HomeMy WebLinkAboutChinatown MOU Amendment 121101AMENDMENT DATED December 11 , 200 1
TO
MEMORANDUM OF UNDERSTANDIN G
Between The City of San Luis Obisp o
And
Court Street Partners LL C
For the Sale and Subsequent Development of Selected City Propertie s
Dated : September 19, 2000
Table of Contents For Amendment to Memorandum of Understanding betwee n
The City of San Luis Obispo and Court Street Partners LL C
For the Sale and Subsequent Development of Selected City Propertie s
RECITALS 4
1
PROJECT DESCRIPTION 5
1 .1
Overview 5
1 .2
Project Parcels and Components 6
1 .3
Court Street 6
1 .4
Parking/Office Structure 6
2
PROVISION FOR NEW AND REPLACEMENT PARKING 6
2 .1
No Guarantee of Additional Offsite Public Parking 6
2 .2
Location and Timing of Additional New Demand Parking 6
2 .3
Public Parking Requirement 7
2 .4
Parking In-Lieu Fee 9
2 .4 .1 Basic Arrangement 9
2 .5
The Copelands' Construction of Public Parking 9
2 .5 .1 Specifications and Finish 9
2 .5 .2 Contract Arrangements 9
2 .5 .3 City Rights of Approval and Inspection 9
2 .5 .4 Cost 1 0
2 .5 .5 Cost Confirmation 1 0
2 .5 .6 Conditions Precedent to Transfer 1 0
3
LAND PURCHASE 1 0
3 .1
Land Area and Purchase Price 1 0
3 .2
Payment for Court Street and Copeland Property 1 1
3 .3
Conditions Precedent to Initial Closing 1 1
3 .3 .1 Court Street 1 1
3 .3 .2 Parking/Office Structure 1 1
3 .3 .3 Managed Parking Plan 1 2
3 .4
Chinatown Option Agreement 1 2
4
ENTITLEMENT PROCESSING AND TRANSACTION SCHEDULE 1 2
4 .1
Timing of Initial Closing 1 2
4 .2
Commencement of Court Street Construction 1 2
4 .3
Commencement of Parking/Office Structure Construction 1 2
4 .4
Managed Parking 1 2
4 .4 .1 Managed Parking Plan 1 2
4 .4 .2 Administration of Parking Plan 1 2
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5
CONTINGENCIES TO CLOSING 1 3
5 .1
City Contingencies 1 3
5 .2
The Copelands' Contingencies 1 3
6
DOCUMENTATION 1 3
6 .1
Purchase And Sale Agreement for the Parcels 1 3
6 .2
Application For Regulatory Approval 1 3
6 .3
Development Agreement 1 3
6 .4
Parking Construction and Purchase Agreement 1 3
6 .5
Performance Bond for Parking/Office Structure Completion 1 3
6 .6
Enhancement and Maintenance of Court Street Streetscape 1 4
6 .7
Additional Documents 1 4
7'
RESPONSIBILITIES OF THE PARTIES 1 4
7 .1
The Copelands 1 4
7 .2
The City 1 4
8
OTHER MUNICIPAL PROCESSING 1 5
9
NON-BINDING NATURE OF THE AGREEMENT 1 5
10 POSSESSORY INTEREST TAXES 1 6
11 TAX FREE EXCHANGE 1 6
12 ACCEPTANCE AND ACKNOWLEDGMENT 1 6
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RECITAL S
Whereas, Court Street Partners L .L .C . ("the Copelands") desire to construct retail, office, an d
restaurant facilities in downtown San Luis Obispo ("Court Street") over a project area which total s
approximately 34,656 square feet which is currently owned by the City of San Luis Obispo ("th e
City") which the Copelands shall purchase from the City outright ; and, on an approximately 18,59 5
square-foot parcel which is owned by the Copelands and on approximately 5,431 square feet owne d
by others, the Copelands shall build a Parking/Office Structure ("Parking/Office Structure")
consisting of 238 spaces and office space consisting of approximately 15,700 square feet, which th e
City will purchase, own and operate (Court Street and the Parking/Office Structure together, "th e
Project"); and
Whereas it appears the Project will 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 parking is critical to effec t
the 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 the Projec t
is consistent of downtown revitalization and redevelopment ; and
Whereas the City contemplates the sale of the property without a competitive bidding process tha t
might be used were it not for the revitalization objectives served by the Project ;. and
Whereas the City Council has directed the staff and consultants of the City of San Luis Obispo t o
prepare for their review an amendment to the MOU, dated September 19, 2000, describing th e
Project and proposed transactions ; an d
Whereas the City has determined that the Project will be designated as the highest priority privat e
development project in the City ; and
Whereas the City Council had previously directed the staff and consultants of the City to prepare fo r
their review the MOU, dated September 19, 2000, describing an earlier proposed transaction whic h
incorporated the prospective development of parking and mixed retail office and residential uses o n
portions of five parcels facing on Palm and Monterey Streets, familiarly known as the "Chinatown "
component ; an d
Whereas the Copelands were unable to proceed with the Chinatown component due to significan t
parking mitigation issues and the unexpectedly high cost of the required subterranean parking ;
however, the Copelands propose to enter into an option agreement with the City to allow th e
Copelands to continue to study the feasibility of the Chinatown component ; and
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Whereas the Copelands are still willing to proceed with Court Street which will provide much of th e
economic and revitalization benefits originally contemplated ; and
Whereas the Copelands now propose, partially in response to a request by the City, to construct a
multi-level Parking/Office Structure including approximately 15,700 square feet of office space ,
which construction will mitigate most of the parking deficit created by Court Street ; and
Whereas the continued commitment of the Copelands to Court Street in the face of uncertain market
conditions and the Copelands' willingness to commit to concurrent construction of the parking at a
fixed cost to the City represent a special opportunity to go forward with critical new retai l
development that might not otherwise be available ; and
Whereas the MOU is non-binding in nature ;
Now, therefore, the parties have prepared the following MOU :
1
PROJECT DESCRIPTIO N
1 .1
Overvie w
The Project shall be built in two distinct components of real property in downtown San Luis Obispo .
Each of the two component areas is described below and shown on the Map in Exhibit 1 . Are a
definitions correspond with information in the April 27, 2000, appraisal performed by the Ventur a
Appraisal Consulting Corporation .
(a)Court Street Area (Court Street) - Three adjacent parcels located at the southwes t
corner of the intersection of Monterey Street and Osos Street and a portion of th e
adjacent 40-foot right of way, which is now Court Street, together consisting o f
approximately 34,656 square feet .
(b)Copelands Property Area (Palm and Mono Streets) - A parcel located on th e
southeast corner of Palm and Morro Streets, consisting of approximately 18,59 5
square feet owned by the Copelands and an additional 5,431 square feet owned b y
others adjacent to the Copelands' property .
(c)Due Diligence - The Copelands shall perform and rely upon their own pre -
development inspections and testing to assure that the parcels to be conveyed ar e
suited for the proposed development, with any warranties or representations of Cit y
to be negotiated subsequently, including but not limited to :
i.Soil and geolog y
ii.Hazardous material s
iii.Archaeological and historica l
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4
1 .2
Project Parcels and Components
Court Street and the Parking/Office Structure development review shall be processe d
simultaneously .
1 .3
Court Street
Court Street shall 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.
1 .4
Parking/Office Structure
The Parking/Office Structure shall consist of uses currently estimated to be :
Office
15,700 s .f.
Parking
238 space s
2
PROVISION FOR NEW AND REPLACEMENT PARKIN G
The Copelands shall be obligated to meet parking requirements for all new construction by payin g
in-lieu fees as set forth in Section 2 .4 .1 . In addition, the Copelands shall sell to the City the rea l
property described in Section 1 .1(b) and construct for the City the Parking/Office Structure as par t
of a purchase and sale agreement . The parties acknowledge that the Parking/Office Structure wil l
not be adequate to meet the combined needs of the new parking required and the existing publi c
parking to be replaced . Furthermore, the City makes no representation as to where and when th e
additional parking for which the Copelands will pay in-lieu fees will be provided.
2 .1
No Guarantee of Additional Offsite Public Parkin g
If development review of the Project specifies the need for additional offsite public parking, the Cit y
cannot guarantee its availability .
