The propos parking spaces(601)replace existing public parking on the Court street and Palm/Monterey sulfacJ-tgff spaces)and meet the increased parking requirements for the new development(314 spaces). Council Agenda Report—Chinatown/Court Street and Copeland/French MOUS Page 12 adopted rates, assuming that the revenue programs already set forth in the Draft Parking and Downtown Access Plan are implemented. In placing these costs in context, it is important to note that they are driven by existing City policy(adopted in 1987)which encourages Downtown redevelopment by allowing parking requirements to be met by paying an lieu fee of$4,000 per space rather than constructing on-site parling. From this perspective,the parling costs associated with the proposed project have always been inherent in the City's downtown plans and parting funding strategies. In short, while this project accelerates the City's funding obligations, it does not create new ones. Favorable General Fund Impacts The financing costs discussed above relate to the Parling Fund's financial responsibilities. However, the General Fund directly benefit from this project. At full build-out, PCR/Kotin (the City's economic advisor for this project) estimates that the Chinatown Historic District/Court Street project will generate about $390,000 annually in sales tax revenues. Of this amount, 60% to 70% is net new revenue to the City after considering transfer effects, resulting in net annual sales tax revenues of$235,000 to $275,000. While there will be incremental ongoing costs associated with providing City services to this project, these will be more than offset by increased revenues from other sources such as property,business and utility users taxes. Costs of Copeland/French Properties As summarized below, the "net" cost to the City to purchase both Parcels A and B is $830,300: $776,700 for the property to be purchased in fee (Parcel A); and $53,600 for the optional "ground" property (Parcel B) after accounting for the air rights offset of 65% ($153,200 less $99,600). Square Feet Price' Parcel A:Land and Improvements 12,718 776,700 Parcel B:Land 4,377 153,200 Total:Parcels A and B 17,095 929,900 Less Purchase or Offset for Air Rights Purchased by Developer@ 65% of Parcel B Pursuant to Section 1.8 (99,600) Net Total:Parcels A and B $ 830,300 The purchase of this property will be a General Fund cost responsibility. No specific finding source has been identified for this purchase at this time. Depending on future site uses, the proceeds set aside for replacement of 955 Morro ($1.9 million) from the Chinatown Historic District/Court Street property sales may be used to help fund this purchase. If the Council approves the Copeland/French MOU, funding for this purchase will be included in the Preliminary 2001-03 Financial Plan. Development Review Costs. The Copelands will be responsible for paying all normal City fees for developma3ti t2ew Council Agenda Report—Chinatown/Court Street and Copeland/French MOUs Page 13 services (as well as all other fees such as water, sewer and transportation impact fees). Any additional planning staff or contractors hired to expedite the review process for this project in the Community Development, Public Works and other affected departments will be paid for by the Copelands, MOU Exhibit 6. Accordingly, based on our standard fee schedules and the cost reimbursement provisions in the MOU, there should not be any direct fiscal impacts for development review services. As previously discussed,the City is in the process of reissuing the RFP for phase one of the archeological testing of the sites. 'At this point, cost-sharing has not been agreed upon for this work. As such, we will address funding for these services when we return to the Council in eight to ten weeks for contract award. Contract Planner. In expediting the development review process for this project and as well as meeting the current, unprecedented workload in the Development Review Division, we recommend hiring a contract planner for 18 months. The total cost is $98,000. The Chinatown Historic District/Court Street project is likely to account for half of these costs ($49,000). That portion not paid for by the Copelands will be funded from the General Fund (partially offset by our 45% cost recovery from planning fees). Because of the size and complexity of the project, including managing various contracts for archeology and environmental work, we recommend assigning an existing Associate Planner as the permit manager of this project. The contract position could then be used to "backfill" for the workload that would otherwise be assigned to the Associate Planner. Should the Associate Planner have time available, he or she will spend time on permitting and Council assignments. This added half-time resource would be extremely valuable in addressing the heavy permit load the department is currently experiencing. Costs for the balance of the fiscal year (seven months) will be about $38,000. As discussed above, half of this cost ($19,000) will likely be funded by the Copelands; the balance will be funded from departmental carryover and projected staffing savings due to the Community Development Director vacancy. As such, no supplemental appropriation from the General Fund balance is required for 2000-01. The balance of the "net" City costs ($30,000) will be included in the Preliminary 2001-03 Financial Plan. CONCLUSION The MOUS represent a framework for the various property transactions associated with perhaps the most significant proposal ever made for development in the Downtown. We believe the terms of the MOUS are fair to both the City and the Copelands. The MOUS acknowledge the uncertainties that are present at this stage of this project and contain many anticipated responses necessary under these uncertain circumstances. The project presents significant risks to the City. But,it also presents many rewards. For the foreseeable future,this project is our best chance to accomplish the community's aspirations for our Downtown. Approval of the MOUs is therefore recommended. 3-13 Council Agenda Report—Chinatown/Court Street and Copeland/French MOUs Page 14 ALTERNATIVES 1. The Council could reject the proposed MOUs outright and not authorize the hiring of a contract planner. Both MOUS are consistent with current City policies and goals. The terms are consistent with Council's direction for the negotiations. This option should only be selected if the City Council no longer supports the Copelands' project. 2. The Council could provide direction to negotiate farther and/or provide additional information. As discussed,the MOUs provide a framework for the City and the Copelands regarding this project. There are many uncertainties that will have better assurances after further review during the development review process. If Council has concerns or preferences about less significant aspects of the MOUS,these matters can be addressed in the Development Agreement negotiations or, if appropriate, during development review. If Council has major concerns about the MOUS, and would like staff to negotiate further,it will be necessary for Council to clearly state what the concerns are, and how Council would like them addressed. Attachments Attachment 1 - John Dunn's July 2000 Memo to Council and Planning Commission,The Importance of Downtown to the City Attachment 2 - Chinatown-Court Street.A Vision for the Future of Downtown San Luis Obispo, California,Inspired by its Past Attachment 3 - Properties subject to Chinatown/Court Street MOU and Copeland/French MOU Attachment 4- Chmatown/Court Street MOU Attachment 5 - Copeland/French MOU Attachment 6- Project Phasing Attachment 7- Analysis of Parking Availability at the End of Each Phase Attachment 8 - Diagram of Copeland/French Parcels A and B Attachment 9- Summary of the Main Street National Trust for Historic Preservation's Seven Principles of Smart Growth and New Urbanism Attachment 10- Parking Fund Financial Analysis NOTE: The PCR/Kotin Economic Analysis of the Downtown (February 1999) is available for review in the Council Reading File 3-14 Al °vl Wil` council memomnOum July 11,2000 TO: City Council and Planning Commission FROM: John SUBJECT: The —It's Importance to Our City; Our Plan for Its Future The Downtown Physical Concept Plan starts off with this declaration: Downtown San Luis Obispo is Special! Downtown is a vital commercial district; it is the focus of local and regional government, it is the center of our cultural activities and festivals; it is a place where people go to enjoy entertainmen4 dining and music, it is the community's favorite meeting place. When residents were asked in a 1988 survey to name their favorite part of the City, the most common response by far was the downtown and Mission Plaza The success of the downtown is a fragile thing, if not nurtured, it will likely be lost Constant vigilance, ongoing experimentation and visionary leadership are necessary to keep the downtown vital. It is important for all of us that we place the Copeland's current concept, which involves a myriad of complex details, into a larger framework. We should presently take a snapshot of the reality of this portion of the Downtown against our `vision" of what it should become. For without this larger framework, the never-ending permutation of the details, as important as they are, will obscure the big picture. The central, commercial core is the heart and soul of our community, a major contribution to community life, and the"statement"we choose to make as to what we are as community. BACKGROUND: In late 1989, I was asked by the City Council to design a planning process to produce a`physical concept plan" for the Downtown. Out of that exercise came the "two-tiered" process of an intense interplay between a small"design team"and a larger review committee. One of the background documents developed as a starting point for this effort was a summary of discussions held by the Downtown Ad Hoc Committee, authored by the then-Community Development Director Mike Multari. While the full draft is available for review, I have abstracted out certain "downtown principles" which, a dozen years later, seem equally valid today. 3-16 Kt. • Downtown should be seen as a place for community innovation. • Investment should continue to be made in the Downtown in infrastructure, parking facilities,civic and cultural facilities... • The Downtown must remain flexible and adaptive. Subsequently, after the Plan was reviewed by several City advisory bodies and approved by the City Council (May 4, 1993), it contained the following concepts, which are extracted from the Downtown Plan and are relevant to Copeland's current concept: The Plan Vision is to: • Preserve and enhance the Downtown. • Provide a major commercial and business center offering a wide variety of goods and services. • Provide the primary cultural and entertainment center of the County. • Create a major destination point for tourists. • Provide the major congregation center— an enjoyable place to meet others, to celebrate, and to participate in festivities. The Primary Plan Goals are to: • Provide a physical framework to retain and strengthen economic health and provide for future growth. • Give pedestrians priority;open up new pedestrian routes in the middle of the blocks. • Produce parking structures at strategic points on the periphery and within easy walking distance of major activity areas. • Reduce surface parking and infill with commercial and mixed-use functions. • Retain traditional character while augmenting visual mixture, diversity and interest (within the) existing building height pattern of two and three stories. • Create opportunities for additional anchor retail stores consisting of a single store or a complex of small stores. • Provide and maintain a quality environment to retain and attract office and retail uses to the core area • Expand cultural,recreational and entertainment facilities. 3-18 ATTACHMENT 2 *� MEETING AGENDA CHINATOWN COURT STREET , A Vision for the Future of Downtown San Luis Obispo, California Inspired by Its Past Presented by. Tom Copeland Jim Copeland Chinatown/Court Street Partners September 20, 1999 APS Architects, Inc. Pierre Rademaker Design Mark Rawson Pierre Rademaker RECEIVED r ' SEP i 7 f99 R CHINATOWN AMMER 2 -1.4 COURT STREET A Vision for Our Downtown in Keeping with Our Past DOWNTOWN San Luis Obispo today is the cultural, social, economic andgovernmental hub of San Luis Obispo County.While there are beaches, the wine country and myriad other attractions throughout our county that make this region so desirable, the Downtown of San Luis Obispo is the heart and soul of our greater community. The Mission, the Courthouse, the movie theaters,.the shops, the stores, the restaurants, the coffee houses, the sidewalks, the trees, the people and their interaction—these are the ingredients which bring life to the city and reason for residents,workers and visitors to be here. Downtown is where we spend our workday,where we shop for the holidays, where we take our family and friends for an evening out. It's where we want to be. In sum, Downtown San Luis Obispo is to this county what the heart is to human life. It is our core. From here life pulsates, it invigorates, it emanates outward. If the life of Downtown as we know it is to carry on —if the heart of our community is to continue to beat with the rhythm of health and vitaliry—it needs nourishment and care. There must be a vision borne from the wisdom, knowledge and perspective of the people here today if the future of the Downtown is to be as rich as its past. There always will be differing opinions as to what this vision should be. But on this there can be no dispute: There must be a vision of the downtown.Without one,we most certainly will fall prey to the rot and decay that has enveloped so many once-promising city centers. Decline of urban cores historically is caused by unchecked rivalry from the once- rural fringe, a fringe that s vanishing in our county as rapidly as tropical rain forests along the.equator.We can do something about it. Our Vision of the Downtown in the 21 St Century is little different from the vision of our city's founders. They saw commerce, government and social interaction as the basis of a thriving community.We view the future of this city through the prism of its past. This vision includes nurturing and enhancing the Downtown's delicate balance of commercial and government tenants that provide human traffic for independent retailers. This mix has been and—if done correctly—will continue to be the recipe for making the Downtown a regional and tourist destination for customers seeking special retail opportunities, evening and weekend entertainment, and daily social activity. By remaining true to the founders' vision of Downtown San Luis Obispo as the natural hub of commerce, government and social interaction, we can strengthen our urban core's ability to compete for its rightful place as the heart and soul of our greater community. 3-21 CHINATOWN COURT STREET ATTACHMENT 2 -3 A Summary of Current Conditions • There is genuine fear among most Downtown businesses of competition from strip malls on the city's urban fringe—and from the boom-bust cities to the north and south—for our valued quality retail tenants. If stripmall developers succeed in luring away our Downtown's quality retailrs , the migration of these businesses to the rural fringe will devastate our Downtown and exacerbate the problem of urban sprawl that's beginning to plague the entire county. • Quality retailers want to locate in Downtown San Luis Obispo, but there is no space to accommodate them. Our plan provides compact urban form byproviding in-fill development of areas that, up until now, have not been used to their highest potential. • There will be major disruption of Downtown commerce with the repair of the Higuera Street Bridge.This plan helps alleviate this disturbance quickly and inexpensively. • The Downtown is chronically plagued by parking and traffic migration problems wrought by the perception of a lack of parking spaces and the historical ingress and egress issues inherent to the Downtown's circulation patterns. • Chinatown is a significant historical ingredient of the Downtown,yet it has long been neglected in terms of long-range planning and urban center design. • Keeping local government services and employees housed in the Downtown is essential to the health of the city center, yet this hasn't always been the priority of local government office space planners. • Providing and maintaining economically sustainable open space,and pedestrian-oriented buildings and streetscapes, is vital to an aesthetically pleasant urban experience, yet not all Downtown . developments have accommodated this design necessity. • The city has a vested interest in capturing as much sales tax revenue as possible in order to provide fundamental services such as police and fire protection, parks and recreational opportunities,and senior services.More often than not, cities have converted their rural fringes to strip malls as a way to secure this valuable sales tax. Our plan captures this tax without transforming precious agricultural land and open space into concrete. 