2 .2
Location and Timing of Additional New Demand Parking
The City cannot specify where and when it will provide additional parking spaces for which the
Copelands will pay in-lieu fees .
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2 .3
Public Parking Requiremen t
Currently, there are 107 public surface parking spaces on the Court Street Area which will b e
eliminated during construction and which must be replaced (see table below). There are 30 space s
of required private parking serving the Copelands' Property Area, 27 of which will be eliminate d
during construction . The net need for replacement public spaces will be 107 spaces . The 238-spac e
Parking/Office Structure will be completed as the need for 160 spaces is generated by th e
development (32 by Office in Parking Structure ; 128 by Court Street). Insofar as replacement publi c
parking takes precedence over required new parking, the first 107 spaces in the Parking/Office
Structure will be available for use as replacement public parking spaces, with the remaining 13 1
spaces available as new spaces . Therefore, the overall deficit for new spaces is 29 public spaces an d
27 private spaces at the end of construction . This 29 public space deficit and 27 private space defici t
will need to be addressed as part of the CEQA process .
[Space intentionally left blank ]
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Analysis of Parking Availabilit y
Start of Construction End of Constructio n
EXISTING SPACE S
Court Street 107 0Copelands' Property 30 23 8
Total Existing - Public and Private 137 23 8
AVAILABLE PUBLIC SPACE S
Court Street 107 0
Copelands' Property 0 23 8
Total Public Spaces Available 107 23 8
AVAILABLE PRIVATE SPACE S
Copelands' Property 30 3
Total Private Spaces Available 30 3
SPACES NEEDED - Publi c
Court Street Replacement 107 10 7New Demand -
Court Street Retail 0 12 8Morro/Palm St . Offices 0 32
Total Public Spaces Needed 107 267
SPACES NEEDED - Privat e
Private Replacement 30 30
Total Private Spaces Needed 30 30
Public Parking Deficit 0 -2 9
Private Parking Deficit 0 -27
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2 .4
Parking In-Lieu Fe e
2 .4 .1 Basic Arrangemen t
The Copelands shall pay, in cash, a parking in-lieu fee of $4,000 per space for new development a t
Court Street .
2 .5
The Copelands' Construction of Public Parkin g
2 .5 .1 Specifications and Finis h
With respect to general design, the Parking/Office Structure shall generally correspond to th e
baseline project set forth specifically in Exhibit 3 . In its capacity as the subsequent owner an d
operator of the Parking/Office Structure, and separate from its capacity as regulator, the City shal l
have rights of specific approval and review of all designs and plans, initially at the concept an d
schematic plan level, and subsequently at the final plans as set forth herein . Upon execution of th e
MOU the City shall have 14 days to review and approve the Preliminary Design . After approval o f
the Preliminary Design, the Copelands shall begin preparing the working drawings and shall submi t
60% completed working drawings to the City which shall be reviewed and approved within 14 days .
No earlier than 15 days, nor more than 30 days, following submission of the Draft Environmenta l
Impact Report, the Copelands shall submit to the City the final plans for the Parking/Office Structur e
and draft of the GMP set forth in Section 2 .5 .2 below . Within 30 days of such submission, the Cit y
shall exercise its final right of review and approval of such plans . These rights shall be supplementa l
to and not concurrent with its rights of inspection in connection with building permit, fire and othe r
regulatory functions . Following execution of the MOU, the Copelands shall provide periodi c
reporting acceptable to the City, detailing any changes to the baseline project for the Parking/Offic e
Structure from that set forth in Exhibit 3, including any delays in the time schedules which may
result in a change to the baseline project .
2 .5 .2 Contract Arrangement s
Prior to initiation of construction of the Parking/Office Structure, the Copelands shall provide th e
City with a final construction contract containing a fixed price contract for all work, materials, an d
contingencies ("Guaranteed Maximum Price Contract" or "GMP"). The form and content of thes e
documents shall be acceptable to the City .
2 .5 .3 City Rights of Approval and Inspectio n
During the construction process of the Parking/Office Structure, the City shall have the right, as a n
owner, to review all change orders, to require change orders which the City reasonably deem s
necessary only in order to ensure consistency or equivalency with the approved plans an d
specifications, and to inspect all parts of construction at any time . These rights, like the rights of plan
review and approval, are supplementary to and separate from the regulatory functions of the City .
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2 .5 .4 Cost
The proposed GMP (with performance and completion bonds) for the Parking/Office Structure base d
upon the baseline project is $9,917,754 .00 . Any changes to the baseline project set forth in Exhibi t
3 may result in a change to the GMP . The GMP is based on a construction start of September 1 ,
2002 .
For a period up to 90 days after September 1, 2002, the GMP shall be adjusted upward based upo n
the percentage increase as reflected in the Construction Cost Index published by the Engineerin g
News Record ("CC Index") using the July 2002 Index Value as the beginning index and the Inde x
Value for the month when construction is intended to commence as the ending index . Following thi s
90-day period, the Copelands shall have the right to submit a new GMP provided all changes in
excess of the CC Index shall be documented and reasonable .
2 .5 .5 Cost Confirmation
The proposed GMP contract with the City (with performance and completion bonds) for th e
construction of the parking improvements in the amount set forth in Section 2 .5 .4 or in a change d
amount accepted and approved by City shall at a minimum take into consideration the followin g
factors :
i.Contractor shall pay prevailing wages .
ii.City shall own all rights in the plans, and Copeland shall deliver "as-built "
plans .
iii.The Copelands shall provide City, upon City's request, reasonable back-up
and cost confirmation for any part of the baseline project .
iv.A completion guarantee shall be provided by the Copelands to commenc e
and complete construction of the Parking/Office Structure .
v.City's satisfaction that the City shall have a source of funding to pay for th e
GMP contract (issuance of bonds or other financing arrangements) and that
City shall not be liable for any capital expenditures except the payment of th e
GMP contract .
2 .5 .6 Conditions Precedent to Transfe r
The City, in its capacity as owner, shall have the right to review completion of the Parking/Offic e
Structure and assure itself of satisfactory completion in addition to its capacity as building inspecto r
before issuing an initial Certificate of Occupancy for the Parking Structure and "Substantia l
Completion" of the Office Building . A second condition precedent to the actual 'payment for th e
garage shall be the submission by the Copelands to the City of a complete set of "as built" plans .
"Substantial Completion" shall mean completion of the shell and core to a point at which the onl y
remaining requirements for tenant occupancy shall be those things normally designated as tenan t
improvements .
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3
LAND PURCHAS E
3 .1
Land Area and Purchase Pric e
The Copelands and the City of San Luis Obispo have agreed on the purchase price for the tw o
property areas . For the Court Street Area and the Parking/Office Structure Area, the square footag e
used to calculate area is based on the Copelands' site plan . The agreed upon prices and approximat e
square footages are as follows :
LAN D
AREA PRICE
PURCHAS E
PRICE
Court Street Land 30,000 s .f.$60/s .f.$1,800,00 0
Court Street Right-of-Wa y
Copeland Land &
2,700 s .f $60/s .f.$
162,000
Improvements *
Vintage Partners/
18,595 s .f.$
982,39 5
Nelson Estate Land*3,751 s .f.$35/s .f.$
131,28 5
City/County Owned Land *
*See Exhibit 6
1,680 s .f.to be determined
3 .2
Payment for Court Street and Copeland Propert y
The City and the Copelands shall consummate the land purchase by way of a trade of each other's
property pursuant to a Purchase and Sale Agreement on the "Initial Closing Date". The Copeland s
shall pay the difference in purchase price by a promissory note which shall carry an interest rate at
the then-existing prime rate, which shall be paid interest only quarterly, which shall be all due an d
payable on the earlier of two (2) years from the Initial Closing Date or on the commencement o f
construction of the Court Street Project and which shall be secured by a first deed of trust on Cour t
Street .
3 .3
Conditions Precedent to Initial Closin g
In order to assure that the Project will be constructed and completed, and in addition to any othe r
requirements set forth in this MOU, all of the following are conditions precedent to the transfer o f
any of the properties described in Section 1 at the time of the Initial Closing Date .
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3 .3 .1 Court Stree t
The Copelands shall provide approved plans and a building permit for Court Street with evidenc e
of financing for their development .