3-22 CHINATOWN ATTACHME r 2 COURT STREET A Modest Proposal for the Future THE CHINATOWN-COURT STREET PROJECT has studied this city's history, peered into its future, and visualized solutions to many perplexing issues that seem to carry over from decade to decade.With a vision for Downtown shared by the community,we can: • Provide mixed uses on existing surface parking areas (Court Street, Monterey Street and Palm Street lots), thereby enhancing the purpose of these prized Downtown locations to their best use. Let's un-pave Paradise and take out several parking lots. • Rebuild a Chinatown-inspired community that celebrates our ethnic heritage while providing a residential component on Palm Street that creates livable space where asphalt now reigns. • Build a new, consolidated office space for city$ovemment staff—or a public space for other uses—under a financial arrangement which affords tax payers cost efficiencies and savings while providing the . city with a valuable leaseipurchase option on a beautiful, centrally located public place that will last for generations. • Provide public parking to replace the existing surface lots, which will create more livable space and compact urban form. On top of this invisible, underground Chinatown parking facility would go the new Civic Square and Chinatown buildings,which would be accessed primarily from Palm Street with pedestrian access from Monterey Street via a series of human-scale, public open spaces. The Chinatown parking facility would not affect the Palm Street streetscape and would help alleviate automobile traffic now interfering with the pedestrian ambiance of Monterey Street as motorists vie for convenient parking. We envision a leaselsale option with the city, allowing the city to collect parking revenues while keeping the city's parking facilities in public hands. 3-23 CHINATOWN ATTACHMENT 2-5 COURT STREET What's in it for the City and its Residents? HISTORICALLY, joint ventures between government agencies and private interests haven't panned out in San Luis Obispo. The decade-old proposal to develop the Court Street parking lot by the city and a private concern is a case in point.We propose financing and building this visionary project with our own resources under the full regulatory authority of city government, but without the financial entanglements and legal complexities that often accompany public/private partnerships. We propose to: • Purchase at appraised market value the city property needed to fulfill the vision. • Contribute to the city the private properties owned by the Copelands that are necessary to cant'out the design. • Enter into a contract with the city to "build to suit" a consolidated office space for citygovernment staff—or a public space for other uses—and the underground Chinatown public parlang facilities. • Enter into and navigate the city's permitting and building approval process at arms length from the city in order to provide the city with public facilities without the city having to furnish the up-front financial resources. This would allow the city to finance its long-planned City. Hall capital improvement program at a very low cost. An additional benefit to this approach is that it requires the pro]'ecfs private sponsors to follow the same permitting process as any other private project. No special favors are being asked. • Allow the city, upon completion of construction, to acquire a cost- effective, well-built City Hall annex. This project would quickly accomplish the long-held goal of consolidating a city staff now housed in separate buildings. It would remedy the current city office arrangement which inhibits communication and coordination. • Assure the Downtown's place as the physical, spiritual and philosophical center of our community, as intended by the city's founders. r 3-24 CHINATOWN COURT STREET ATTACHMENT 2 -tP i How We Can Do It • Build the underground parkingg along Palm Street first,thereby making up for the Ioss of parking at Court Street surface lot during the Higuera Street Bridge repair. • Open the new Chinatown parking facility to the public. We are committed to parking demand reduction and the protection of our environment. As such,we would suggest an alternative pricing program for the Chinatown parking facility that includes a modest surcharge added to the current parking fees. Money collected by the city from this parkin surcharge would enter an enterprise account separate from the Parking Enterprise Fund and dedicated exclusive to pa yy for transit, bike lanes,vanpool and carpool programs, other parking demand reduction (PDR) programs, and a zeraemission vehicle program aimed at reducing auto exhaust in the urban core. The parking surcharge would have the added value of placing a premium on parking in the centrally located Chinatown facility vs. lower-cost parking options in less impacted areas of the Downtown. Thus, people who choose to be Downtown will have a wide variety of transportation choices and parking locations and prices. We plan to install public electric vehicle chargers (conductive and inductive) in a specified number of dedicated parking stalls within the Chinatown parking structure.We will develop a pilot prpjject with our tenants in the use of electric vehicles by employees of the new commercial and civic center who use alternative transportation to commute to their jobs. • Close the surface lots. Simultaneously start construction of: 1) the Higuera Street Bridge repair 2) Court Street pedestrian mall and shops 3) Chinatown housing and stores 4) new city office complex or other public facility. 3-25 CHINATOWN ATTACHMENT 2'=1 COURT STRE ET What we are asking the Council to Do OUR GOAL is to complete the majority of the project by the start of the Holiday Season in 2000. This is realistic, as we've retained commitments from well-regarded local and national businesses and retailers who want to locate Downtown. These include such notable retailers as Banana Republic,Abercrombie and Fitch, and others. These business are committed to locating in Downtown San Luis Obispo, and have expressed to us their strong desire to enter this market in time to take advantage of the 2000 holiday shopping season. These are real commitments, not speculative posturing. In order for us to fulfill the vision of the Downtown with the right tenant mix—which is the formula for success—we need a unified and prompt commitment from the City Council to: • Grant us an exclusive 120-day period to finalize the details.of this project.This will give us time to conduct the appropriate environmental . review, finalize our design team, iron out specifics between the city and our private partners, and resolve any real property issues that may arise. • While this expeditious work is taking place,we will conduct a series of well-publicized public workshops aurinwhich we plan to share our vision of the Downtown with the residents of the city and listen to their collective vision. It's our intent to incorporate the community's vision into our overall design strategy. • The Downtown is the domain of our entire community. We are committed to shaping its future in partnership with the people. 3-26 CHINATOWN ATTACHMENT 2-9 COURT STREET Why the Copelands Are the Right Partner • We have the resources and the experience necessary to successfully fulfill the vision of a greater Downtown in a timely fashion. • We own much of the property necessary to allow that vision to be fulfilled. • We have the support of nearly every adjacent property owner. No one else can do this as well, as quickly, and as cost-effectively as we can. • We have a proven track record with the Downtown Centre. • We're San Luis Obispo County natives. This is our home.We're here to stay.We have no plans to take our profits and run.We invest in our community. We're proud to employ our community's best and brightest. • We want to fulfill the vision of a greater Downtown because we can, because we must if we are to remain true to the heritage of this community. • If we dont fight urban sprawl on our fringes—if we dont struggle to keep our Downtown healthy in an economically sustainable, environmentally livable, compact urban setting—who will? • If we don't do it now, then when? • If we don't do it together, how will we do it apart? 3-27 --------- ------- — ----- --- – -=- --------- -- - I I r � �� gyp\ �.WRar�■l a��w�u.Ctnl7�-.?rW S1 >�wkelmr. 9W .Z es �HI1�� M IE �E; „� A��. .Ji��.J�``�� _• � Lilt a®msar�� i1�11pt �1 ���■ �ue�aaas I 361 (r� �� ! F �� ire,• - � .� �,�. ��> ail : CHINATOW I I - , • UrzpavL iq Parar7i e I � � � ��fifi+ .� '� `�► � � _ III OP III N � �'ti. _ \ I� � � �� '• � =`�/ . 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'.: rM?Yrs ��>N� j��`•}'4. - r Y W%NN tINNNIV -N N wc+-% N M, O"A WR WWI ATTACHMEiT 4 4 MEMORANDUM OF UNDERSPANDING Between The City of San Luis Obispo And Chinatown-Court Street Partners LLC For the Sale and Subsequent Development of Selected City Prouerlies Dated: September 19.2000 A 3-40 •ATTACHMENT 4 :* . Table of Contents For Memorandtmm of Understanding between The City of San Luis Obispo and Chinatown-Court Street Partners LLC For the Sale and Subsequent Development of Selected City Properties RECITALS ..................................................................................................................................... 3 1 PROJECT DESCRIPTION.....................................................................................................3 1.1 Overview.--.-•----...................._................_................................................................-.................................................................3 1.2 Project Parcels and Con4 nrents.-..._..__-..___._.._..............................__....—...._................._.........................................4 1.3 Court Street_.---_.._----------------- _._........_............................._._..__.._-..__..............................................---•-................4 1.4 Patin Street and Subterranean Parking Stmetms..__._._.._._._............_.................................._...-....-......._......................................5 ISMcnUMStreet......_................................_._.._..._.__.....__._..................................._.........._..............._...........................................5 1.6 Additional Development----_-----------...._.........................................._........_._................................................................_..5 2 PROVISION FOR NEW AND REPLACEMENT PARKING.............................................. 5 2.1 No Guarantee ofOffsite Public Par k®g..._-....._---------_._._.................7........___ ......_.._.................................6 2.2 Additional Developmmt...__..__..._...._--------------._------------------------------_..__-_-- .........................................................6 23 1 o atiaa and Tering of Subsidised New Demand Parking..................._....._..........-.............................................................................6 2.4 Public Parking Pjquhvnwd-•---..............._............ ............._...................._..................._.._.......................................:.6 23 Parking In-Ueu Fee.__..._..__..__..._.._ ._._............................_.._._._........_..__..........._..............._..._...........7 2.6 Developer Construction of Public Parking-_..__ _.._.......:.........................._.._._..__..._..........._.------------------------------------._.8 3 LAND PURCHASE................................................................................................................9 3.1 Land Arca,sand and Air Rights Purchase Price.............................................._.................................___...._.._........._....._..._...._ .9 32 Cush Payment for Court StnxtmdMcntereyStreet............_.._......................................_._...__.__._-...---------------------------------10 33 Acquisition of Yung Parcel................_._.._.._._...._----_....................................-_._—---_--------------------_----------------------------------10 3.4 Palm Street Air Rights Pmrhae-..._........................._._._......_.....-..._................................................._.......__................._11 3.5 Interim Use of Air Rights----.__.............._...........__-......._.__...........................................................................................11 3.6 Right of Fust Refusal and Consrnt to Transfer__.._._.._..........................................................._..........................................................12 3.7 Developer Right to Put Back Palm Street....__._....................................................._......-................_......................_................__12 3.8 Repurchase at Discount_ _._...._._......................................_...............__................................... 3.9 Ownership of Plans_-..-...._--------------_------------__----_-----------------------------------------_-----------_....----._..__...._.._._._................12 3.10 Conditions Precedent to Initial Closing.___.........................................................._...___......._._..._.._............................................13 4 EN ITMEMENT PROCESSING AND TRANSACTION SCHEDULE............................ 14 4.1TvmngofInitial Closing..._..........................._-.----............................................__..._......_.................................................14 4.2 Commencement ofPhase I Construction .._.._._.___.........................__........_._........_.............................................................14 43 Courmeemcrtof Phase 4Construction._._......................_............................-........................._....... _..-....__...._....._............14 4.4 Managed Parking.._.. ............................._...._......................................................_._..._......................................14 5 RECIPROCAL EASEMENT AGREEMENT...................................................................... 14 6 CONTINGENCIES TO CLOSING...................................................................................... 15 6.1 City Contingencies _ _............_...._.._...------•_------------------------------_..._.__...._.---............------------------.........._15 62 Developer Cenungcrcies.._..............._...._-.... _................................................................................................................--IS 7 DOCUMENTATION........................................................................................................... 15 7.1 Purchase And Sale Agreerut-___..............................._........._.__....................._.................................._............_.....15 72 Application For Regulatory Approval -..-----.._......_-------_---------------------------_--.15 _.-._._---..----------------- ------------_ 73 Devdoprrcat Agnxmeat• .-.__._..................._.........._..._----- 7.4 .Recipmeal Easement Agreement(s)........................................................................._...__-_.._............._...................IS 7.5 Parking Canstruetion and Pwcbese Agreernent........................................_._......._._.._._...................................................................16 7.6 Performance Bond for Parking Structure Cormletion.._.__..____....................._........_......._.-.........................................................16 7.7 Enhancement and MaintmaaceofCrnatStreet Sucetseape..._........................................_............................................................._-.16 7.8 Additional Doeurnanu -............................_...._..._.............._.................................._. ..---..._.._...--... ....._...........16 8 RESPONSIBILITIES OF THE PARTIES........................................................................... 16 8.1 Developer_............._..............._._.........................................................................................................................................................16 82 City............................_....___-_......._............_........................__. ............................................._................................_..............17 9 OTHER MUNICIPAL PROCESSING............................................................................... 17 10 NON-BINDING NATURE OF THE AGREEMENT...................................................... 17 11 POSSESSORY INTEREST TAXES................................................................................ 18 12 TAX FREE EXCHANGE................................................................................................. 18 13 ACCEPTANCE AND ACKNOWLEDGEMENT........................................................... 18 2 3-41 A'TACHMENT 4 RECITALS whereas, Chinatown-Court Street Partners L.L.C. (the Developer)desires to construct retail, office,restaurant,and theater facilities in downtown San Luis Obispo(the Project)over three project areas which total approximately 93,000 square feet;and the land area under consideration is currently owned by the City of San Luis Obispo(the City),the Developer shall purchase a portion of the land from the City outright, and purchase air rights to another portion for development; and on the parcel of the project for which the Developer is purchasing air rights, the Developer shall build a partially subterranean parking structure(Parking Structure) consisting of 259 spaces,which the City will purchase upon completion and subsequently own and operate; and Whereas this project appears to have an important revitalization effect on the downtown area, and therefore may be worthy of particular consideration by the City,and Whereas the acquisition of City property and the rearrangement of City parldng is critical to effect this project;and Whereas the City will incur costs not traditionally associated with private development of retail; and Whereas the City has no formal Redevelopment Agency or Redevelopment Areas but this project is consistent of downtown revitalization and redevelopment;and Whereas the City contemplates the sale of the property without a competitive bidding process that might be used were it not for the revitalization objectives served by this project; and Whereas the City Council has directed the staff and consultants of the City of San Luis Obispo to prepare for their review a MOU describing the proposed transaction; and Whereas the City has determined that this project will be designated as the highest priority development project in the City,and Whereas the MOU is non-binding in nature; Now,therefore,the parties have prepared the following MOU: 1 PROJECT DESCRIPTION 1.1 Overview The proposed Project is to be built in three distinct components in downtown San Luis Obispo. Each of the three component area is described below and shown on the Map in Exhibit 1. Area 3 3-42 ATTACHMENT 4 definitions correspond with information in the April 27,2000 appraisal performed by the Ventura Appraisal Consulting Corporation. a) Court Street Area(Court Street)—Three adjacent parcels located at the southwest comer of the intersection of Monterey Street and OsoS Street and a portion of the adjacent 40-foot right of way, which is now Court Street, together consisting of approximately 34,656 square feet b) Monterey Street Area (Monterey Street) — Two portions of an irregularly shaped parcel which extend in a northwestern direction from Monterey St toward the middle of the block flanking a historic structure, and which consist of approximately 17,885 square feet combined. c) Palm Street Area (Palm Street) — Two adjacent parcels and a portion of a third located on the southwest comer of the intersection of Morro Street and Palm Street,and consisting of approximately 40,526 square feet d) Due Diligence—Developer should perform and rely upon its own pre- development ro-development inspections and testing to assure that the parcels to be conveyed are suited for the proposed development,withaut any warranties or representations of City to be negotiated subsequently,including but not limited to: i. Soil and geology ii. Hazardous materials iii. Archeological and historical 1.2 Project Parcels and Components If the project is approved,it will be constructed in four phases.The first phase to be started will be Court Street The Subterranean Parking Structure will be started second. Development of the Monterey parcels will be the third phase started.The fourth and final phase is currently planned for the construction of improvements above the Parking Structure on Palm Street Detail regarding the proposed uses and square footages are shown below,by area.Exhibit 2 shows the phasing- 1.3 Court Street This portion of the Project will be completed in the first phase of construction and will consist of uses currently estimated to be: Retail 45,873 s.f. Office 10,669 s.f. Restaurant/Food 5.000 s.f. Total 61,542 s.f. 4 3-43 V X-ACHMENT 4 1.4 Palm Street and Subterranean Parking Structure The Parking Structure will be located on the Palm Street Area, and will be built in Phase 2.At an unspecified date after completion of Phase 3,but no later than 5 years,or as otherwise specified in Section 3.8, Phase 4 construction of improvements shall begin on top of the parking structure, and is anticipated to include 64,900 square feet,at a minimum,and will consist of uses currently estimated to be: Retail 17,000 s.f. Office 30,000 s.f. Restaurant/Food 8,900 s.f. Theater 9,000 s.f. 1.5 Monterey Street The Monterey Street portion of the Project will be built in Phase 3,and will consist of 20,000 square feet of retail improvements. 1.6 Additional Development 1.6.1 Desirability of Residential As far as possible,the final project should incorporate a residential component in Palm Street so as to be in conformance with both the policies articulated in the City's General Plan and because of the strong public sentiment manifested in the prior workshops. 1.6.2 Responsibility for Cost of Additional Parking The application for entitlements may,at the Developer's option, also include provision for residential construction and possibly some additional.office to be located on the Palm Street parcel. So long as no additional panting costs are incurred by the City and there is no diminution of the available parking provided for in the currently proposed transaction,the terms set forth herein shall continue to apply.For this purpose,additional City parking costs shall specifically include any costs incurred in providing all parking,including parking for which Developer has paid additional in lieu fees and would otherwise not be responsible.Any additional parking required due to additional development will be paid for entirely by the Developer. 2 PROVISION FOR NEW AND REPLACEMENT PARKING The Developer shall be obligated to meet parking Requirements for all new construction by paying in-lieu fees as currently specified in the City Zoning code for special designation CC. In addition,the Developer shall construct and sell to the City a partially subterranean garage as part of a subsequent purchase and sale agreement.The parties acknowledge that the parking structure will not be adequate to meet the combined needs of the new parking required and the existing 5 3-44 ATTACHMENT 4 41 public parking to be replaced.Furthermore,the City makes no representation as to where and when the additional parking for which the Developer has paid in-lieu fees will be provided. 2.1 No Guarantee of Offsite Public Parking If development review of the project specifies the need for offsite public parking,the City cannot guarantee its availability. 2.2 Additional Development If any additional parking is required due to additional development,the Developer will pay the full cost of such parking to the City. Payment shall be made as follows: $4,000 per space in-lieu fee at the customary time and the balance at such time as the City provides additional permanent public parking.The test for additional parking shall be an increase of greater than 2%in the total number of spaces required(i.e.,601)for all three non-parking components(Court Street, Monterey Street,and Palm Street). In addition,the Developer shall be entitled to pay in-lieu fees for the additional parking required for build-out of the Yung Parcel if that property is incorporated in the Palm Street garage and development component(Phases 2 and 4). 2.3 Location and Timing of Subsidized New Demand Parking The City cannot specify where and when it will provide parking spaces for which the Developer has paid in-lieu fees. 2.4 Public Parking Requirement Currently,there are an aggregate 287 public surface parking spaces.on the Court, Monterey and Palm Street Areas which will be eliminated at some point during construction,or permanently, and which must be replaced. There are 118 spaces on Court Street,52 spaces on the Monterey Area,and 117 spaces on the Palm Street Area(please see table below).By the end of Phase 3 of construction,when all elements other than Palm Street are completed,the surface spaces on Court and Monterey Streets will be eliminated,while the.117 eaosting spaces on Palm will have been replaced by an estimated 105 spaces above the subterranean Parking Structure,allowing for landscaping and access.The net need for replacement public spaces will be 182*. The 259-space subterranean Parking Structure will be completed as the need for 168 spaces is generated by the . development. Insofar as replacement public parking takes precedence over required new parking, the first 182 spaces in the Patting Structure will be available for use as replacement public parking spaces,with the remaining 77 spaces available as new spaces.Therefore,the overall deficit for.new spaces comes to 91* at the end of Phase 3 (please refer to the table below). While These estimates assume the incorporation of the Yung Parcel in the Palm Street garage and development component(Phases 2 and 4); there may be legal and/or financial obstacles to this incorporation, m which event these numbers wffi change. 6 3-45 ATTACHMENT 4 smaller,this 91 space.estimate represents a deficit which will probably need to be addressed and resolved as part of the CEQA process. By the end of Phase 4,additional need for 146 spaces will have been generated by the development,along with the elimination of the 105 surface spaces above the Parldng Structure, creating a total deficit of 342. Analysis of Parking Availability by Phase Start of Construction End of P ase 3 End of Phase 4 AVAILABLE SPACES Court St 118 0 0 Monterey St 52 0 0 Palm St(surface) 117 105 ' 0 Subterranean Garage 0 259 259 Total 287 364 259 SPACES NEEDED Public 287 287 287 New Demand Court St. 0 128 128 Monterey St. 0 40 40 Palm St. 0 0 146 Subtotal Private 0 168 314 Total 1 287 1 455 1 601 PARKING DEFICIT 1 0 1 (91) ' 1 (342) Replacement of original 117 spaces reduced by an assumed 10%for landscapinq, garage access, etc. 2.5 Parldng In-Lieu Fee 2.5.1 Basic Arrangement The Developer shall pay, in cash, a parldng in-lieu fee of$4,000 per space for new development. 7 3-46 ATTACHMENT 4 2.6 Developer Construction of Public Parking 2.6.1 Specifications and Finish With respect to general design the proposed garage shall generally correspond to the plan attached as Exhibit 3. In its capacity as the subsequent owner and operator of the proposed garage,the City shall have rights of specific approval and review of all designs and plans, initially at the concept and schematic plan level, and subsequently at the final plans. These rights shall be supplemental to and not concurrent with its rights of inspection in connection with building permit, fire and other regulatory functions. 2.6.2 Contract Arrangements Prior to initiation of construction of the parling.garage,the Developer shall provide the City with (1)a final construction contract containing a fixed price contract for all work,materials,and contingencies,and(2)a binding agreement to proceed with the parling garage prior to commencement of Court Street.The form and content of both of these documents is to be acceptable to the City.No other project construction,including Court Street and Monterey Street, may commence until this contract has been submitted to and approved by the City. 2.6.3 City Rights of Approval and Inspection During the construction process, the City shall have the right,as an owner,to review all change orders,to require change orders if it reasonably deems necessary only in order to ensure consistency or equivalency with the approved plans and specifications, and to inspect all parts of construction at any time.These rights,like the rights of initial plan review and approval, are supplementary to and separate from the regulatory functions of the City. 2.6.4' Cost The total cost of the Palm Street Underground Parldng Structure project is currently estimated to be$5,597,782 or$21,613 per space. Because the parking structure will have to be engineered to support the Developer Improvements in the Air Rights,a portion of the costs of the Parking Improvements(e.g.,the additional weight- bearing foundations, support,etc.and those intrusions into the parling structure that are to accommodate the Air Rights Improvements)should be paid for by the Developer. Therefore, the construction contract will include the costs to be paid for by the City for its structure and will also include the costs of elements to be designed and paid for by the Developer. There should be an allocation of these costs based on the engineering and architectural designs. In the event the final contract cost of the Palm Street Underground Parking Structure exceeds the estimate set forth above,City or Developer may at its sole discretion terminate the Project without any liability to the other. 8 3-47 ATTACHMENT 4 26.5 Cost Confirmation A guaranteed maxirnumm contract with the City(with performance and completion bonds)for the construction of the Parking Improvements,in an amount not to exceed the budget for the Parking Improvements accepted and approved by City,which at a minimum takes into consideration the following factors: i. Contractor to pay prevailing wages if required by law. ii Competitive bidding may be required. iii. City to own all rights in the plans, and Developer shall deliver"as-built"plans. iv. A completion guarantee by the Developer to commence and complete construction of the Parking Improvements and to supply any needed fiords in addition to the guaranteed maximums cost to the City, except for such costs specified in Section 7.6. V. City's satisfaction that City has a source of funding to pay for the guaranteed maximum parking improvements contract(issuance of bonds or other financing arrangements)and that City shall not be liable for any capital expenditures except the payment of the guaranteed maximum contract,and such costs specified in Section 7.6. 2.6.6 Conditions Precedent to Transfer The City,in its capacity as owner, shall have the right to review completion of the property and assure itself of satisfactory completion in addition to its capacity as building inspector before issuing an initial Certificate of Occupancy. A second condition precedent to the actual payment for the garage shall be the submission by the Developer to the City of a complete set of"as built" plans. 