3 .3 .2 Parking/Office Structur e
The Copelands shall provide approved plans with evidence of financing for the Parking/Offic e
Structure and a GMP contract with the City (with performance and completion bonds) for th e
construction of the Parking/Office Structure as specified in section 2 .5 .2 .
3 .3 .3 Managed Parking Plan
The Copelands shall provide a Managed Parking Plan acceptable to the City as specified in Section s
4 .4 .1 - 4 .4 .2 .
3 .4
Chinatown Option Agreemen t
The City and the Copelands shall enter into an Option Agreement consistent with the option term s
attached hereto as Exhibit 2 prior to the Initial Closing .
4
ENTITLEMENT PROCESSING AND TRANSACTION SCHEDUL E
4 .1
Timing of Initial Closin g
The Initial Closing shall occur as soon as possible after the Copelands' receipt of full entitlements ,
which shall include the expiration of the 30-day appeal period .
4 .2
Commencement of Court Street Constructio n
Construction of Court Street shall begin as soon as possible after the Initial Closing Date .
4 .3
Commencement of Parking/Office Structure Constructio n
Construction of the Parking/Office Structure shall begin as soon as possible after the Initial Closin g
Date .
4 .4
Managed Parkin g
4 .4 .1 Managed Parking Plan
The Copelands shall prepare a Parking Management Plan to allow off-site and/or more intense us e
of existing parking during the period that either or both of the Court Street and the Parking/Offic e
Structure sites are under construction and unavailable for parking and prior to completion of th e
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Parking/Office Structure . This Parking Plan shall be presented to the City for its review and
approval .
4 .4 .2 Administration of Parking Pla n
The initial costs for preparation of this parking plan shall be paid by the Copelands . Subsequently,
this parking plan will be administered by the City but its implementation and net operating losse s
will be reimbursed by the Copelands according to the budget prepared by the Copelands an d
approved by the City .
5
CONTINGENCIES TO CLOSIN G
5 .1
City Contingencie s
In its capacity as landowner and land seller, the City is under no obligation to fulfill the terms of an y
purchase and sale agreement until the development review process is concluded and all approvals ,
including the review and approval process set forth in Section 2 .5 .1, are obtained and such othe r
requirements as may pertain to final entitlement and approval of this project are fulfilled .
5 .2
The Copelands' Contingencies
The City acknowledges that the Copelands may have certain financing or pre-leasing contingencie s
for the commencement of construction . Exhibit 4 enumerates these contingencies and indicates th e
process by which they will be satisfied as well as the notice to be provided to the City of th e
Copelands' satisfaction or of their failure to satisfy and associated termination of this transaction . In
addition, the Copelands shall not be obligated to fulfill the terms of any purchase and sale agreemen t
until the development review process is concluded and all approvals are obtained and such othe r
requirements as may pertain to final entitlement and approval of this project are fulfilled .
6
DOCUMENTATIO N
At a minimum the documentation to be created as a result of this MOU will include the following :
6 .1
Purchase And Sale Agreement for the Parcels
6 .2
Application For Regulatory Approva l
6 .3
Development Agreemen t
A statutory development agreement (and such other zoning changes, ordinance changes ,
environmental review, and certifications as may be necessary to confirm the Copelands' entitlemen t
to construct the proposed project) shall be prepared .
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6 .4
Parking Construction and Purchase Agreemen t
An agreement between the City of San Luis Obispo and the Copelands for the construction of th e
Parking/Office Structure shall be prepared . This documentation shall contain a GMP for all work .
6 .5
Performance Bond for Parking/Office Structure Completio n
In addition to the GMP contract, the Copelands shall also provide at no cost to the City a surety bon d
to guarantee completion of the Parking/Office Structure which meets City standards for such bonds .
This surety bond and guaranty shall be conditioned on the facts and then-known remediation cost s
associated with any archaeological or environmental hazards impacts associated with th e
Parking/Office Structure construction .
6 .6
Enhancement and Maintenance of Court Street Streetscap e
As part of the Court Street Project, the Copelands contemplate the installation of some mechanis m
to assure high levels of maintenance, uniformity of street facade appearance and maintenance ,
adequate security and a variety of other enhancement improvements to the streetscape of Court Stree t
adjoining the project, some of which will occur on public property or on property not owned by th e
Copelands . Before undertaking or implementing any such plans, the Copelands shall either provid e
evidence of formation of a Property and Business Improvement District (PBID) including the othe r
owners of property on Court Street who will be affected or, alternatively, provide evidenc e
satisfactory to the City of the formation of some other voluntary cooperative enterprise t o
accomplish the same goals .
6 .7
Additional Document s
There may be additional documentation or further elaboration of this documentation .
7
RESPONSIBILITIES OF THE PARTIE S
7 .1
The Copelands
It shall be the responsibility of the Copelands to diligently pursue all aspects of the application fo r
the development of the Project, including all environmental processing, all zoning processing, an y
supporting technical studies, and any other supporting studies as maybe necessary, including visual ,
traffic and circulation, historical, and archaeological investigation and mitigation .
All costs associated with both the processing of entitlements and City approvals and the productio n
of studies and planning for the development shall be paid for (without any mark-up) by th e
Copelands, including reimbursement to the City for those certain third-party expenses (without an y
mark-up) identified on Exhibit 5 incurred after approval of the initial MOU in the preparation of th e
required documents identified in Section 6 . It is anticipated that costs associated with developmen t
of the Parking/Office Structure will be included in the total cost of the Parking/Office Structure .
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7 .2
The City
The City, in its role as landowner, shall cooperate with and furnish information to the Copelands o n
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 Lui s
Obispo .
8
OTHER MUNICIPAL PROCESSIN G
The Parties understand and agree that those approvals required of the City acting in its governmenta l
or regulatory capacity are separate and distinct from those approvals required by the City under thi s
MOU . Notwithstanding anything to the contrary in this MOU, nothing herein shall be interprete d
to mean that the City is an any way waiving, limiting, or weakening any regulatory or police powe r
the City may have in any of its governmental capacities . It is intended that the Copelands shall b e
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 Project or over any constructio n
to be undertaken by the Copelands in, on or about said Project .
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 Copelands for constructio n
of improvements on, or development of, the Project shall not constitute a breach of this MOU .
9
NON-BINDING NATURE OF THE AGREEMEN T
Without obligating either of the parties, this MOU summarizes what the Copelands and the Cit y
perceive to be the major deal points with respect to the Project . No binding obligation is created b y
this MOU or can be created other than by execution of both a binding Purchase and Sale Agreemen t
and final, binding development agreement, and other associated documents listed in Section 6 ,
above . Notwithstanding the foregoing, the parties agree that if a Purchase and Sale Agreement i s
entered into between the parties, it shall substantially include the terms of this MOU .
This MOU is an outline for discussion purposes only, is not intended to be contractual or bindin g
for any purpose and is not an offer or representation by either party . It is designed to reflect the idea s
being formulated, to provide a framework to attempt to resolve issues and concerns which have bee n
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 no t
addressed in this MOU does not mean that it cannot be the subject of future discussions an d
negotiations, and the fact that a component is addressed does not mean that it cannot be rejected o r
modified by either party . The Copelands further acknowledge and agree that the officers, employee s
and consultants of the City, or any member of the City Council, do not have authority to bind th e
City, and the final form of any proposed agreement to be negotiated may have to contain matters no t
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contemplated by this MOU, but which may be needed to accommodate compliance with th e
California Environmental Quality Act (CEQA), and that there is no agreement by City to reimburs e
or defray any cost or expense incurred by the Copelands . The parties acknowledge that neither part y
will be contractually bound to any sale, purchase or development nor to any element of the propose d
development until the final execution of a mutually acceptable final agreement approved an d
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 withou t
further liability to the other .
10 POSSESSORY INTEREST TAXE S
If the project contemplated by this MOU is subsequently approved and constructed, a possessor y
interest subject to property tax may be created and may rest in the Copelands . The Copelands or thei r
interest in the property and the improvements thereon may be subject to payment of property taxe s
levied on such possessory interest . The Copelands shall pay all such taxes, however categorized o r
calculated .
11 TAX FREE EXCHANG E
City agrees to cooperate with Copeland to effectuate a Section 1031 tax free exchange, or simila r
transaction, to the extent reasonably possible, provided that City will not bear any additional cos t
or expense for exchange transactions to benefit Copeland .