3 LAND PURCHASE 3.1 Land Area,Land and Air Rights Purchase Price The Developer and the City of San Luis Obispo have agreed on the purchase price for the two properties the Developer proposes to purchase from the City outright,which are the Court Street and Monterey Street Areas,and for the Yung Parcel,which will be acquired by the City,through the Developer at a stipulated price.For the Court Street Right-of-Way Area,the square footage used to calculate the purchase price is based on the Developer's site plan.For the Palm Street Area,the Developer will purchase both an existing 6,000 square foot building and the air rights above the proposed Parking Structure.The approximate square footages and agreed upon prices are as follows: Court Street 30,000 s.f. $60/s.f. $1,800,000 Court Street Right-of-Way 2,700 s f. $60/s.f. $ 162,000 9 3-48 ATTACHMENT 4- Monterey Street 10,000 s.f $40/s.f. $ 400,000 Palm Street-Value of Land and On-Site Building $2,550,000 Less 50%Discount for Air Rights ($1,275,000) Total Cost for Palm Street $1,275,000 Yung Parcel*—Negotiated Price $ 625,000 Less Negotiated 50%Discount ( 312,500) Total Cost for Yung Parcel $ 312,500 Total Land and Air Rights Purchase Price $3,949,500 Round to $3,949,000 3.2 Cash Payment for Court Street and Monterey Street Developer shall pay,in full,in cash,upon closing of escrow of the Purchase and Sale Agreement, for the parcels comprising Court Street and Monterey Street,which shall be immediately transferred to it at the"Initial Closing Date". 3.3 Acquisition of Yung Parcel 3.3.1 Purpose of Inclusion If the Yung parcel is purchased by the Developer,the City and Developer have agreed that the Developer will re-convey it to the City as part of the assemblage of land for construction of the Subterranean Parldng Structure.The closing of the reconveyance shall be concurrent with the Initial Closing Date for the Court Street Parcel,Monterey Street Parcel and Palm Street Air Rights Parcel.The City shall pay for the Yung Parcel,in full,in cash,upon closing of escrow upon conveyance to the City. Inclusion of the Yung Parcel facilitates construction of 28 more parldng spaces than could be constructed if the Parldng Structure were constructed solely on the Palm Street Parcel and also reduces the average construction cost per parking space. These estimates assume the incorporation of the Yung Parcel III the Palm Street garage and development component(Phases 2 and 4);there may be legal and/or financial obstacles to this incorporation,in which event these Miers will change. 10 3-49 ATTACHMENT 4 w 3.3.2 Resolution of Tenant Relocation Costs Prior to Closing Developer will resolve all relocation problems before closing escrow and shall provide documents attesting to the resolution of all relocation issues and a complete waiver of relocation assistance executed by all tenants.Any additional costs associated with relocation shall be included in the City's acquisition costs. 3.3.3 Provision for Development without the Yung Parcel For purposes of presenting the financial analysis and implications,presenting design and site diagrams and other references in this MOU,acquisition and incorporation of the Yung parcel into the Palm Street component has been assumed. The parties have specifically agreed, however,that the transaction is in no way contingent upon the acquisition and/or incorporation of the Yung parcel.In the event that the Yung parcel is to be excluded, alternative plans and financial analyses already exist,on the basis of which the final documents can be modified and the parties have acknowledged to each other their willingness to make such modifications. 3.4 Palm Street Air Rights Purchase 3.4.1 Payment Terms At the Initial Closing Date the purchase of the Pahn Street Parcel shall be evidenced by 10% down payment($158,700)at closing and a non-interest bearing note in the amount of$1,269,600 payable$158,700 upon completion of the garage with the balance all due and payable at the earlier of: (a)commencement of construction on Palm Street(Phase 4); or(b) five years from the date of closing of escrow of the Purchase and Sale Agreement. 3.4.2 Security for Note To assure payment of the note and,additionally,to provide incentive for completion of Phase 4, the City will require that the note have full recourse to the maker and be personally guaranteed by Tom and Jim Copeland In fulfillment of the terms of the guarantee,personal financial statements for Tom and Jim Copeland will be provided to a designated representative of the City so as to assure adequate assets are available to repay the note. To the extent permitted by law, the personal financial statements shall be maintained in strict confidence and shall not be distributed beyond the mutually agreed designated representative. 3.5 Interim Use of Air Rights The City will lease back for$1.00 per month the use of the surface of the Parking Structure until the Developer commences construction of Phase 4 above the Parking Structure.During the period between completion of the Parking Structure and commencement of construction of Phase 11 3-50 ATTACHMENT 4 '`l 4,the City,as property owner,will not take any action that would preclude or inhibit later development of the site. 3.6 Right of First Refusal and Consent to Transfer The City reserves the right of first refusal to acquire the Palm Street property for any sale prior to completion of the Palm Street Component within five(5)years of the closing of escrow of the Purchase and Sale Agreement. The City also maintains the right of approval over any transfer of the property from the Developer to a third party,with its consent not to be unreasonably withheld if the assignee meets appropriate financial and experience standards,which standards are to be incorporated in both the purchase and sale agreement and the REA. 3.7 Developer Right to Put Back Palm Street If in the course of the development review process a requirement is imposed that Palm Street construction cannot begin until the City has identified a specific parking solution and at the time, by the end of five years of the"Initial Closing Date,"and Developer is ready to build it but cannot because of this factor,then Developer has the right to put Palm Street back to the City, i.e.to require the City to refund all monies paid for the air rights parcel,and Developer also forfeits any entitlement rights or preferential rights in its development. 3.8 Repurchase at Discount 14 after the note is paid in full at the end of five(5)years,upon 180 days notice to commence construction of the then approved project,the Developer does not commence construction,then the City shall have the right to repurchase the air rights parcel for the amount paid by the Developer to the City for the air rights parcel, less twenty percent(20%).The Developer shall not be deemed to be in default of its obligation to commence construction within five(5)years if and/or to the extent that the commencement of construction is delayed or becomes impossible because of any act of God,war, earthquake,fire, strike, accident,civil commotion,epidemic, unanticipated weather conditions,labor disputes,act of government(other than normal and customary regulatory acts of the City),or any other unavoidable cause which was not within the reasonable control of the Developer to prevent or avoid by the exercise of reasonable diligence during all or any part of the five(5)year period.Upon the occurrence of any such event,then the period within which to perform hereunder shall be extended for a period equivalent to all or any part of the period that any such conditions shall prevail. In the event of any such extension(s),the specific,dates,periods, and time requirements shall be postponed or extended accordingly. 3.9 Ownership of Plans In the event that the Developer does not build the Palm Street component and the Right of Repurchase at Discount desmW above is exercised,the repurchase shall include the transfer to the City from the Developer of all plans, specifications and designs for the proposed structure to be erected above the Palm Street Garage. Such plans shall then become the property of the City. 12 3-51 r ATTACHMEW 49 3.10 Conditions Precedent to Initial Closing In order to assure that the Project will be constructed and completed,and in addition to any other requirements set forth in this Agreement,all of the following are conditions precedent to the transfer of any of the properties described in Section 1,PROJECT DESCRIPTION,to the Developer at the time of initial closing. 3.10.1 Court Street Developer shall provide approved plans and a building permit for Court Street with evidence of financing for its development or a guarantee of completion for Court Street with a reversion right to the City and a liquidated guarantee. 3.102 Monterey Street Developer shall provide approved plans and worldng drawings with evidence of financing for its development or a guarantee of completion for Monterey Street with a reversion right to the City and a liquidated guarantee. 3.10.3 Palm Street Garage Developer shall provide approved plans and a building permit for the Palm Street Garage and a . guaranteed maximum contract with the City(with performance and completion bonds)for the construction of the Parldng Improvements as specified in section 2.6.5. 3.10.4 Palm Street Air Rights Developer shall provide approved plans, and if additional parldng is required pursuant to Sections 1.62 and 2.2, satisfaction of the additional parldng cost in a form acceptable to the City. 3.10.5 Managed Parldng Plan Developer shall provide a Managed Parldng Plan acceptable to the City as specified in Sections 4.4.1 —4.4.2. 3.10.6 Copeland-French MOU Closing shall be concurrent with the closing of escrow of the City's purchase of the Copeland- French property(as defined in a separate MOU entitled"Memorandum of Understanding between the City of San Luis Obispo and Chinatown-Court Street Partners LLC, for the Purchase of the Copelands' and French Properties,"dated September 19, 2000.) 13 3-52 "ATTACHMOff 4 4 ENTITLEMENT PROCESSING AND TRANSACTION SCHEDULE 4.1 Timing of Initial Closing The Initial Closing shall occur as soon as possible after the Developer's receipt of full entitlements,which shall include the expiration of the 30-day appeal period. 42 Commencement of Phase 1 Construction Construction of Phase 1 shall begin as soon as possible after the Initial Closing Date. 4.3 Commencement of Phase 4 Construction Construction of Phase 4 shall begin no later than the latter of: a) Five(5)years from the Initial Closing Date,or b) That date at which the City has satisfied its obligation to provide additional parking, if any, due to additional development for which the Developer has paid parking in lieu fees. 4.4 Managed Parking 4.4.1 Managed Parking Plan Developer shall prepare a Parking Management Plan to allow off-site and/or more intense use of existing parking during the period that either or both of the Court Street and Palm Street sites are unavailable for parking and prior to completion of the Palm Street Garage and the surface parking above it. This Parking Plan shall be presented to the staff and City Council for their review and approval. 4.4.2 Administration of Parking Plan The initial costs for preparation of the parking plan shall be paid by the developer. Subsequently, the parking plan will be administered by the City but its implementation and net operating losses will be reimbursed by the developer according to the budget prepared by the developer and approved by the City. 5 RECIPROCAL EASEMENT AGREEMENT Concurrent with the transfer of the air-rights parcel and cancellation of the City's interim parking use,the parties will execute a Reciprocal Easement Agreement(REA)which will provide, among other items,the specific protections for the City set forth in outline form in Exhibit 4. 14 .3-53 ATTACHMENT 4 6 CONTINGENCIES TO CLOSING 6.1 City Contingencies In its capacity as landowner and land seller,the City is under no obligation to fulfill the terms of any purchase and sale agreement until the development review process is concluded and all approvals are obtained and such other requirements as may pertain to final entitlement and approval of this project are fulfilled. 6.2 Developer Contingencies The City aclmowledges that the Developer may have certain financing or pre-leasing contingencies for the commencement of construction. Exhibit 5,to be prepared by the Developer, shall enumerate these contingencies and indicate the process by which they will be satisfied as well as the notice to be provided to the City of their satisfaction or of their failure to satisfy and associated termination of this transaction. In addition,Developer shall not be obligated to fulfill the terms of any purchase and sale agreement until the development review process is concluded and all approvals are obtained and such other requirements as may pertain to final entitlement and approval of this project are fulfilled. 7 DOCUMENTATION . At a minimum the documentation to be created as a result of this MOU will include the following: 7.1 Purchase And Sale Agreement 7.2 Application For Regulatory Approval 7.3 Development Agreement A statutory development agreement(and such other zoning changes,ordinance changes, environmental review, and certifications as may be necessary to confirm the Developer's entitlement to construct the proposed project)will be prepared; 7.4 Reciprocal Easement Agreements) At a minimum, a final Reciprocal Easement Agreement embodying the terms set forth in outline form in Exhibit 4 will be prepared.To the extent that shared access to other publicly owned properties is required for either Court Street or Monterey,other Reciprocal Easement . Agreements may be prepared. 15 3-54 MAC� 4 7.5 Parking Construction and Purchase Agreement The foam of an agreement between the City of San Luis Obispo and the Developer for the construction and financing of the parking structure shall be prepared. This.documentation to shall contain a fixed price bid for all work. 7.6 Performance Bond for Parking Structure Completion In addition to the fixed price contract,the Developer shall also provide a surety bond to guarantee completion of the Parking Structure which meets City standards for such bonds.This surety bond and guaranty will be conditioned on the facts and then-known remediation costs associated with any archaeological impacts associated with the Parking Structure construction. The final agreement will also include provisions for the sharing of such archeological costs in addition to those already known at the time, including a provision by which either party may terminate if costs reach a certain level. 7.7 Enhancement and Maintenance of Court Street Strmtscape In his presentation of the project,the Developer contemplates the installation of some mechanism to assure high levels of maintenance,uniformity of street fagade appearance and maintenance,adequate security and a variety of other enhancement improvements to the streetscape of Court Street adjoining the project, some of which will occur on public property or. on property not owned by the Developer.Before undertaking or implementing any such plans, the Developer shall either provide evidence of formation of a Property and Business Improvement District(PBID)including the other owners of property on Court Street who will be affected or, alternatively,provide evidence satisfactory to the City of the formation of some other voluntary cooperative enterprise to accomplish the same goals. 7.8 Additional Documents There may be additional documentation or further elaboration of this documentation. 8 RESPONSIBILITIES OF THE PARTIES 8.1 Developer It shall be the responsibility of the Developer to diligently pursue all aspects of the application for development, including all environmental processing,all zoning processing, any supporting technical studies,and any other supporting studies as may be necessary, including visual,traffic and circulation,historical,and archaeological investigation and mitigation, etc. All costs associated with both the processing of entitlements and City approvals and the production of studies and planning for the development shall be paid for by the Developer, including reimbursement to the City for those certain third-party expenses identified on Exhibit 6 incurred after approval of the MOU in the preparation of the required documents identified'in 16 3-55 ATTACHMEW 4 `v Section 7. It is anticipated that costs associated with development of the Palm Street Parking Structure will be included in the total cost of the Parking Structure. 8.2 City The City,in its role as landowner,shall cooperate with and fin-nish information to the Developer on the properties. With regard to zoning,the City's responsibility shall be limited to providing that level of interaction,timely response,and review as provided for in regulations and ordinances of the City of San Luis Obispo. 9 OTHER MUNICIPAL PROCESSING The Parties understand and agree that those approvals required of the City acting in its governmental or regulatory capacity are separate and distinct from those approvals required by the City under this agreemea. Notwithstanding anything to the contrary in this Agreement, nothing herein shall be interpreted to mean that the City is an any way waiving,limiting,or weakening any regulatory or police power the City may have in any of its governmental capacities. It is intended that the Developer shall be obligated to fulfill such requirements as may be imposed by the City or any other governmental agency or authority having or exercising any jurisdiction over the Property or over any construction to be undertaken by Developer in,on or about said Property. Refusal or failure by the City in its governmental or regulatory capacity to take a legislative action,issue any permit,license or any other action or approval sought by the Developer for construction of improvements on,or development of,the Property shall not constitute a breach of this Agreement. 10 NON-BINDING NATURE OF THE AGREEMENT Without obligating either of the parties,this memorandum summarizes what the Developer and the City perceive to be the major deal points with respect to the proposed Project. No binding obligation is created by this MOU or can be created other than by execution of both a binding Purchase and Sale Agreement and final,binding development agreement, and other associated documents listed in Item 7, above. Notwithstanding the foregoing,the parties agree that if a Purchase and Sale Agreement is entered into between the parties,it shall substantially include the teras of this MOU. This MOU is an outline for discussion purposes only, is not intended to be contractual or binding for any purpose and is not an offer or representation by either party. It is designed to reflect the ideas being formulated,to provide a framework to attempt to resolve issues and concerns which have.been raised,as well as for the resolution of issues and concerns which.may arise.In some instances,a tentative,but not binding,agreement on a matter is referred to,and in other instances,material agreements are yet to be defined and specified.The fact that any particular 17 3-56 ATTACHMENT 4 component or issue is not addressed in this MOU does not mean that it cannot be the subject of future discussions and negotiations,and the fact that a component is addressed does not mean that it cannot be rejected or modified by either party. The proposed Developer further acknowledges and agrees that the officers, employees and consultants of the City, or any member of the City Council,do not have authority to bind the City,and the final form of any proposed agreement to be negotiated may have to contain matters not contemplated by this MOU,but which may be needed to accommodate compliance with the California Environmental Quality Act(CEQA), and that there is no agreement by City to reimburse or defray any cost or expense incurred by the proposed Developer.The parties acknowledge that neither party will be contractually bound to any sale,purchase or development nor to any element of the proposed development until the final execution of a mutually acceptable final agreement approved and executed by authorized representatives. Alternatively, either of the parties may determine that further negotiations will not be fruitful and then terminate this MOU or allow this MOU to lapse without further liability to the other. 11 POSSESSORY INTEREST TAXES If the project contemplated by this Memorandum of Understanding is subsequently approved and constructed,a possessory interest subject to property tax may be created and may rest in the Developer. The Developer or its interest in the property and the improvements thereon may be subject to payment of property taxes levied on such possessory interest. Developer shall pay all such taxes,however categorized or calculated. 12 TAX FREE EXCHANGE City agrees to cooperate with Developer to effectuate a Section 1031 tax free exchange,or similar transaction,to the extent reasonably possible,provided that City will not bear any additional cost or expense for exchange transactions to benefit Developer. 13 ACCEPTANCE AND ACKNOWLEDGEMENT CITY OF SAN LUIS OBISPO BY Mayor Allen Settle ATTEST: Lee Price, City Clerk 18 3-57 ATTACHMENT 4 APPROVED AS T ORM: "rgAttorney CHINATOWN-COURT STREET PARTNERS,L.L.C. By: To Copeland, Mq&jing Mem ber 19 3-58 ATTACHMEW 4 LIST OF ExHoaPTS Exhibit 1. site map Exhibit 2 Phasing Diagram Exhibit 3 Paiiaag Garage Plan Exhibit..4 Reciprocal Easement Agreements Exhibit-5 Developer Contingencies Exhibit6 . Expense Items Eligible for Devel'oper.Reimbursement 20 ; 3-59 J ; ■■[■e■ ■■■■taa■>t■■■■�■■■■■■■�■imt�►e■■■■■■■■■■■■� �■■■ ■ ■■■ ■■■ soon■■ ■■■■� : . .. Z; ZZ ■�'I�IUINI�I���jq� IiIIN ilili��IiI,1�� : IN :F i ►�I�I�I`I�I�I�I�I�I� Ell ■ ■ IN ■ . ■ ■ ■ . ■ ® ■ . IN i i .�, �j . . ■ ■ i e ' ■ ■ � 1 MW WS ■a■o■■■■17■[■t�■I,ss���orlool7oi7oil■un■r�■nnn■:�■Onr,r `011 ■■■■errs■■■�rs■li■■rr■rr■■■s■lr■■■■♦ ��nc■■'[nf7■!■�I�t■■■If a 1■■■l ■ ■■oil■ ■11■■■■ co ' ns0000s■n:o+s0000■Ifo�/ls■sso■ssso�� i IN 11■■/ i.■..� IN I■■/ ■ , ■ = � I�� ,fel ��: IGS ■ ■ IN ICI■` 1■■/ Iwoinn /■ IN JOE ... I■■ M ■i. �' 1■■I �■ ■ ss■ ■■ ■■■■ an ■■oss■osoo■ ■■osons ■■ nor ■■■sso■■s■ i11111111111111111111�r► i w*5 - . - ..a JA J ♦■■[■D■.l■■■■;1■�■■■■■■�■■■■■n■�■H�ti�ee_e- ='i ♦■■■ ■ ■■■ ■■■ MINES■■ ■■■■� : Ord M i P10, 00 WR/ 00 ■ /.��>� Thin town Historical I 1�1alai ■ 110 Ind IN �■■■■ un■ ■r.■Iil��■.u■11m„■III, ■■f�■■f■t1■:i■G■Lr �n�■ ■r■■■■n■r�■nrrt■rr■■■fz■tarir■■■r :�■� ■n■'�u■■it■ui■■■�iR�a�n■■� .� :■■■■■■■■■t:■5■�■soon ���■■■■■■■■■■�- 7 ■ �� C • , tte • � � I Ali ��'���”' • IN ��/,Mw Ll ■ /�_,� = R sm IN ■ ■ ■ %�� IN ■ ■ ■ / IN son�■ ■■ ■■■■ ■■ ■■■■ ■■ ■■■■ ■■ ■■■ ■■ ■■■ ■ ■r �■■■■■■■■a■ illlll111���1'II ATTACHMENT 4 Exhibit 3.1 Subterranean Garage Plan - Upper Level I T I Pa`Im Stfeet I IT T T - r7 - - - - I I fi- - A - - q- - t -1 - - -o -`3 I I I I I I I I I I I I I I I I Level B - 1 Note: This exhibit is intended for schematic purposes only. It is not intended to represent the final design, instead it is one possible design provided for illustration purposes only. The final design will be subject to the usual City review process and no — approvals have been granted. CHINATOWN Fiistodc District 4 COURT STREET X30. ban Luis Obispo,cad'ornia SCALE 3-62 23 ATTACHMENT 4 Exhibit 3.2 Subterranean Garage Plan - Mid Level T T F,T1 M 1m Street T T T T � a m Z'J I I I L�4 I I 111 -12 ITl I I I I I I I I I I 1 I I Level B - 2 Note: This exhibit is intended for schematic purposes only. It is not intended to represent the final design, instead it is one possible design provided for illustration purposes only. The final _ design will be subject to the usual City review process and no approvals hove been granted. CHINATOWN Kstodc Dist ict COURT STREET �30. san IA& obiapo.Cakrornia SCALE 3-63 24 ATTACHMENT 4 Exhibit 3.3 Subterranean Garage Plan - Lower Level T T T PT, M Street T T T T — q t - -I - - r - 1- � -0 I I I I I 1 _ _1 — _ L _ LJ __� I I 0 a --0 Level B - 3 Note: This exhibit is intended for schematic purposes only. It is not intended to represent the final design. instead it is one possible design provided for illustration purposes only. The final design will be subject to the usual City review process and no approvals hove been granted. CHINATOWN hfst«lc District COURT STREET a--30. &n Luis Obispo.Qw0mia SCAU 3-64 25 ATTACHMENT 4 Exhibit 3.4 Interim Parking Plan I I a I Palm Street I I I I a � a a - n4- - 8� •- —O „ e= 11110, Palm Street Pa d Level a aT-0 O a 4O n r+ n a co �1 —1 I Hoff* Stmt Parking Level +4 u , -LI Surface Parking on top of garage- Prior to Phase 4 Note: This exhibit is intended for schematic purposes only. It is not intended to represent the final design, instead it is one possible design provided for illustration purposes only. The final design will be subject to the usual City review process and no approvals have been granted. CHINATOWN ffstoric DStrict • o COURT STREET a—uo. &an aria Cbiapo.C�tdbnria scp 3-65 26 ATTACHMENT. 4 Exhibit 4 Reciprocal Easement Agreement 1. Recitals 2. Parties 3. Purpose 4. Legal Descriptions(as an attachment) S. Grant of Easements by City. 5.1 Temporary easement for the purposes of constructing the Parking Facility pursuant to the plans and specifications approved by City. 5.1.1 Owner to conduct due diligence and satisfy itself as to the soil, geological and environmental condition or other suitability of the land for the construction of the Parking Facility and the Owner's Improvements. 5.1.2 Covenant of Owner to design and construct the Panting Facility in accordance with plans and specifications approved by City and in compliance with all applicable law etc(including prevailing wages if required by law). 5.1.3 Owner is solely responsibility for design and construction of the Parking Facility pursuant to plans and.specifications prepared by Owner and approved by City. 5.1.4 Owner will provide or arrange for indemnification and warranties for any defects in the design or construction of the Parking Facility, and the workmanship and materials incorporated into the Parking Facility. 5.1.5 Owner to indemnify City for any injuries,deaths or damages arising eco during the design or construction of the Parking Facility. 5.1.6 Approyal of the plans for the Panting Facility or the Owner's Improvements pursuant to this REA is not the issuance of any regulatory permit,and Owner must apply for and obtain,at its own expense,any entitlements for the construction of any work or improvement prior to any construction. 5.1.7 Ownership of plans, specifications,drawings by City. 5.1.8 During construction,the Parking Facility Improvements shall be owned by Owner. On completion, Owner shall prepare and deliver As-built plans to City. 5.1.9 Ownership of plans, specification,drawings,reports,studies,etc.by City. 5.1.9.1 Consent to ownership and assignment by Architects,contractors, engineers,consultants. 27 3-66 ATTACHMENT 4 5.1.10 Upon completion of construction(as evidenced by an architect's certificate and C of O by the City, inspection by City,etc.), title to said Improvements shall be conveyed to City lien free and without any encumbrance by or through Owner,and City shall deliver the purchase price to Owner(the purchase price should not include the incremental cost of enhancing the footings, foundations and other supports engineered in the Parking Facility in order to support the Owner's Improvements). The temporary easement for such construction shall terminate and City shall be the owner of the Parking Facility Improvements. 5.1.11 During construction, Owner shall procure and maintain insurance in coverage and amounts satisfactory to the City. 5.1.11.1 Public liability 5.1.112 All risk 5.1.11.3 Course of construction 5.1.11.4 Worker's Compensation,etc. 52 After title to the Parking Facility is vested in City,Easements in Parking Facility. 5.2.1 Describe dominant(Owner)and servient(Parldng Facility)tenements. 5.2.2 A temporary easement on the Parking Facility for construction of the approved Owner Improvements. 5.2.3 An easement to enter upon portions of the Parking Facility necessary to perform repairs and restoration of the Owner's Improvements. 5.2.4 An easement for minor deviations,overhangs, etc. 52.5 An easement for the use and support of the columns and structural members of the Parldng Facility to support the Owner's Improvements (the roof of the Parking Facility is not to be used as the floor of the Owner Improvements). 52.6 An non-exclusive easement, for the benefit of the businesses in the Owner's Improvements to be enjoyed with the general public,of access of vehicles,passage of pedestrians to and from parked vehicles. 5.2.6.1 Identify any special parking rights,if any(e.g.,employees, specific uses or leaseholds) 1. Identify any reservation of rights by City,if any 2. Identify and reserve space for items needed for the Parking Facility that penetrate the Air Space 1. Equipment 2. Utility lines 3. Stairways,escalators 4. Ducts,vents,exhausts,other items 5. Others 3. Parking of City vehicles 4. Use of common facilities,if any. 5. Easements for Owner Improvements that are in, abut or attached to the Parking Facility. 1. Doors 2. Elevators and stairways 3. Utility lines 3.6728 ATTACHMENT 4 5.2.7 Pmidng Plan. 6. Grant of Easements by Owner to City. 6.1 Describe dominant(Parking Facility) and servient(Owner)tenements. 6.2 Rights to inspect Owner Improvements 6.3 Rights of public passage through walkways, etc. 6.4 Right to enter and perform work for repair,maintenance, restoration, etc. of the. Parking Facility. 6.5 Rights for utility lines through Air Space. 7. No other Easements by Implication. S. Signage for Parking Facility and Owner Improvements. 8.1 Directories 8.2 Directional signs. 9. Benefits of City Easements rim to the Improvements approved by City and constructed by Owner of Air Space,and not to the Air Space itself(i.e.,no obligation of City to maintain or operate Parking Facility for non-approved uses or Improvements).. 10. Covenant of City to Use for Public Parking. 11. Covenant of Owner and to design,construct, operate,maintain and repair the Owner's Improvements 11.1 Owner is the owner of Owner's Improvements. 11.2 Design and construction of the Owner's Improvements are not to damage or adversely affect the Parking Facility. Owner shall make the separation between the roof of the Parking Facility and the Owner Improvements(floor,etc.) watertight. 11.3 Allowed uses of the Owner's Improvements;no changes without City consent. 11.4 Alterations, further construction. 11.5 Restrictions on uses in the Owner's Improvements 11.5.1 No change of or increase in uses(i.e.,retail space,theater,etc)of the Owner's Improvements without City consent or that would increase need for paridng spaces. 11.5.2 Restrictions on nuisances,noises,bright lights,odors,etc. 11.6 City makes not warranties or representations as to suitability of the land or the Parking Facilities for the construction and operation of the Owner's Improvements. 11.6.1 Owner will review Parking Facility plans and specifications for the purposes of its own use and operation. 11.6.2 Owner assumes all design and engineering risks for the construction of the Improvements(adequate support,proper materials of Parking Facility), etc. 11.6.3 Owner takes the land and the Parking Facility"as-is"and`where-is". 11.6.4 No duty of City to redesign,improve or modify Parking Facility. 11.6.5 Indemnity of Owner that Improvements will not damage Parking Facility, allow water or anything else to leak into the Parking Facility,cause any repair,special maintenance, undue stress,shorten the useable life of the Parking Facility,etc. 12. Maintenance and repair of Parking Facility 12.1 Standards of maintenance for City 3-6829 -ATTACHMENT 4 12.1.1 Lighting 12.1.2 Striping 12.1.3 Cleaning 12.1.4 Mechanical devices and controls 12.1.5 Comparable to other City parking facilities. 12.2 Standards of maintenance of Owner Improvements. 12.3 Self-Help if standards are not met; right of entry;right to reimbursement 13. Operation of Parldng Facility 13.1 Management as elected by City(independent contractors, City employees) 13.1.1 Management agreements shall comply with public purposes and IRS restrictions applicable to any tax-exempt financing. 13.2 Rates, fees and charges;compliance with IRS requirements. 13.2.1 Hourly rates 132.2 Validation programs;not for employees. 13.2.3 Theater patrons 13.2.4 Monthly parkers 132.5 Comparable to rates in other City parking facilities;set by City Council. 13.3 Hours of Operation;Right to close for emergencies,public safety, etc. 13.3.1 Coordinate with hours of businesses,theater(e.g.,one-half hour after closing,but not later than 1:30AM; open at I0:00AM). 13.4 Security 13.4.1 Right of.City to eject or ban users for improper behavior,breach of good conduct,violation of rules,etc. 13.4.2 Right of City to patrol by City police. 13.5 Rules and regulations for users of the Parking Facility. 14. Formation of business improvement 14.1 Purposes, scope of authority 14.2 Agreement to formation 14.3 Waiver of objections 14.4 Agreement to pay assessments 14.5 Liens for assessments 15. Operation of Owner Improvements 15.1 Plan of operation 15.2 Leasing plan,tenant mix. 15.3 Hours of operation 15.4 Non-discrimination 15.5 Tenant's association,if any. 16. Insurance 16.1 Required Insurance for Parking Facility and Owner Improvements 16.1.1 Specify risks and losses 16.12 Coverage amounts (risk manager of City) 16.1.3 Deductibles 16.1.4 Exclude certain risks and losses(e.g., earthquake) 16.2 City self insurance; pooling. 