Lee Price, City Clerk
APPROVED AS TO FORM :
12 ACCEPTANCE AND ACKNOWLEDGMEN T
CITY OF SAN LUIS OBISP O
By :
Mayor Allen Settl e
/fffl !G :.orge /n,
COURT STREET PARTNERS, L .L .C .
By :
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LIST OF EXHIBITS
Exhibit 1
Site Map
Exhibit 2
Option Terms - Chinatown Projec t
Exhibit 3
Baseline Parking/Office Structure Pla n
Exhibit 4
Copeland Contingencie s
Exhibit 5
Expense Items Eligible for Copeland Reimbursemen t
Exhibit 6
Area Ma p
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2517006/12301 17
••
I1111LJII1111111I J
P A L M S T E E E T
Note : This exhibit is intended for schematic purposes only. It SCALEis not intended to represent the final design . The final
design will be subject to the usual City review process and no I
Sea WMObipa Odlime approvals have been granted .0 30 '
H I G II E R A Site Map c?),'%Palm/Moem Street
Offices &Parking
COURT STREET
S T R E E TExhibit 1
Exhibit 2
OPTION TERM S
CHINATOWN PROJEC T
1.
PARTIE S
Copeland Entity to be determined ("the Copelands")
City of San Luis Obispo ("City")
2.
OPTION
City shall provide the Copelands with an option to purchase certain real property owned b y
the City on the corner of Morro Street and Palm Street in the City of San Luis Obispo and additiona l
real property located on Monterey Street which is more particularly described in Exhibit 2-1 attache d
hereto .
3.
OPTION PRIC E
The Copelands shall pay City Eighty-Eight Thousand Five Hundred Dollars ($88,500) a s
consideration for the option .
4.TERM OF OPTIO N
The term of the option shall be for 18 months . The Copelands shall have the right to exten d
this option prior to the expiration of the original 18 months for an additional three (3) years upon th e
payment of an additional 1% per year of the Purchase Price for the property upon the condition tha t
the Copelands submit a completed application for the Chinatown Project.
5.PAYMENT OF OPTION PRIC E
The option price shall be paid prior to the Initial Closing as set forth in Section 3 .4 of the
Amendment to the Memorandum of Understanding for the Court Street and Parking/Office Structur e
Projects .
6.PURCHASE PRICE OF PROPERT Y
The purchase price for the property shall be Two Million Nine Hundred Fifty Thousan d
Dollars ($2,950,000).
7.DEVELOPMENT OF PROPERT Y
In the event the Copelands purchase the property then, to the extent feasible, the Copeland s
shall incorporate a downtown residential component into any proposed development of th e
Chinatown Property which would recognize the historical significance of the property . The
Copelands shall pay parking in-lieu fees in effect at the time of development .
F:\TRANS\AGR\COPELAND\Exhibit 2-1203 .rtf.wpd
O•
Exhibit 2-1Chinatown Optio n
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:~■~p■i7■uJNIHISO WI■■■■■l fl }ii■■■■lI:
I I i■
HISSERS STREET
iI■■■■■■■■II uu•ur1•uauh■uuIu■p
r/Chinatown Lan dPurchase
CHINATOW N
COURT STREET
Bea his Obispo, California
ONSiteMapO~
SCALE
0 50 '
•
Exhibit 3
Parking Structur e
Proposa l
t o
City of San Luis Obisp o
For a Guaranteed Maximum Price ("GMP') Contrac t
To construct an Office/Parking Structur e
at the northeast corner of Palm and Morro Street s
Prepared by :
TD3Spikell, Development Consultant, Bruce C . Spikel l
Watry Design Group, Parking Consultant, Nick Watr y
APS Architects Inc., Architecture & Design, Mark Rawso n
J.W . Design & Cosntruction Inc ., Contractor, Jerry William s
November 2001
•
Court Street Partners, LL C
Proposal for Office/Garage at Palm and Morro Streets
Cityof San Luis Obisp o
CONTENT S
Introduction to the Project
4
The Baseline Project Concep t
The Proposed Baseline Project
Project Goal s
Site Description 7
Proposed Project Design : 7
Schedule for Completion 1 0
Project Costs
1 2
Summary of costs
Direct Cost s
Additional Assumption/Contingencies to Cost s
Indirect Costs
ti
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Street s
City ofSanLuisObispo
LIST OF EXHIBIT S
(Attached herein)
Exhibit A
Design Drawings by APS Architects, Inc . Progress Plot 8/7/0 1
Al) Overall Project Context Site Plan ; A2) Project Site Plan ; A3) Exterio r
Elevations West, North A4) South, East ; and A5) Floor Plan
Exhibit B
Project Schedule
Exhibit C
GMP and Allocation of Cost s
Exhibit D
Construction Scop e
Exhibit E
Contacts
LIST OF ATTACHMENT S
(Attached separately)
Attachment 1 Drawings & Specifications (Delivered to City on November 30, 2001)
Watry Design Group Schematic Pricing Set dated 8/8/0 1
Sheets TO.1 -2; A2 .1, 2 .2, 2 .2a, 3 .2, 5 .1, 5 .2, 6.1,Sl .l ,
1 .2, 2.1, 2.2, 3.1, 4.1, 4.2, 4.3, 5.1, 6.1, 6.2, 6.3, 7.1, 7.2,
9.1, 9.2, 9.3
Attachment 2 Drawings & Specifications (Delivered to City on November 30, 2001 )
APS Architects, Inc . Schematic Design Drawings date d
9/14/01 Sheets ARC-1, ARC-2, ARC-3
Attachment 3 Earth Systems Soils Report (Delivered to City on November 30, 2001 )
•
F:\TRANS\AGR\COPELAND\Exhibit 3-1203 .wp d
2517006/12301
3
September 2001
•
Court Street Partners,LLC
Proposal for Office/Garage at Palm and Morro Street s
City of San Luis Obisp o
INTRODUCTION
The Copeland family dba Court Street Partners, LLC ("the Copelands") desire to construct a
retail project ("Court Street") in the downtown area on property, known as the Court Stree t
parking lot, that the Copelands propose to purchase from the City of San Luis Obispo . The
Copelands have received letters of intent from tenants to occupy space in the proposed project if
they can be open by the spring/summer of 2003 . The Copelands desire to proceed as soon a s
possible to meet this deadline .
The City has indicated that it does not want to proceed with the development of the Court Stree t
Project without some meaningful relief for the parking shortage that the project will create . The
City has also identified a need for approximately 15,700 square feet of additional office space in
close proximity to City Hall .
In order to accommodate these two City goals as well as allow The Copelands to proceed wit h
Court Street, the Copelands propose to give the City a guaranteed maximum price contract t o
construct an Office/Parking Structure for City use, consisting of approximately 15,700 square
feet of office space and 238 parking spaces . This proposed project is to be built on a sit e
currently owned by The Copelands located at the northeast corner of Palm and Mono Street s
directly across from City Hall, and one block from the proposed Court Street Project . The
Copelands proposes to sell this site to the City in conjunction with the City's sale of the Cour t
Street site to The Copelands .
The Copelands are asking the City to accept the proposal, described herein, as a basis t o
authorize The Copelands to proceed with the Court Street development .
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 4
2517006/12301 September 2001
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Street s
Cityof San Luis Obisp o
The Proposed Baseline Project & Guaranteed Maximum Pric e
The Copelands, in coordination with City staff, have identified a "baseline project" that can b e
delivered for a GMP of $9,917,754 summarized as follows :
Office Garage Tota l
$ 1,351,880 $ 4,875,331 $ 6,227,21 1
1,430,800 2,259,742 3,690,54 3
$ 2,782,680 $ 7,135,074 9,917,754
$86 .11 $45 .39 $50 .5 9
$20,48 5
$177 .24 $66 .43 80 .5 7$29 ,979
*Other Costs include On & Offsites, Office TI's, Indirect Costs, Financing and Contingencies .
Hard costs, the actual construction costs for the office and garage portions, are summarized separat e
from `other' costs so that similar projects in the City can be compared . Details of these costs ar e
discussed in Project Costs and Exhibit C (GMP Allocation of Costs), and Exhibit D (Constructio n
Scope). (See Cost section below .)
A "baseline project" is one in which a basic design is offered which can be further developed and/o r
expanded upon, if desired or required. The benefit of this concept is that it offers the City a
privately-developed project for public use that :
•meets the minimum planning and design requirements of the Cit y
•aesthetically meets the demands of the community
•provides an economically viable project .
The purpose of the baseline project concept and GMP contract is to allow the Court Street Projec t
to proceed as stipulated in the Amended Memorandum of Understanding . The Copelands ar e
flexible and wish to work with the City to develop the project further to meet any specific needs o r
desires of the City . In order to give the City a GMP, there must be a good starting point . The
baseline project concept achieves this starting point and gives the City a guaranteed price for a
specific project .
F:\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 5
Hard Cost s
*Other Cost s
Tota l
Hard Cost per Sq . Ft .
Hard Cost per Stal l
Total Cost per Sq . Ft .
Total Cost per Stal l
2517006/12301 September 2001
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Streets
City of San Luis Obisp o
The Proposed Baseline Projec t
The baseline project includes 15,700 square feet of office space and parking for 238 cars . Th e
project is represented by all of the documents set forth in the Exhibits and Attachments .
The proposed Office/Parking Structure attached is designed with a program for general office us e
and parking, but without knowing all the specific requirements of the City . No major architectura l
or structural modifications to the building will be required to occupy and use as intended, howeve r
modifications can be made to meet the City's specific requirements, as the City clarifies its specifi c
requirements and needs . The project proposed will be built to industry standards on a fast trac k
schedule .
The Copelands will develop the baseline project into a fully executable set of contract document s
suitable to build the project . The Copelands will provide contract documents consisting o f
architectural and engineering working drawings and specifications to meet the City's criteria . Except
to the extent changes are necessary to bring the application into compliance with building or safet y
codes then in effect, any increases in cost as a result of City requested changes or modifications t o
the baseline design would be at additional cost to the City .
The hard costs (contractor's construction price), shown in the cost section of this proposal, represen t
the minimum that a private developer (or the City) would have to spend to construct this project .
Indirect costs include all normal development costs for a project of this scope .
Project Goals
The primary goal of this project is to improve a portion of an existing privately owned downtow n
commercial property, for the benefit of the City . This property is currently developed with a larg e
private parking area and small office . The Copelands are proposing to provide public parking an d
ground floor office space that would be attractive and useful to the community .
Some of the design goals of the project include :
•An improved downtown commercial propert y
•Ground level office space to "activate" the stree t
•A parking component designed as a less dominant featur e
•A building that looks like a combination of several smaller building s
•A structure that fits into the current "look" of downtow n
•A multi-use public plaz a
•
Enhanced pedestrian traffic .
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 6
2517006/12301 September 2001
Court Street Partners, LL C
Proposal for Office/Garage at Palm and Morro Streets
City of San Luis Obisp o
Site Descriptio n
The site (Exhibit Al Context Site Plan) includes a portion of the Copelands' property at th e
northeast corner of Palm and Morro Streets with 101 feet fronting Palm and 176'-4" fronting Morro .
The site slopes approximately 11 feet in the long direction of the project and presently provide s
surface parking and a small office building .
A 15' access parcel parallel to Morro, between the property and the Library site, and an approximat e
1'-10" encroachment on either the Library site or the city street will also be used . As mitigation for
the use of the easement and encroachment, the baseline project will include paving, landscape, an d
lighting the courtyard between the new structure and the Library .
Proposed Project Design
The Copelands are proposing to construct a building that will appear like a combination of severa l
smaller buildings . This would be consistent with the current "look" in the downtown area . The
building would link the City and County government areas with the downtown .
The proposed building would contain ground level offices, accessed at the corner of Palm and Morr o
Streets . Upper level parking decks could be converted to office/commercial use at a later date . On e
level of parking is located below grade, with access occurring off of Morro Street, at mid block.
This access also provides a means of access to the existing parking area located behind the J .P .
Andrews Building and adjacent buildings .
The sloping nature of the site allows the below grade level of parking to be open and at grade at on e
end. This parking area is open to a proposed pedestrian street that would link Morro Street an d
Monterey Street with the Library plaza and areas to the north and west .
The area along the northern side of the site, between the library and the project, is envisioned as a
multi-use space with paving to match the city sidewalks . This space will primarily serve pedestrians ,
while still allowing access for the Bookmobile, service, and emergency vehicles .
Providing office and public use areas at the ground floor follow City precedent and will "activat e
the street" and avoid the sometimes-uninviting feeling that results when parking occurs at the stree t
level .
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 7
25170.06/12301 September 2001
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Street s
City of San Luis Obisp o
Proposed Public Plaz a
The area between the Library and the project is proposed as a public plaza - referred to as th e
Library Plaza. Adjacent to this new plaza is the access to the public parking located above the ne w
offices . This access is conveniently located across from the existing city offices and council
chambers, adjacent to the library, and at a mid-block location, away from street intersections .
Proposed Building Exterio r
Downtown San Luis Obispo is comprised of many smaller scale shops and buildings . The exterior
concept for this building is to break the massing into sizes and scales that are compatible with th e
existing downtown . This will be done through the use of a combination of exterior finishes an d
varied articulation of the facades . Materials such as brick, painted textured concrete and stucco, an d
tile are proposed . Variations in "window" sizes, parapet heights, details, and materials will creat e
a variety of "building types" and blend with the existing downtown .
Proposed Parking Area s
Another of the design goals is to have the parking component become the less dominant feature o f
the building . Parking should be convenient, safe, and easily used, and have an appearance that i s
harmonious with the look of the downtown .
The proposed design incorporates the following minimum criteria :
•Consistency with City design criteria .
•60 degree angled parking, with one-way parking configurations, as preferred by the Cit y
(as exists in both existing city parking structures )
•Make the parking as efficient as possibl e
•Provides an easy means of egres s
•Provides a separate basement level for office parkin g
•Provides "flat" level parking decks that could at some future date be converted to othe r
uses .
•The building footprint should not exceed 177 feet in length or 118 feet in width .
Multiple parking schemes were studied to evaluate efficiency and cost . Parking schemes, whic h
were rejected, were rejected for the following reasons .
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 8
2517006/12301 September 2001
•
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Street s
City of San Luis Obisp o
•Parking on ramped floors, generally the most efficient parking, was rejected due t o
a minimum floor length requirement of 230 feet, exceeding the 177 feet of availabl e
site length .
•90 degree parking, while more efficient than 60 degree parking, is generall y
considered unacceptable for short term parking because it does not provide the eas e
of in and out needed for short term durations . (Shoppers and public use parking is
generally considered 'short term' parking as opposed to 'all day' or 'long term '
parking, which would be more typical for office type uses . It should be noted that
the existing parking at Court Street, which this parking is proposed to replace, as wel l
as the new demand parking at Court Street retail, are both short term .)
•Midlength speed ramps and circular speed ramps were eliminated as all generall y
required 90 degree parking and created more difficult means of egress . Hybrid
parking schemes, such as overlapping decks, required modified speed ramps, whic h
are more difficult for users .
Eliminating access from Palm Street, thereby requiring all entry from Morro Street ,
became impractical because of the requirement to maintain private access to th e
properties behind the J .P . Andrews building . In addition this would prevent the cit y
from securing the 'basement' level parking at night, which has been brought up as a
security issue .
The baseline design incorporates angle parking, separate access to office and public parking,a
straight speed ramp between floors, and minimum building dimensions to achieve a reasonabl e
solution .
The majority of parking is on a 60 degree angle which provides the easiest and quickest in-out fo r
short term parking . The City office parking entry is separated from the public parking . This parkin g
area provides 49 stalls at the lowest level for the use of the City offices with access off Morro Street .
This also provides through access to the adjacent properties. A separate ramp system for the publi c
parking is off Palm Street to four levels of parking over the offices space .
The building is 176'-4" long and 117'-10" wide with a parking area of 107,400 square feet, totaling
238 stalls . The Efficiency Ratio (107,400 square feet per 238 stalls) of 451 square feet per stall i s
relatively high due to the requirement for speed ramps and the use of angle rather than 90 degre e
parking .
F:\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 9
2517006/12301 September 2001
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Streets
Cityof San Luis Obisp o
Schedule for Completio n
For the proposed project, the Copelands have designed a milestone schedule that demonstrated th e
fast-track nature of the project and therefore requires a coordinated effort by the City, the contracto r
and the development group . Exhibit B sets forth the project schedule .