17., Covenants against Hazardous Materials. 17.1 Restrictions on introduction of materials 3-6930 ATTACHMENT 4 17.2 Indemnities 17.3 Remedial actions 17.4 Reporting 18. Transfers of Ownership of Air Rights 18.1 Consent of City 18.2 Qualified Buyer. 19. Mortgagee protections 19.1 Notices 19.2 Rights to cure 20. Damage and Destruction of Parking Facility and Owner Improvements 20.1 Use of insurance proceeds to restore,repair,reconstruct 20.2 No liability of City for uninsured casualties unless insurance in force. 21. Condemnation of Parldng Facility and Owner Improvements. 21.1 Each retains own claim for compensation and damages. 21.2 Use of proceeds for restoration. 22. Termination 22.1 If the Owner Improvements are materially damaged or taken and not restored to reasonable use;if the Parking Facility is materially damaged or taken and available proceeds of insurance or awards are not sufficient to repair or restore the Parking Facility. 22.2 Cessation of use,or change of use not approved by City,of Owner Improvements. 223 Wear and tear of Parking Facility causes inability to fimction properly without capital expenditures and City elects not to make such capital expenditures (no obligation to rebuild,redesign,etc.). 22.4 A termination,if not otherwise previously terminated. 23. Defaults;Notices;Remedies 3-70 31 AnACHMENr 4 Exhibit 5 Developer Contingencies Section 6.2 of MOU 1. The Close of Escrow and Developer's obligation to consummate the transaction contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions for Developer's benefit on or prior to the Initial Closing Date. Developer may,in Developer's sole and absolute discretion,terminate this Agreement at any time by written notice of cancellation to City if Developer determines that any of the conditions set forth in this Agreement will not be satisfied. A The development review process is concluded and all approvals and entitlements are obtained,including all requirements or conditions as may pertain to final entitlements and approvals of the project,and such approvals,conditions and requirements(however phrased)are acceptable to Developer in its sole discretion. The timing,conditions and cost of the permits and approvals(including any mitigation fees).imposed on the Project by any governmental entity having jurisdiction are acceptable to Developer. B. Developer has received binding commitments from a lender or lenders to provide construction and permanent financing for acquisition of the Court Street and Monterey Street properties and the construction of all improvements to be undertaken by Developer in connection with the Court Street,Monterey Street, and Palm Street Underground Parking Structure portions of the Project,on terms satisfactory to Developer in its sole discretion. C. Developer has received commitments for leases from tenants on terms satisfactory to Developer in its sole discretion,including minimum amounts of square footages deemed satisfactory to Developer. 2. Removal of Developer's Contingencies. Developer will provide City with written notice within ten(10)days of satisfaction of each of the contingencies listed herein. If Developer does not give City written notice of removal of contingencies or notice of cancellation prior to the Initial Closing Date,Developer shall have the right to cancel this Agreement by giving written notice to City. 3-71 32 ATTACHMENT 4 ; Exhibit 6 Expense Items Eligible for Developer Reimbursement Subsequent to the adoption of the MOU by the City Council, Developer has agreed to reimburse the City on a monthly basis for additional third party costs incurred in conjunction with the processing of this project. Such third-party costs shall include,but not necessarily be limited to, the following items: 1. Charges for the services of PCR Kotin,the City's Economic Consultant. 2. Charges for special counsel retained to assist in drafting the documentation,tentatively identified as Herbert Weiser of King,Weiser,Bazar and Jacobs LLP. 3. Charges(whether in reimbursement of salary and benefits or subcontractor costs) for any additional planning staff hired to expedite the review process for this project in the Community Development,Public Works and other affected departments of the City. As a matter of information but not of consent,and subject to the City's unrestricted judgment of deletion and editing,the Developer will be provided in advance with copies of the contracts and scope of work statements governing the services provided by third parties and for which the Developer will be billed. Subsequently,the Developer will be billed at monthly intervals with all reimbursement requests due and payable within thirty(30)days. 3-72 33 ATTAQHMW Memorandum of Understanding between The City of-San.Luis Obispo And Chinatown-Confit Street.Partners LLC For the Purchase of the Copelods' smd French Properties Dated;, September 1A 2000 143 ATTACHMENT 5 Recitals..................................................................................................................................................3 1. Property to Be Acquired...............................................................................................................4 1.1 Scope of Purchase..................................................................................::..............................4 1.2 Pricing of Land.....................................................................................................................4 1.3 Timing...................................................................................................................................4 1.4 Standards of Compatibility...................................................................................................5 1.5 Subdivision Costs.................................................................................................................5 1.6 Remainder Parcels................................................................................................................5 1.7 Interim Use for Public Parking.............................................................................................5 1.8 Air Rights Purchase..............................................................................................................5 1.9 Payment Terms..........:..........................................•-...............................................................6 . . 1.10 Right of First Refusal............................................................................................................6 1.11 Repurchase........._.................................................................................................................6 1.12 Ownership of Plans...............................................................................................................6 2. Contingencies to Closing..............................................................................................................7 2.1 Regulatory Approval.............................................................................................................7 3. Documentation..............................................................................................................................7 3.1 Land Purchase And Sale Agreement...................................................................................7 3.2 Air Rights Purchase and Sale Agreement.............................................................................7 3.3 Reciprocal Easement Agreement(s)......................................................................................7 3.4 . Additional Documents..........................................................................................................7 4. Non-Binding Nature of the Agreement ........................................................................................7 5. Acceptance and Acknowledgment...............................................................................................8 2 3-74 ATTACHMENT 5 Memorandum of Understanding between The City of San Luis Obispo And Chinatown-Court Street Partners LLC For the Purchase of the Copelands' and French Properties Dated: September 19,2000 RECITALS Whereas Chinatown—Court Street Partners L.L.C. (the Developer) desires to construct retail, office, restaurant, and theater facilities in downtown San Luis Obispo over three project areas which total approximately 93,000 square feet; and the land area under consideration is currently owned by the City of San Luis Obispo (the City) and located strategically close to the site of the proposed Civic Center Project, collectively,the"Chinatown-Court Street Project'; and Whereas there is located across the street from the City Hall of the City of San Luis Obispo (City) and directly across the street from the Chinatown component of the Chinatown-Court Street Project a strategically located piece of property which the City would like to acquire to facilitate its long- term expansion plans for new facilities and/or parking; and Whereas the property under consideration is currently owned by two private parties, Copelands' Properties, LLC (Copelands') and George O. French and Mary E. French, as trustees of the George O. and Mary E. French Family Trust (French), and the City desires to purchase a portion of the land from Copelands' and French outright; and Whereas Copelands' and the Developer are effectively under the same leadership and control; and Whereas the Developer intends to facilitate the City's acquisition of the Copelands' and French Properties by approving of the sale of the Copelands' property and arranging for a sale of the French property to the City; and Whereas the proposed Chinatown-Court Street project is of tremendous value to the City but at the same time might have impacts that would make subsequent acquisition of the subject property more difficult or more expensive and therefore dictate its acquisition concurrently with the acquisition of the Chinatown-Court Street component of the project by the Developer;and Whereas the City Council has directed the staff and consultants of the City of San Luis Obispo to prepare for their review an MOU describing a proposed purchase arrangement; and Whereas the proposed purchase and sale agreement will be considered non-binding in nature; Now,therefore, the parties have prepared the following MOU. 3 3-75 ATTACHMENT 5 I. PROPERTY TO BE ACQUIRED 1.1 Scope of Purchase The City will create two parcels on the Copeland/French Properties called Parcel A and Parcel B, as more specifically set forth in Exhibit 1. City will buy either Parcel A, or Parcels A and B if it decides to put underground parking on the Copeland/French Property. At the time of the Chinatown/Court Street closing referred to in Section 1.3, City will make an election to buy either Parcel A or Parcels A and B. 1.2 Pricing of Land The City will acquire the defined segments of the Copelands' and French properties in.fee simple at their market values of 4/27/00 as appraised by Lindsay F. Nielson, of Ventura Appraisal Consulting Corporation,more specifically set forth below: Square Feet Price Parcel A:Land and Improvements 12,718 776,700 Parcel B:Land 4,377 153,200 Total:Parcels A and B 17,095 929,900 Less Purchase or Offset for Air Rights Purchased by Developer @ 65% of Parcel B Pursuant to Section 1.8 (99,600) Net Total:Parcels A and B $ 830,300 1.2.1 The City shall have the option to purchase defined segments of the Copelands' and French properties which will either include or exclude (at the City's option) that portion of the properties depicted on Exhibit 1 as Parcel B underlying the proposed air rights purchase area described in Section 1.8, below_ In the event that the City elects to purchase only that portion of the Copelands' and French properties which excludes the area underlying the air rights parcel,the provisions in this MOU pertaining to the air rights purchase shall not apply. It is understood that the City shall only pay for the portions of the Copelands' and French properties which it elects to purchase,according to those market values determined as of 4/27/00 as appraised by Lindsay F.Nielson,of Ventura Appraisal Consulting Corporation. 13 Tinting The purchase will take place concurrently with the closing of escrow of the Developer's purchase of the Court Street and Monterey Streef Properties (as defined in a separate MOU titled"Memorandum of Understanding between The City of San Luis Obispo And Chinatown-Court Street Partners LLC For the Sale and Subsequent Development of Selected City Properties"dated September 19, 2000). 4 3-76 ATTACHMENT 5 1.4 Standards of Compatibility The City shall use Parcel A only for public parking, office, retail, municipal facilities, or a combination thereof, and if the City constructs a building on parcel A, the City shall build a building of a minimum of 10,000 square feet. 1.5 Subdivision Costs The City shall pay all expenses of subdivision and transfer of the portions of the Copelands' and French properties. 1.6 Remainder Parcels The Remainder Parcels shall be that portion of the existing Copelands' and French properties that remain in the hands of the current owners. Remainder parcels shall comply with all land use and . zoning requirements for parking, access, and use, but any additional parking requirements generated from the Remainder Parcels will not be met in whole or in part by the Palm Street Underground Parking Structure (as defined in the separate MOU referred to in Section 1.3 above). If the Remainder Parcels do not have adequate space for the required number of parking spaces, then Copelands'and French shall be entitled to pay the current parking in-lieu fees(i.e., $4,000 per space) for the required number of parking spaces. 1.7 Interim Use for Public Parking The City agrees to maintain Parcel A in public parking use until such time as it commences development of Parcel A. 1.8 Air Rights Purchase Concurrently with the closing of escrow the Developer will purchase the air rights above the area depicted on Exhibit 1 as Parcel B at market value determined as of 4/27/00 as appraised by Lindsay F. Nielson, discounted by 35 percent. The approximate square footage and agreed upon price are as follows: Value of Land 4,377 S.F. $35/s.f. $153.200 Less 35%discount for air rights— 53.600 Total $ 99,600 1.8.1 The sale of these air rights contemplates a transition from surface air rights to air rights above a parking structure without compensation to the Developer for loss of use during construction. 1.8.2 . In order to ensure compatibility of construction requirements for the air rights parcel, the City and the Developer shall coordinate engineering and construction requirements for any 5 3-77 ATTACHMENT 5 structures) to be constructed by the City below the air rights parcel, provided that Developer shall pay for any increased costs arising out of design or construction requirements to accommodate the Developer's proposed construction on the air rights parcel. 1.9 Payment Terms The City shall pay cash at close of escrow for its acquisition of the Copelands' and French properties. The parties will cooperate in arranging tax-free exchanges, or similar transactions, to the extent reasonably possible, provided that the City will not bear any additional cost or expense for exchange transactions to benefit Developer. 1.10 Right of First Refusal. Developer reserves the right of first refusal to reacquire Parcel A if the City decides to sell or lease Parcel A prior to construction. This right of first refusal shall automatically terminate upon construction by the City of a building of 10,000 square feet or larger. 