The schedule recognizes the need to complete the EIR and entitlements for the Baseline Projec t
in time to allow for the sufficient completion of shell construction of the Court Street Project i n
order to turn over for tenant improvement by late 2002 . This will allow for tenants to open fo r
business in the spring of 2003 . While the time to actually complete the Baseline Project may b e
flexible, the time to complete the Court Street Project is critical to meet tenant commitments .
If all approvals are in place, and for reasons unrelated to the Court Street Project the City choose s
to delay construction of the Parking/Office Structure, the Copelands shall be entitled t o
commence construction of Court Street immediately upon obtaining City approvals and permits .
Based on the information shown on the schedule, the contractor proposes to guarantee that th e
GMP will be firm for a construction start no later than September 1, 2002, with delivery of th e
building approximately 10 months later in the Spring/Summer of 2003 . Highlights of the projec t
milestone dates shown on Exhibit B are discussed in the following chart .
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 1 0
2517006/12301 September 2001
•
Court Street Partners, LL C
Proposal for Office/Garage at Palm and Morro Street s
Cityof San Luis Obisp o
Project Milestones +
y n ::: n. y..:..: •?:•:•:•vv:.:~:i:+::•}; {$;}:i:>~ii {:•:::•:v%iiii$isi???:•?:v?}:•}:•}:4}:?::k:•i:•:~:•:
Office/Parking Structur e
*Memorandum o f
Understanding (MOU) finalized The City Council's approval of the MOU will be the basis for th eCopelands to proceed with the project as envisioned (see footnote*).
Environmental Impac t
Report (EIR) & Entitlements This document, taking approximately 240 days to complete ; during th e
time we will proceed concurrent with City reviews, design development ,ARC design review, and preparation of working drawings (se efootnote* ).
City Review This includes a 14-day period reserved for the various Cit y
departments to review and give input . This review occur s
concurrent with the EIR timeframe . See Section 2 .5 .1 of MOU .
Design Development This milestone will be achieved by the architects in 21 days afte r
the City has completed its review and input . This occurs concurren twith the EIR timeframe .
ARC Design Review Comes from the various governing agencies (ARC, Historical Societ yPlanning commission, et .al) and occurs concurrent with the EIR timeframe .
Working Drawings Preparation These drawings will be prepared by the architects and engineers an dapproved by the various governing agencies during the 90-day timefram ejust prior to completion of the EIR .
Building Permits The contract documents for construction of the project will be prepare d
and submitted for building permits after receiving approval of the design sfrom the various governing agencies . It is estimated that 75 days will b erequired to receive the permits . This is the first activity that occurs afte rthe completion of the EIR .
Construction Thisperiod begins after all other milestones have been reached and wil llast for 300 days .
Court Street Retai l
Entitlements Court street Entitlements are received upon completion of the EIR above .
Building Permit * * *Allows 75 days (concurrent with entitlement processing )
Construction of building Shell Allows 180 days for sufficient completion of shell construction to allo wTurnover to Tenants for purpose of -starting their Tenant Improvement s
Completion of Shell Runs concurrent with Tenant Improvement s
Turnover to Tenants This is the critical date, which forms the basis for lease start times .
Tenant Improvements Varies from 60 to 150 days .
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wp d
2517006/12301
1 1
September 2001
•
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Street s
City of San Luis Obisp o
+Any delays to the project that are not caused by Court Street Partners, LLC would affect th e
scheduled completion and would be subject to an extension of the schedule .
*Critical to continued maintenance of the schedule will be timely reviews by the City and receipt o f
entitlements delivered in the time frames indicated.
* *There is a normal risk in starting the working drawings and specifications prior to the approva l
of the EIR since construction permits generally will not be issued prior to EIR completion . It is
understood that any mitigations or revisions to the development plans that could be required as a
result of the EIR are not included in the baseline GMP and would be an additional cost. Sixty days of
slack time exist for the completion of the EIR prior to or concurrent with the issuance of a buildin g
permit.
***Owner design, design review with agencies, and working drawings are prepared on a fast trac k
basis during the same time frames as the office-parking above .
PROJECT COST S
Summary of Costs
The proposed Baseline Project Guaranteed Maximum Price is $9,917,754 .00 .
This price represents a total cost in place for the proposed project including all direct and indirec t
costs as set in the attached Exhibits and Attachments .
The office portion includes those costs which would not have occurred in the garage if the offic e
was not a portion of the project, including the cost of providing additional ramping on that floo r
to reach parking above, waterproofing and reinforcing the slab above for sound and movement,
storefront and window fenestrations, additional block and infill walls, stucco and paintin g
finishes, and separate electric panel and utilities . The office floor will be left for finishin g
utilizing a tenant improvement (TI) allowance of $35/sq.ft .
A chart included in Exhibit C allocates costs to determine the value of the office and garag e
components . Direct costs, actual hard costs, are used for a basis of quantifying unit costs and pe r
stall costs so that comparisons with other projects in the City can be made .
F:\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 1 2
2517006/12301 September 2001
•
Court Street Partners, LL C
Proposal for Office/Garage at Palm and Morro Street s
City of San Luis Obisp o
Based on direct costs, the 15,700 sq .ft . office is approximately $86 per square foot with a T I
allowance of $35 per square foot for a total direct cost of approximately $121 per square foot .
Based on direct costs the 107,400 sq . ft . garage is approximately $45 per square foot and, wit h
238 stalls, a $20,485 per stall cost.
Total costs include an allocation for contingencies, on and offsite costs, indirect costs an d
financing costs .
Based on total costs, the 15,700 sq . ft . office is approximately $177 per square foot . (Thi s
includes the TI allowance of $35 per square foot.) Based on total costs the 107,400 sq . ft. garag e
is approximately $66 .50 per square foot and, with 238 stalls, a $29,979 per stall cost .
Direct Cost s
The Copelands interviewed local and regional contractors to determine the best genera l
contractor to assist with determining the baseline project cost . JW Design and Construction, Inc .
of San Luis Obispo was selected as project contractor.
To establish construction costs, J .W . Design & Construction, Inc ., used competitive subcontrac t
prices for all major costs for the plans and specifications set forth in Attachments 1 and 2 an d
Exhibit D . Included in these costs we have attempted to capture the premium of costs associate d
with construction in the downtown environment including allowable closures for staging areas ,
noise abatement requirements, limited construction times, and traffic control .
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 1 3
2517006/12301 September 2001
•
Court Street Partners,LL C
Proposal for Office/Garage at Palm and Morro Street s
Cityof San Luis Obisp o
Indirect Costs
Indirect costs represent actual and estimated costs for the following :
Architecture & Engineering includes Architecture, Structural, Mechanical ,
Electrical, and Plumbing Engineerin g
Other Consultants include Civil and Soils Engineers, Survey, Topography an d
Landscape Lighting
-
Predevelopment Planning includes owner expense prior to authorization of projec t
Permits & Fees include Building Permits, Water Impact, Water Meter Installation ,
Wastewater Impact, Traffic Impact, Affordable Housing and Public Housing ,
Public Art, attached as estimated by the City of San Luis Obisp o
Insurance & Taxes to cover the period the property is under developmen t
EIR Allowance established at 60% for the Parking/Office Structure and 40% for
the Court Street Project . Any mitigation required by the EIR, or otherwise, fo r
archaeological work or hazardous materials clean-up shall be paid by the City fo r
Court Street property and by the Copelands for the Parking/Office Structur e
property up to an amount not to exceed 2% of the GMP for the City and an
amount not to exceed 2% of the GMP for the Copelands . In the event suc h
mitigation exceeds 2% on either property, then the affected party shall have th e
right to terminate this MOU .
Development Management includes owner expense for construction and projec t
management
Development Fees include owner overhead and profi t
Financing for a 10-month perio d
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wpd 1 4
2517006/12301 September 2001
Court Street Partners,LLC
Proposal for Office/Garage at Palm and Morro Street s
City of San Luis Obisp o
Additional Assumptions/Contingencies To Cost s
1.
Soils information providing the basis for cost is based on Earthsystems repor t
(Attachment 3). Actual borings may determine a change to the Baseline Cost .
2.Bonding cost of the General Contractor is not included in the Baseline GMP .
However, the Copelands shall pay such cost as an accommodation to the City .
3.Prevailing wage rates will be used and, accordingly, current wage rates are the basi s
of cost .
4.
Offsite costs included in the Baseline Project are as shown on the attached exhibits ,
and are limited to new sidewalks, curb and gutters around the perimeter of the project ,
street trees, the Library Plaza improvements, and pedestrian walk paving . Any other
offsite costs are not included in the Project Baseline Cost . As they are identified ,
such costs will be added and tracked separately . These costs may include, and are no t
necessarily limited to street modifications, traffic signalization and/or signing ,
underground utility disruption, upgrades, or relocation, etc .
5.Any changes to this proposal or the assumptions contained herein or in the Exhibits o r
Attachments due to EIR requirements, other governmental agency requirements, th e
archaeological work or hazardous material clean-up, redesign, delays, change i n
circumstances, force majoure or any other unforeseeable events may result i n
increases to the Guaranteed Maximum Price set forth herein .
6.A staging area will be provided by the closing a portion of Mono Street along th e
property line during construction ; with access to the parking behind the JP Andrew s
Building from Morro and closed off at Palm Street .
7.The City has not determined the scope of an Environmental Impact Report for thi s
project . An estimated EIR preparation cost for this project and the proposed Cour t
Street project is $350,000 . Based on a ratio of proposed areas (70,000 sq .ft. Court St .
and 115,000 sq .ft . Baseline Project) approximately 60% has been allocated as an EI R
Allowance of $200,000 to this Baseline Project . Any additional EIR preparation
costs shall be allocated 40% to the Copelands and 60% to the City (the latter shall b e
included in the Baseline Project) unless such additional costs are directly related to a
specific project and, in such event, the attributable project shall be solely responsibl e
for such costs . Mitigation costs for archaeological work and hazardous material s
clean-up shall not be included in the Baseline Project and shall be paid by the City fo r
the Court Street property and by the Copelands for the Parking/Office Structur e
property in an amount not to exceed 2% of the GMP for the City and an amount not
F :\TRANS\AGR\COPELAND\Exhibit 3-1203 .wp d
2517006/12301
1 5
September 2001
•
Court Street Partners,LLC
Proposal for Office/Garage at Palm and Morro Streets
City ofSanLuis Obispo
to exceed 2% of the GMP for the Copelands . In the event such mitigation exceed s
2% on either property, then the affected party shall have the right to terminate thi s
MOU .
F :\TRANS\AGR\COPELAND\Exhibit 34203 .wpd
2517006/12301
1 6
September 2001
S
film /Morro Street 0
Office & Parking Buildin g
-
City Hall vPalm
Parking —_
1—1Garage
1IIIIIIIIIJ
n Aft.-nvY n
Il■"'n 'n aormwI IULP ` 1111 r/11.
~■■■■■■.1111■■■■
■■■■■■
a)
I)■om
NI u■
County
Courthouse
0
H i g u e r a
S t r e e t
Pas»Overall Site Plan Exhibit A-1
Offices 8t Parking
COURT STREET
6m his obispa dial:
Note : This exhibit is intended for schematic purposes only . I t
is not intended to represent the final design . The fina l
design will be subject to the usual City review process and n o
approvals have been granted .
SCALE
0 30 '
*aim /Morro Street •
Office & Parking Buildin g
wtalgiiiMil:::::!"i-r j.
Ai uu.mi 111111111 1••'•••••'11111111mmmmmm
0
L
L
0
Project Site Pla n
Exhibit A-2
Palm/Marro Stn s
Offices etParldng Note: This exhibit is intended for schematic purposes only . I t
is not intended to represent the final design, instead it is on e
COURT STREET possible design provided for illustration purposes only . The fina l
design will be subject to the usual City review process and n o
am leis Obispo. °dlf°mh approvals have been granted .
SCAL E
0 30 '
• Palm I Morro Street*
Office & Parking Buildin g
West Elevatio n
Facing Morro Stree t
North Elevatio n
Facing Palm Stree t
Exterior Elevation s
Exhibit A-3
Note : This exhibit is intended for schematic purposes only . I t
is not intended to represent the final design, instead it is on e
possible design provided for illustration purposes only . The fina l
design will be subject to the usual City review process and n oapprovals have been granted .
Palm/Morro Street
OfEcea &Parkin g
0
COURT STREET
San Ink abupct t 'coin
SCALE
0 3 0 '
1 Palm /Morro Stree.
Office & Parking Buildin g
East Elevatio n
Facing Library Plaz a
South Elevatio n
Facing Pedestrian Wal k
Exterior Elevations
SCAL EExhibitA-4 0 3 0 '
Note : This exhibit is intended for schematic purposes only . I t
is not intended to represent the final design, instead it is on e
possible design provided for illustration purposes only . The fina l
design will be subject to the usual City review process and n o
approvals have been granted .
Palm/Mono Street
Offices &Parking
0
COURT STREET
8m kit Obispw Colrain*
0
0
0
0
0
0
0
• Palm I Morro Street .
Office & Parking Buildin g
o o Q o
sire'
~~'Illiillllll lIiillllllll~li
IIIIIIIIIIII 4 ,i~II IIIII I I II
Basement Level
L.
0
den lets (Mica (dfoms
Exhibit A-5 .1
SCALE
0 30 '
Palm/Morro StreetOffices &Parking Note : This exhibit is intended for schematic purposes only. Itoisnot intended to represent the final design .It is provided
COURT STREET for illustration purposes only . The final design will be subject t othe usual City review process and no approvals have been granted .
• Palm I Morro Street *
Office & Parking Buildin g
O P P
PaIMStli4eet
I•••uuuuImommmsms
Nu 1t+7uu•muu1 111111111111 1
111111111111
Ground Leve l
Exhibit A-5 .2
SCALE
0 30 '
Pahn/Morro Street
Offices &Parking
Note : This exhibit is intended for schematic purposes only. I t
c is not intended to represent the final design . It is provided
COURT STREET for illustration purposes only. The final design will be subject t o
the usual City review process and no approvals have been granted .
sea Id.Obipa 4lfarai
• Palm / Morro Street.
Office & Parking Buildin g
2nd, 3rd & 4th Level s
Exhibit A-5 .3
SCALE
0 30 '
Palm/Morro Stree t
Offices &Poking Note : This exhibit is intended for schematic purposes only. I t
o is not intended to represent the final design . It is providedCOURTSTREETfor illustration purposes only. The final design will be subject t o
a the usual City review process and no approvals have been granted .
Alp Ws tk a Cdforsis
• Palm I Morro Streeii
Office & Parking Buildin g
Roof Level
SCALE
rIIIIIIIIIII1•11•11111111-1I
Pahn./Motro Stree t
Offices &Packing Note : This exhibit is intended for schematic purposes only. I t
o is not intended to represent the final design . It is provide dCOURTSTREETforillustrationpurposesonly.The final design will be subject to
o the usual City review process and no approvals have been granted.1 n I a1opm a4Cm:
Exhibit A-5 .4 0 30 '
Exhibit B
Office/Garage at Palm/Morro and Court Street Retail - San Luis Obispo
Activity Name Duration
2001 2002 200 3
Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Ju l
1 Office - Garage 561 .00 0
2 MOU Finalized - Applicatio n
Filed
3 EIR &Entitlements 245 .00 O+n
4 Draft 120 .00
5 Public Review 60 .00 mmzmvmmm
6 Entitlement/Certificatio n
7 City Review 199 .00
8 Prelim . Design 14 .0 0
9 60% Working Drawings 14 .0 0
100% Working Drawings 14 .0 010
11 Design Development 21 .00 0 ;n
12 Prelim ARC 30 .00 0 -<o
13 ARC/ Design Review 90 .00 O 0
14 ARC/Design Approva l
15 Working Drawings 90.00 O O
16 60% Completion 45 .0 0
17 100% Completion 45 .00 n
18 Building Permit 75 .0 0
19 Construction 300.00
Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul
•
Exhibit B
Office/Garage at Palm/Morro and Court Street Retail - San Luis Obispo
2001 2002 200 3
Activity Name Duration
Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Au g
1 Court Street Retail 640 .00
2 Entitlement From Above
3 Design Submittal 30 .00 >-
4 Design Development 60 .00 <zo
5 ARC/ Design Review 120 .00 n
6 ARC/Design Approval
7 Working Drawings 120 .00 v
g Building Permit Review 75 .0 0
9 Building Permit Issuanc e
10 Bid/Negotiation 30 .0 0
11 Construction Building Shell 180 .00 I —.no
12 Complete Shell 75.00 _
13 Turnover to Tenants
14 TI's / Openings - 90 Days 90 .00
15 TI's / Openings - 120 Days 120 .00 I
16 TI's / Openings - 150 Days 150 .00
Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
f
Exhibit B
Office/Garage at Palm/Morro and Court Street - San Luis Obispo
•
Exhibit C
Proposed GMP and Allocation of Cost s
Proposed Baseline Project for the Guaranteed Maximum Price of : $9,917,754 .0 0
This represents a total cost in place for the proposed project including all direct and indirec t
costs described in the Summary of Baseline Project Costs, attached .