1.11 Repurchase If City does not commence construction of the proposed parking structure on Parcel B within five (5) years after the Initial Closing Date referred to in Section 1.3, then Developer shall have the right to repurchase Parcel B for the amount paid by the City to the Developer reduced by the amount paid by the Developer for the air rights as specified in Section 1.8, without financial penalty. City shall not be deemed to be in default of its obligation to commence construction within five (5) years if and/or to the extent that the commencement of construction is delayed or becomes impossible because of any act of God, war, earthquake, fire, strike, accident, civil commotion, epidemic, unanticipated weather conditions, labor disputes, act of government (other than normal and customary regulatory act of the City), or any other unavoidable cause which was not within the reasonable control of the City to prevent or avoid by the exercise of reasonable diligence during all or any part of the five (5) year period. Upon the occurrence of any such event, then the period within which to perform hereunder shall be extended for a period equivalent to all or any part of the period that any such conditions shall prevail. In the event of any such extension(s), the specific dates,periods, and time requirements shall be postponed or extended accordingly. 1.12 Ownership of Plans In the event that the City does not build the proposed parking structure on Parcel B and the right of repurchase described above is exercised, the repurchase shall include the transfer to the Developer from the City of all plans, specifications and designs for the proposed structure to be erected. Such plans shall then become the property of the Developer. 6 3-78 ATTACHMENT 5 2. CONTINGENCIES TO CLOSING 2.1 Regulatory Approval Regulatory approval will be required for the creation of Parcels A and B. The closing of the purchase will also be ultimately dependent on the closing of the Court Street and Monterey Street properties, which in turn is contingent upon regulatory approval of the Developer's Chinatown- Court Street project, among other things. 3. DOCUMENTATION At a minimum the documentation to be created as a result of this MOU will include the following: 3.1 Land Purchase And Sale Agreement 3.2 Air Rights Purchase and Sale Agreement 3.3 Reciprocal Easement Agreement(s) It is anticipated that a reciprocal easement agreement will be needed as between the Remainder Parcels, the air rights parcel (Parcel B), and the subject property (Parcel A). A final version of the Reciprocal Easement Agreement is to be prepared by Counsel selected by the City. 3.4 Additional Documents There may be additional documentation or further elaboration of this documentation, and Developer and City agree to cooperate in the execution of such documentation. 4. NON-BINDING NATURE OF THE AGREEMENT Without obligating either of the parties, this memorandum summarizes what the City and the Developer perceive to be the major deal points with respect to the proposed purchase. No binding obligation is created by this MOU or can be created other than by execution of a binding Purchase and Sale Agreement and other associated documents listed.in Item 3, above. Notwithstanding the foregoing, the parties agree that if a Purchase and Sale Agreement is entered into between the patties,it shall substantially include the teams of this MOU. This MOU is an outline for discussion purposes only, is not intended to be contractual or binding for any purpose and is not an offer or representation by either party. It is designed to reflect the ideas being formulated, to provide a framework to attempt to resolve issues and concerns which have been raised, as well as for the resolution of issues and concerns which may arise. In some instances, a tentative, but not binding, agreement on a matter is referred to, and in other instances, material agreements are yet to be defined and specified. The fact that any particular component or issue is not addressed in this MOU does not mean that it cannot be the subject of future discussions and negotiations, and the fact that a component is addressed does not mean that it cannot be rejected or 7 3-79 ATTACHMENT 5 modified by either party. The proposed Developer further acknowledges and agrees that the officers, employees and consultants of the City, or any member of the City Council, do not have authority to bind the City, and the final form of any proposed agreement to be negotiated may have to contain matters not contemplated by this .MOU,but which may be needed to accommodate compliance with the California Environmental Quality Act (CEQA), and that there is no agreement by City to reimburse or defray any cost or expense incurred by the proposed Developer . The parties acknowledge that neither party will be contractually bound to any sale,purchase or development nor to any element of the proposed development until the final execution of a mutually acceptable final agreement approved and executed by authorized representatives. Alternatively, either of the parties may determine that fiuther negotiations will not be fruitful and then terminate this MOU or allow this MOU to lapse without further liability to the other. 5. ACCEPTANCE AND ACKNOWLEDGMENT CITY OF SAN LUIS OBISPO By: Mayor Allen Settle ATTEST: Lee Price,City Clerk APPROVED AS TO FORM: *eG- g en ity Attorney CHINATOWN-COURT STREET PARTNERS, L.L.C. y: Thomas M. peland, Managing Member 8 3-80 EXHIBIT 1 ATTACHMENT 5-q PALM ST MfJ'Jt'E� � N 53°36'E 101' ]1 'S 9,T f se:+7 W ylw rr q L N �ti U N 53°36'E 98.18' �. � _ .,fie+ rrlL..•r I H. Ato W A W I I I► I a 0 • it y� a 0, y� I . I ,� NZir°7'E ZI Q1 N540067E 97.18' jl w; AREA PARCEL A: 129718.11 sq. ft. AREA PARCEL B: 49376.53 sq, ft. N � I Y : w .Y 1 � �Ie •Ie T Ls»_oe'..•oe. rf.v. I I Y w1Y N 54006'E I I AV 4 MONTEREY ST 3-81 son MEN 01111311 FF �� • is �►� , ' G; f��'�!' NO = In m In r ,►' �� . M use(above) � . :i j Illl.� In ■ In = lltttttttE\� i rm op Ike�■■>t■o■■■u�■c■r. ■r:■'u�■�■.a■i�■:,■tl■■■■■r�■■■ni■:�■o■ttl �■■■■■rrt■■■■r■■■■■■■■�■rr■■■�■■�■■■■j .■■■�1a►nKu■■u■il 3 n■■■� a■■■■l; no ► ■■■■■■■■■r■t:■■■■■■■ l■■■■■■■■�1��� ■ ■ _ i■ - - ■ ■ //` / In E Ijfi pE StD moo' Anders R ase reet ■ ■ ■In im El L��''.! �■ ■ ■ - : '/ ■ ■ ■ Cd77 vv� ■ : In �Ei =_-e.,.,Ij• /e!��►tom ATTACHMENT 'l' Analysis of Parking Availability at the End of Each Phase Current Phase I Phase 2 Phase 3 Phase 4 Court Palm Illowerey Palm Street Garaue St Dev. AVAU ABLE SPACES S CourtStreet 118 0 0 0 0 Monterey Street 52 0 0 0 0 Palm Street(surface) 117 0 105 105 0 Underground Garage 0 0 259 259 259 Total 287 0 364 364 1259 SPACES NEIDID Existing Spaces 287 287 287 287 287 New Demand Court Street 0 128 128 128 128 Monterey Street 0 0 0 40 40 Palm Street 0 0 0 0 146 Total 287 1287 1287 1455 1 601 PAREING DEFICIT jo 415 51 91 342 'Copeland will facilitate a parking management plan to minimize the impacts of this parking deficit. r Copeland will facilitate a parking management plan to minimize the impacts of this parking deficit. 'This estimate,as well as the Phase 4 total,assumes the incorporation of the Yung Parcel into the development of the Palm Street garage.There may be legal and/or financial obstacles to this incorporation,in which event these numbers will change. 3-83 In X., A. r TOW:- CL C CD CDri F 3. O 93 D CD O 0 41 CL M, so cop c Cf M rw 5-MO S3 h;0 A Ilk z 44- 'lir! -04-M MM- ATTACHMENT 9 Summary of the 7 Principles of Smart Growth and Newtrbanisml from the Main Street National Trust for Historic Preservation 1. Resource Efficiency Implement policies which encourage effective land use that avoids sprawl and high infrastructure costs. 2. Compact Development Encourage infill development Use empty lots and`underntilized"properties to create higher density,compact cities 3. Center Focus Follow the"Ahwahnee Principles"developed by a coalition of new urbanists from the west coast that state: "Communities should have an appropriately scaled and economically healthy center focus. At the community level, a wide range of commercial, residential, Cultural, civic and recreational uses should be located in the town center or downtown." 4. Mixed Use Encourage mixed-use development of commercial,residential and office. Creative combinations should not be overlooked. "Livetwork"space is the current popular combination to attract cultural activities back to Main Street. 5. Transportation Options The way people get around should be diversified. Public transportation and bicycle access should be encouraged as alternatives to the car. 6. Pedestrian Orientation Like San Luis Obispo, California,design standards that encourage pedestrian- scale design should be encouraged. 7. Community Character A community's distinct identity should be enhanced and maintained through design standards that have a local focus. Summary of the seven principles originally presented to Council by Doug Loesher on August 29,2000. 3-85 ATfAC[M T p �iim��lllllllll� I�°uul�� I city of san Luis ompo MEN Parking Fund Financial=Analysis Ability to Afford the Chinatown Historic District-Court Street Project May 31,2000 The revenue and expenditure assumptions for this five year forecast are set forth in . PURPOSE' Exhibit A.2. The purpose of this analysis is to evaluate the ■ Estimate the Impact of the Proposed Parking Fund's ability to finance 601 structured Proems Using the analysis in Exhibit A.1 parking spaces that will be needed to replace as the starting point, Exhibit B shows the impact existing surface parking (287 spaces) and meet of the proposed project based on the following key factors: the new parking requirements (314 spaces) under the Copelands' Historic Chinatown . Lost revenues from the Court and Palm- District-Court Street Project proposal. Monterey Street area surface lots. CONCLUSION • Construction costs for the 601 spaces. • Net sources available to fund The Parking Fund should be able to fund this construction of the 601 spaces from the cost if the Council implements the revenue proceeds of the land/air rights sale and measures already set forth in the Draft Parking available working capital. and Downtown Access Plan. • Remaining amount to be debt financed APPROACH and related annual debt service costs. • Ongoing operating costs for the new The following summarizes the "two-step" structured spaces and related revenues. approach we took in reaching this conclusion: • Annual shortfall. ■ Project the Parking Fund's Financial • Revenue options. Condition Without the Proposed Project. CUMMARY Exhibit A.1 shows that after building the LY Marsh Street garage expansion, the Parking Fund should have a "one-time" ability to As reflected in this analysis, without new fund future projects of about $3.3 million, revenues, there would be an annual shortfall of and an ongoing ability after that to fund new about$268,000 by 2005-06. However,there are debt service requirements of about$500,000 over $750,000 in annual revenue options based annually on those already presented in the Draft Parking and Downtown Access Plan. Taken together, this indicates an ability to fund about$9.5 million in new projects after the Marsh Street garage expansion between pay-as-you-go funding ($3.3 million) and debt financing($6.2 million—the amount of construction that could be supported by $500,000 per year in debt service costs). 3-86 CO C O O O O C O O C O O O O O O O ATTACHMENT 10 0 0 0 0 0 0 0 0 0 0 0 Op O O O N T Oi en O O O It 0 Oi N O O Gi 't Q C � O ^ t- %n en tn m O O N O N Q �O O 00 a0 k Z N en O .. O\ to m N O to O O% in oo lV n aCF V1 v1 in tel O Q ^ V i O N O Q tn N O O O O 0 0 0 0 0 0 pp O O O O :O'; O O O O Oi C C O Q O Q Q O O 0 0 0 0 0 O .O O O O n O 00 en O O O O Q %O O O lD 0o It" \O m OI O O .•+ t` to to h vi -ct O Q O N %O n i0' In O O N h O� O O, h N O Inn h v1 ao eo 0D 00; N N %n Os 7 ^ h t� N O en tom kyr. 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OD 00 tm d bo Cod sotsd eoga: -a dW Y m e y a w ° w ca to �• q :. o � a0o SF OUAF m 090z' 33 F 3-87 ATTACF AENT p O N c °-a O vGi tn !s O = a= 03 Vi d N a H m " pm y N O 9 O C R1 0 CO caC O O N h N 7 p >r v R Ov S $$� K v i Cx C •R, •00 N O l0 H m r m 3 0 m O x m y " >. u z, N 1L m = y m g a 3 m o o en 13 en v a G V9 Y a n Q y vi wlu cs V �O r0• N y .m. 0 — E ;•' w g 0 O L' vl p _C •C ^ O R d0 000 O •_�' 3 p o e 'ri � Inea �oo 3 S. 0 to d o o m m C a � 0% 00 0 >ych G rl y 0 W ..a C� •p T.t �'q ^ v 0 = � _ v W •� a $ >, a> m c aEi ? Z! m v 0 ai 3 '�• o t i u u o vi cclL m >, 0 ca x s • � � �•3 w 5 d � v � '� o °o eo �. �- m a d $ � a N k 7 Q C O D h y d C 9 C N G U m b0 > •a d C a m �. � r � cCtl C 4) y C 0. x. 9 .° d 3 q 3 x ti �' o. E .6 °°^ y oo g d E _ o •o � e U W m -. 6� r 3 E ° y>y Oy _� y 'a rA c w Q a LL. 00 v OD G y E C a 6'1 r�ii Q fA .7 h pp 0 0 O Q O V Z > O. 3-88 :TING AGENDA - DATE 2-i.q-00 ITEM # 3 • San Luis Obispo Chamber of Commerce 1039 Chorro Street • San Luis Obispo, California 93401-3278 (805) 781-2777 • FAX (805) 543-1255 • TDD (805) 541-8416 David E. Garth, President/CEO September 14, 2000 [ESOATTORNEY UNCIL ❑CDD DIR O ❑FIN DIR AO ❑FIRE CHIEF Mayor Allen Settle ❑PW DIR Members of the City Council ERK/ORIG ❑POLICE CHF MT TEAM ❑REC DIR City of San Luis Obispo TT- ❑UTIL DIR 990 Palm Street '��N ❑PERS DIR San Luis Obispo, CA 93401 5. 5fio+nlvJYU� Re: Chinatown Historic District/Court Street Project Dear Mayor Settle and Members of the City Council: In view of the upcoming Council meeting agenda item re MOU's for the Chinatown Historic District/Court Street Project, our Chamber wants to reiterate its continued support of the project and in Wcular to encourage all parties to move ahead in the most expeditious manner possible: The current plan brings social and economic benefits to the City within the context of smart growth principles. This approach also reflects core values of our Chamber and we are convinced that the overwhelming good of the community is served by this project. Since the timeliness of each phase is so important, we hope that you will see fit to move forward as quickly as possible. In the words of one of our Board members, "It's time to take the leap of faith." Overall, the potential risks are clearly outweighed by the potential rewards, therefore, we hope that you will consider ways in which the project can be expedited so that construction can begin. We appreciate the progress that the Council, City staff, and the Copeland's team have made thus far and eagerly anticipate continued steps toward the goal of a completed Chinatown Historic District/Court Street Project. Sincerely, Dave Cox RECEIVED Chairman of the Board S F P 1 4 2000 SLO CITY COUNCIL e-rnail: slocha[TibP;@,slochamber org websites: www.slncl aniber.org www v+sitslo.com CV `SING AGENDA DAA c ° ITEM # ►►�iiii�,� council mcmoizanbum r 7o,, 77- DD DIR DATE: September 18,2000 FIN DIR i FIS CHIEF TO: City Council TN DIR POLICE CHF REC DIRFROM: John Dunn,City Administrative Office/ UTIL DIRV PERS DIR_ SUBJECT: Memorandum of Understanding-Chinatown Historic Di cO Cou Street Project M As you are well aware, the City has been dealing with the Copeland's proposal for about a year now. It is with great regret that I am unable to be with you tonight. However, I do want to transmit my thoughts, supplementing the staff report,to you. The staff recommendation is to approve and to proceed under the two memoranda of understanding. What are the reasons for this recommendation? First, I think that all of us agree that the City's downtown is a critically important part of our community. We are blessed by being one of these fortunate communities that has a strong and vital downtown. We have worked hard as a community to protect,preserve and to strengthen our downtown. Our City has spent a large amount of time and effort in formulating plans for our future. Within that framework, I have carefully examined the General Plan provisions that deal with the downtown. The proposed project meets the test for consistency with • the City's General Plan. It also meets the test of being consistent with and being a means of implementing the City's Downtown Plan. Secondly, this project depends for its success upon the critical reuse of publicly owned land, and for future public use of what is now privately owned land. As has been stated in recent times, this is a very complex project, and there are relatively few people who would fully understand this project in all its complexity. Therefore,this project raises a very simple question,are the two proposed memoranda fair to all parties? While fairness, like beauty, is in the "eye of the beholder", there are certain things we can say. The Copeland's have obviously looked at the project from their point of view, of giving sufficient return on investment, and have agreed to the terms. The City has obviously looked at it from the perspective of gaining certain agreed-upon public objectives, and a long-term return on the community investment. The two memoranda have been in negotiation for some time, and,yes there were dark hours during these negotiations as both sides grappled with tough issues. Is it fair? Given the position and demands of both parties, it is as fair as we were capable of making it. Yes, I believe the agreements are fair. Of course, the final judgment of fairness rests with the City Council. Lastly, the ultimate question is whether the proposed development is consistent with our future vision for this portion of the downtown. It is a high density,mixed use,pedestrian-encouraging project. Does it integrate with the existing downtown and with the City and County Government center? Does it further the diversity and attractiveness and the vitality of the downtown? The City staff believes it accomplishes these objectives. Our downtown is important to our community—it is our City's heart. This project represents an important step in ensuing downtown's future strength and vitality. Many people in the City and on behalf of the Copeland's have worked very hard to get us to this point. For the reasons set forth above, it is recommended that we proceed. mzmo Chinatown moll i MEEfIN AGENDA . ; J DATE q-o� ITEM#_.._ • pl••re..+.gr.. �•-r�.�'+:e c�'i-a=:'""TJ'FI-''?'3. i.•. __:1• ..R,' .n•'r�u.':''�f�P�IF?�.?.: •r !!��,,�•r• .r syr•• 4. � ra ri �I.''7�i+� 5':�..r,iN..i>^:.�L-?,,Plau.a_.ii..::;;:.�::•:C:'iL!•.!::5}�TJ.i�^�:'''4 1,T aL{•Ibn:V1i': :I � :.i6s:,.r:!n•.... n'e ._�VP..i..J r:j M1I. i�. "r...��4fI�n4:Ir!rr dr 'I :Lr.P. �r.d...iµ.y;i�xbar.'••^,It:l°`rJ�ir._�i`gr•:.�_n��:ki:.--?'G::�-:ura.;�'r;r:l.Ii+Lyr.:.'r�c�I:,N:��1,. �' f t�ti:'�.:iI'r'�.r''�:viy�'.'n.=_.�:�x��YYr!W�.Yi�v:p.�an-�r�d�,a' •y5-. CC . il F ,2'ATORNEY ❑PW DIR .E �LERK/ORIG O POMCE CHF ❑MOMT TEA! ❑REC %13J#16 O 7 To' The Mayor and C 1 ty Counc i 1 Fax: 781-7109 i 5. 5�i V%Wyck- Randy and Lori Betz from: 4442 Poinsettia Date: 09/18/00 Chinatown/Court Street Re: Project Pages: 1 CC: M Urgent ❑ Please Comment ❑ Please Reply ❑ Please Recycl As a resident of San Luis Obispo 1 support the approval of the Memorandum of Understanding on the above referenced project. I believe this project will be every bit the success as the Downtown Center and. that it will be a true asset to the City. The Copelands have shown that they .can complete a project of this caliber and do it in a first class manner. Please vote to approve the go ahead with this project. Thank you. . . . . . . . . . . . . . . . . . . . . . . . �I �.,�•..:r l nuc 711 T I 0C)W')TW) I.I.MP t7T MPn7I'RT',435 SEP.18.2000 1:21PM CHICAGO TITLE NO.689 P.1/1 I ''T—� M• •�TTT-rl1TIM'�.'.�T'nT."'�^-•'�M••�e.n- ly��w�•.er.--Tn..n iftta.rw'�d' Lam•'• 1 I �...�w....naf-..�.�.u..�.�..r�nILM�+IJ.��rrv'•�' •, ~• •i The Mayor and City Council Fax: 781 -7109 I , From: ar ��O I/ � � pate: 0911 B/0o Chinatown/Court �S/t�reet P ro j ec G Pages: I CC: M urgent a Please Comment ❑ Please Reply ❑ Please Recycl /19G &0495 5 ZL2= " 77Z�/-Z Z&Z4:9 ALO As a resident of San Luis Obispo I support the approval of the Memorandum of Understanding on the above referenced project. I believe this project will be every bit the success as the Downtown Center and that it will be a true asset to the City. The Copelands have shown that they cancomplete a project of this caliber and do it in a first class manner. Please vote to approve the go ahead with this project. Thank you. . . . . . . . . . . . . . . . . . 5EP.18.2000 2:35PM CHICAGO TITLE NO.695 P.1/1 To: The Mayor and City Council Fax: 781-7109 From: Date:. 09/18/00 Chinatown/CWurt Street Re: Project Pages: I CC; ® Urgent ❑ Please cortvnent ❑ Please Reply C] Please Racyd . . . . . . . . . . As a resident of San Luis Obispo nl suppo t the approval of the Memorandum of Understanding on the above referenced project. I believe this project will be every bit the success as the Downtown Center and that it will be a true asset to the City. The Copelands have shown that they can complete a project of this caliber and do it 'in a first class manner. Please vote to approve the go ahead with this project. Thank you. RFCEI�ED St cry co .A( . . . . . . . . . . . . . . . . . . . . . . . OL To: The Mayor and City Council Fax: 781-7109 From: Denise Miller Date: 09/18/00 5724 Pebble Beach Way Chinatown/Court Street Re: Project Pages: 1 CC: QSl Urgent ❑ Please Comment ❑ Please Reply 17 Please Recyd As a resident of San Luis Obispo I support the approval of the Memorandum of Understanding on the above referenced project. I believe this project will be every bit the success as the Downtown Center and that it will be a true asset to the City. The Copelands have shown that they can, complete a project of this cal lber and do it In a first class manner-. Please vote to approve the go ahead with this project. Thank you. . RF�FiV� SEp 18 SLO t;iry ?000 c . . . . . . . . . . . . . . . . . . . . . . 0-1S 3-UIl ODU:)IH7 WdOT:T 0002'81'd3S SEP.18.2000 12:28PM CHICAGO TITLE SLO NO.463 P.1/1 To: The Mayor and City Council Fax: 781-7109 From:�¢�V£ ce4i(zP"Q Date: 09/18/00 Chinatown/Court Street Re-. Project Pages: l CC: ® Urgent ❑Ploase Comment Cl Please Reply ❑Please Raryel As a resident of San Luis Obispo I support the approval of the Memorandum of Understanding on the above referenced project. I believe this project will be every bit the success as the Downtown Center and that it will be a true asset to the City. The Copelands have shown that they can. complete a project of this caliber and do It in a first class manner. Please vote to approve the go ahead with this project. Thank you. I ' 09/19/00 08:42 FAX 805 544 4351 G B Y & B WJUUc Shareho }.,1NGAGUMAaser, David J CPAlaude],CPA Gary A.Wimermeyer.CrA a e Bradford M.Hair,CPA R.Lance Cowart,CPA GLQB PS BRYSON Jeanne A.Pomr,CPA JanetB. Fitzpatrick,CPA Daniel J.O'Hare,CPA Linda J.Hamilton,CPA Kathi Niffenegger,CPA Jan C.Jensen,CPA Certified Public Accountants Fred W.Bogart,CPA DeAnn M.MacConell.CPA ' A Professional Corporation Marianne Heinen,CPA Allen E. Eschenhach,CPA Retired Shareholders: Principal: Fred L.Glenn David W.Phillips,CPA Stephen A.Burden FO�t,IGMT ❑CD ]DIR N ❑FIRE ❑PW D G ❑POLI ❑RECrrF, ❑UTILSeptember 18, 2000ixIn-_ ❑PER ✓ 5.5tArtw TC-I`-- TO: (clsTO: Mayor Alan Settle and Members of the San Luis Obispo City Council RE: Chinatown Historic District/Court Street Project I am in full support of the Copelands' proposed project in the Chinatown Historic District. The Copelands have made many contributions to the San Luis Obispo community over the years and I feel this project, with the joint effort of the city, will prove to be another positive addition to the local economy and to the unique character of the downtown area. I urge you to approve the Memorandum of Understanding so that this project may proceed without further delay. Sincerely, Gary intermeyer, CPA Glenn, Burdette, Phillips & Bryson RECEIVED SEP 1 9 2000 8000\8256WS041800 SLO CITY CLERK 1150 Palm Street 2- San Luis Obispo,California 93401 (805)544-1441 fi Fax (805)544-4351 4 Internet:www.gbpb.com v E-Mail:info(algbpb.com 530 10th Street v Paso Robles,California 93446 4 (805)237-3995 G Fax(805)239-9332 2222 South Broadway,Suite B rr Santa Maria,California 93455 0 (805)349-0585 *Fax(805)349-9795 09/19/00 07:16 FAX 805543 7210 SAN LUIS GLASS 10001 Mr- -qNG AGENDA DA )0 ITEM # SAN N LU is' fi 5 & WINDOW 7 1 .7.77 S • D E N T I A L G LAS 6 4 -"....... M E R I A L -PO BOX 876 781 HLTNMERT SIR=, SAN LL1TS OBMpC) CA 93406 (805) 543-3446 FAX(805) 5434210 ff'COU'VaL gc PtA-) Ert.C,',o 0 P7.1 C::: KATT,n-":=Y 0 F;1 Z.:;; September 19,2000 0 you-- -:J TEA:J 0 REC D;.1 0 UTIL DIR TO:Members of the San Luis Obispo City Council er-TA!9U&rZ-- 13 PERS DIR Re: Chinatown Historic District court street Project Dear Mr- Mayor and City Council Members: I am unable to attend the council session this evening but wish to express my support of The Chinatown Historic Street Project I believe this is a project that residents and business owners of San Luis Obispo can be proud of and I urge you to vote in favor of approving the MOU. Sincerely, Mark Munro Owner San Luis Glass&Window Co., Inc. RECEIVED SEP 1 9 2000 SLO CITY CLERK SEP-18-00 08:22 PM 4537667-1715 8055115169 P. 01 ' E AG ENDA AGENDA DATE 00 ' ITEM # DAVID KATZ C/O HUDSONS GRILL OF SAN LUIS OBISPO T 1005 MONTEREY STREET 'COUNCIL ❑CDD DIR SAN LUIS OBISPO CA ZfAO FEIN DIR f29CCAO ❑FIRE CHIEF ;EYkTTORNEY ❑PW DIR Eff'CLERKIORIG ❑POLICE CHF ❑I.:CHT TEAM 4 REC DIR �?tZ1$UNa ❑UTILDIR IPJ !fie 7> 6 ❑PERS DIR blear Tom.I wish you well on Tuesday's approval meeting with the city. I applaud your 51 A4 C� elfforts to keep S.L.O up with the changes to insure properity. I am unable to be at the meeting with the rest of the city,but I wanted my sentiments on file for anyone to see it it hplps your cause. I know your intentions are from the heart and your civic concerns are f6r the best for the downtown residents and the future stohility of this town I care so mw_h for.Best wishes on Tvesday,if anyone c;uri du the deal,it's you.Best to you and your family. S;vi rel .7 G !�- 19 Z I I I ($05) 541-5999 sorneone@microsoft.com 00/18/2000 RECEIVED SEP 19 2000 SLO CITY CLERK 09/16/2000 04:20 6057616099 SENN CDM R E PAGE 01 M. ING AGENDA DATE a- ITEM #"_ Senn "00 cmuck6MlVE6nmMLem E,z ❑CDD DIR 2' iN DIR ❑FIRE C:1IE ❑PW DIR ❑POLICE CHF ❑REC DIR N ❑UTIL DIR FAX TRANSMITTAL ❑PERS DIR i G. STANW` Cr- TO: Mayor Allen Settle DATE: 9/18/06 John Ewan Jan Marx Dave Romero Ken Schwartz FROM: Charles Senn RE: Chinatown Historic District-Court Street Project .FAX # 781-7109 Congratulations on all your hard work in coming to an agreement with the Copeland family. I strongly recommend that City Counsel execute the Memorandum of Understanding scheduled for hearing on Tuesday evening,September 19th. This is the best solution for the City to ensure the success and competitive advantages of downtown San Luis Obispo. Thanks, Charl RECEIVED SEP 19 2000 SLO C;TY CLERK 1141 A PACIFIC STREET . SAN LUIS OBISPO.CA 83401 . TEL(806)7818116 . FAX(806)781-0033 8lesber of the Sockry of[wdma"41&Offi Pwkon 19 1-/U/-t33/tlC`J3 uate:uan wAuuu nme. i.1 i.1 rm rage i or i AGENDA DATE R'O..".406 ITEM # F. ii. Box Vo i ODD DIR VY lndSUr,i;a. N�•FY.G EZrACAO IL fir! D!1 Jepternber 1 Y, 2000 ❑FIP.[C".-•' NEY ❑P1!01R10MG ❑POL' c::TEA: ❑CEc❑UTIL DIA ❑PERS DIR S S�STAtawY<.(- Mayor Members of City C'ouncii of pan i.uis Ublspo San Luis Ubispo, Ca. 9340 i Dear Sirs & Madam: 1 just received notice that there is going to be a city council meeting tonight regarding The Copeland project (Chinatown& Court Street). 1 wish to make it known that 1 am in fkvor of this project and if 1 had known sooner I would have come down and attended. Please consider my affirmative vote regarding this project. Sincerely, Elsie Muiio Bogdanovic RECEIVED SEP 1 9 2000 SLo CITY CLERK ML. NG AGENDA DATE-ITEM # 3 MffN DIR ❑FIS_C!::ZF [e.-.T ;=y ❑PW DIR ry ...:;lC�i3 ❑POLICE CY,F T T.E.,:.I ❑REC DIR ®/dALE?fE r3UTIL DIR IaNN ❑PERS DIR LAr� 000 00, r ,00'02 RECEIVED _ SEP 1 q 2000 SLO CITY COUNCIL Sep 19 00 03: 20p B B Technical MUM"' AGENDA P• 1 \ D1 - -OD ITEM # 3 ADOBE REALTY 964 Chorro Surxc • 805/543.2693 • San flus ObLspn Gafflfvmia 9340! 9/19/00 f Mayor Allen Settle L In the hfsbtic Sauemdams Adobe Circa 1860 _ City Council Members Dear Mayor Settle and Members of the Council, I would like to put in my support for the Court Street/Chinatown projects coining before you tonight. As a neighbor of the Chinatown project and a long term local resident, I believe these projects will serve to strengthen the downtown, and by extension, all of the city. I hope that you will move forward without further delay. Sincerely, InOUNCIL .0TDD DIR ;. AAO FIN DIR ;etCAO ❑FIRE CHIEF �c Alex Gough rTORN^/ ❑PW DIR ettER:%! ❑POLICE CNF ❑I.SG,1T : ...I ❑REC DIR Ir '�A ❑UTIL DIR --0",r A2 a Ai& ❑PERS DIR 5. yTo•NwYG SEEPRECEIVED SEP 1 9 2000 COUNCIL Sep - 19 . ?UUU 3: 24PM VINIAGt NKUKtKiItS leer „� 1V01 � �,UGEI��A' ,�INg ' Nmiu:Alms Mu,,,.I E 'pa ITEM #= C4WMT ViZILd o I tupadut. Voice Number.(905)544.6529 Yu Number:(805)544-65YA Fax 979 Qsus$In'ul,Suite 13-2 P.Q Rox 13210 Sea 1U1J Ubispv,LA93.106 Date: Tuesday, September 19, 2000 COUNCIL �F N°DIR DIR Subject: Chinatown - Court 5treet/1'alT]1 Street PIOlect eQnCAD ❑FIRE CHIEF �TTORDiEy ❑PW DIR �Lr. :QORIG ❑POLICE CHF L..-:.:T TEA`,1 ❑REC DIR Name: The Mayor and Cit Council ❑PE DIR y }! �� ►®V Ill . ❑PERS DIR Company_ City of San Luis Obispo ✓ 5• s1ANwYuc Fax Number: (805) 7817109 Note: Ladies and Gentlemen., We support the e$orts of the Copelands to re-develop the downtown areas as proposed, and hope that you will vete favorably on the MOU's before you this evening. Al McVay Vintage Properties Downtown Properly Owner/Neighbor 9 F� s(00 ,T�co 1000 09/15/2001 00:32 6055432527 DAVID FREDERICK PAGE 01 MEETINGAGENDA 3 DATE a-' ,3 'TEM # Dear Mayor and Council Members, September 19,2000 Please put me on record in"Support" of the China Town/ Court Street project, in its entirety. As a Monterey Street business owner I urge you to vote in favor of something that will benefit all of us. It is a benefit to the downtown to continue to improve as the opening of Madonna Promenade approaches. We heed to keep people downtown, increase foot traffic and draw people from all over the county. It seems to me that many of the very people, who opposed the Downtown Center & the Mission Plaza expansion, continue to sing its praises now that it is complete. Both are well thought out additions that add enhancement to the area. I am looking forward to increased business and excited about the upcoming project. Thank you for your time. EJ2erACAO D DIR Ia IN DIR Lori Miller ❑flRE CHIEF Owner MUZIO GROCERY & DELI O PO DIR ❑POLICE CHF ❑REC DIR h ❑UTIL DIR � ❑PERS DIR RECEIVED SEP 1 9 2000 SLO C?TY CLERK SEP 19 2090 15:56 FR SUTRU CU INC 605 763 7157 To 7151710'3 1-.0v01 MEET15 AGENDA DATE 11"00"00 ITEM #= VCOUNCIL GrOD DIR @<Ap IN DIR WXCAO ❑FIRE CHIEF URN EY ❑PW DIR ERKIORIO ❑POLICE CHF September 19, 2000 ❑e M MT M ❑REG DIR ❑UTIL DIR ❑PERS DIR S• STP44YWCY To the Mayor of San Luis Obispo and members of the City Council My wife and I would like to express our support on the Chinatown Historic District/Court Street project which comes before September 19'x'. We both feel city and county residents will benefit with a yes vote on the memorandum of understanding. We appreciate the attention you have given this letter. 4Sincerel Neil Thom Carol Thom 1794 San Luis Drive San Luis Obispo, CA 93401 RECEIVED SEP 1 9 2000 SLO CITY CLERK ©$/2E�i 1996 Ev:D6 5491b. FAX P1GE FA DATE 1NG 9' i _o, AGENDA 3 —�_ITEM # j ' -E COUNCIL eCOD DIR 0"FIN Din Country (i�BSS�CS "A 11 FIRE CHIEF J �'RFfORNEY ❑PW DIR WMERK/ORIG ❑POLICE CHF ❑0 MT TEAM ❑RED DIR 8' UTIL DIR ` TQ 5, S'r NWY FAX: (805) 54 -7879 PHONE: (805)549-0844 FROM: Country Classics 849 Monterey Street San Luis Obispo, CA 93401 • NUMBER OF PAGES INCLUDING THIS PAGE: MESSAGE: Jv&>� -zv gee a�la--A. RECEIVED �J SEP 1 9 2000 SLG cam:1 v CLERK 09/19/00 TUE 10:13 FAX 505543U514 AA1nU WfYbi *J Vvc MEE . AGENDA DATE 4'`�ITEM #=_ MAINO CONSTRUCTION COMPANY INCORPORATED CONSTRUCTION SINCE 1881 , COUNCIL DD DIR September 19, 2000 �2tr.o JTTIN DIR �] CAO ❑FIRE CHIEF ICfTORNEY ❑PW DIR �OTLERKIORIG ❑POLICE CHF ❑ 11T TEAM ❑REC DIR ❑UTIL DIR Mayor and members of the San Luis Obispo City Council �.�g►bvi�C ❑PERS DIA City Hall . we .5. STANW-(UL. San Luis Obispo, CA., 93401 RE: Court Street/Palm Street Project Dear Mayor and Council, it is with regret that we cannot personally attend the scheduled meeting tonight to give our support to your approval of the MOU for the subject project. We have followed this project from its initial presentation to the city. We recognize the ' benefit that it will provide to our community. A great deal of effort has been put forth,by the Copeland family and the City, to reach the stage you are voting on this evening. We strongly support this project. It will be a culmination of cooperation between government and the private sector to again enhance our community as did the Downtown Centre. Support this project unanimously and approve the MOU this evening so the project may move ahead timely and allow the Copeland family to make the commitments necessary to maintain the economical viability of this project. Thank you or your cooperation and contribution to the success of this project. Ve y s, M. MA1NO OMAS M. MAIN0 MICHAELINE C. MAINO RECEIVED SEP 1 9 2000 SLO CIT'V' CLERK Lic. No. 426403 ^AAAn& . IOnCI C19 '1AAA . CAV r6mr% CA,3nr-AA