Allocation of Costs
(costs allocated by ratio of direct costs)
28%72 %
15,700 107,400 123,10 0
238
1,351,880 $6,227,22 1
$86.11 $45.39
$
248,738
549,50 0
533,069 1,366,842
549,50 0
1,899,91 1
$177.24
2,782,680
151,304
$
$29,979
100 %
20,485
256,203
4,875,331
$50.5 9
99,91 9
97,008
$356,12 3
345,74 6
539,26 3
$9,917,754
$80.5 7
387,959
7,135,074
66.43
Exhibit "D "
Scope of Work and Qualification s
The scope of Work for the direct costs of the Baseline Project is set forth in the Drawings an d
Specifications as reflected in Attachments 1 and 2 of the Parking/Office Structure Proposal . Costs
included in the Baseline Project are based on current material rates with the following qualifications .
1 .
Baseline Project costs assume hauling and disposal of exported materials fro m
demolition, earthwork and footings within fifteen (15) mile radius of the project .
2 .
Excavation, shoring and lagging system assumes a single level of standard drille d
tiebacks extending under adjacent properties, vertical steel soldier piles, and timbe r
lagging spanning between the soldier piles .
3 . Preliminary Soils Investigation does not indicate existing ground water in the projec t
area . Dewatering or any unanticipated subsurface conditions during earthwork ,
foundations, and elevator plunger drilling are not included .
4 .
Project pedestrian barricades are as follows :
A.Palm Street-Two sided wood structure located in the parking lane .
B.Morro Street-At times, portions of the east side of Morro Street ma y
need to be closed to be used as a construction lay-down area . It i s
assumed that this can be coordinated with Public Works . It i s
understood that final approval of Public Works will be required fo r
any street closures . The area will be demised by chain link fence an d
gates .
C.Interior Sides-Chain link fences and gates .
5 .
Non-Load bearing concrete block masonry is assumed at stair walls, roof parapet ,
Office demising wall and 42" high perimeter infill walls between concrete columns .
6 .
Exterior ceramic tile facing to be standard colors and sizes, as manufactured b y
American Olean, or equal, applied with a thin set mortar .
7 . Exterior wall finish to be painted plaster . Where concrete shear walls occur, plaste r
may be applied as a finish coat only . An accent of thin brick is included, applie d
with a thin set mortar .
8 . Hydraulic elevator to be as manufactured by Western Pacific Elevator Co ., or equal ,
and shall be direct plunger, 3,500 lb . capacity capable of operating at 100 fpm .
Standard cab and entrance finishes shall include stainless steel car door, stainles s
hand rail, plastic laminated wall panels with stainless reveals, stainless front and
transom, aluminum drop ceiling with light diffusers .
9 .
A mechanical exhausting system for the sensing and removal of carbon monoxide i s
included in the Basement Level only .
F :\TRANS\AGR\COPELAND\Exhibit D-1203 .wpd
Exhibit E
Contacts
Court Street Partners, LLC Tel : (805) 543-066 0
Tom Copeland Fax : (805) 547-965 4
P .O . Box 1348 tomcope@aol .com
San Luis Obispo, CA 9340 6
Bruce Spikell Tel : (415) 538-706 8
650 Fifth Street #303 Fax : (415) 538-708 8
San Francisco, CA 94107 TD3 SPIKELL@aol .co m
Watry Design Group Tel : (650) 298-815 0
Nick Watry Fax : (650) 298-815 1
815 Hamilton Street wd
watrvdesign.com
Redwood City, CA 9406 3
APS Architects, Inc .Tel : (805) 541-6294
Mark Rawson, AIA Fax : (805) 541-273 9
444 Higuera Street, #201 mark@apsarchitects .com
San Luis Obispo, CA 9340 1
J .W. Design Construction, Inc .Tel : (805) 544-313 0
Jerry Williams Fax : (805) 544-011 5
P .O . Box 1154 Jw@jwdci .com
San Luis Obispo, CA 9340 6
Sinsheimer, Schiebelhut & Baggett Tel : (805) 541-2800
K . Robin Baggett Fax : (805) 541-2802
1010 Peach Street krb@ssblaw.com
San Luis Obispo, CA 93401
•
Exhibit 4
The Copelands' Contingencie s
Section 5 .2 of MO U
1 . The Close of Escrow and the Copelands' obligation to consummate the transactio n
contemplated by this Agreement are subject to the satisfaction or waiver of the following condition s
for the Copelands' benefit on or prior to the Initial Closing Date . Copeland may, in the Copelands '
sole and absolute discretion, terminate this Agreement at any time by written notice of cancellatio n
to City if the Copelands determine that any of the conditions set forth in this Agreement will not b e
satisfied .
A.The development review process is concluded and all approvals and entitlements ar e
obtained, including all requirements or conditions as may pertain to final entitlements and approval s
of the project, and such approvals, conditions and requirements (however phrased) are acceptabl e
to the Copelands in their sole discretion . The timing, conditions and cost of the permits an d
approvals (including any mitigation fees) imposed on the Project by any governmental entity havin g
jurisdiction are acceptable to the Copelands .
B.The Copelands have received binding commitments from a lender or lenders t o
provide construction and permanent financing for acquisition of Court Street and the constructio n
of all improvements to be undertaken by the Copelands in connection with the Court Street and th e
Parking/Office Structure on terms satisfactory to the Copelands in their sole discretion .
C.The Copelands have received commitments for leases from tenants on term s
satisfactory to the Copelands in their sole discretion, including minimum amounts of square footage s
deemed satisfactory to the Copelands .
2 .
Removal of the Copelands ; Contingencies.
The Copelands shall provide City with written notice within ten (10) days of satisfaction o f
each of the contingencies listed herein . If the Copelands do not give City written notice of removal
of contingencies or notice of cancellation prior to the Initial Closing Date, the Copelands shall hav e
the right to cancel this Agreement by giving written notice to City .
F:\TRANS\AGR\COPELAND\Exhibit 4-1120.wpd
Exhibit 5
Expense Items Eligible for the Copelands' Reimbursemen t
Subsequent to the adoption of the MOU by the City Council, the Copelands have agreed t o
reimburse the City on a monthly basis for additional third-party costs without any mark-up by th e
City incurred in conjunction with the processing of the 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) fo r
any additional planning staff hired to expedite the review process for this project i n
the Planning, 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 Copelands will be provided in advance with copies of the contracts an d
scope of work statements governing the services provided by third parties and for which th e
Copelands will be billed .
Subsequently, the Copelands will be billed at monthly intervals with all reimbursement requests du e
and payable within thirty (30) days .
F:\TRANS\AGR\COPELAND\Exhibit 5-1120 .wpd
4 Palm /Morro StreP -
Office & Parking Buildin g
AREA B : Access Propert y
Vintage/Tartaglia
Z756 SFPALM STREET Existing Fee Parcel — Provides vehicl e
access to private property parking areas .!u
AREA E :
Library Property
1,277 S F
No—Building — Property area
required for setbacks t o
allow openings in buildin g
AREA D :
Library Property
403 SF
Area required for buildin g
structure.
AREAC :
Vintage Propertie s
844 S F
Area of Private Propert y
Required for Building and Setback
(E) Surface Parking
I AREA F
Tartaglia Property
151 SF
Area of Private Propert y
Required for Building Setbac k
Palm/Morro Street
Offices & Parsing
COURT STREET
0
am 01*po.Caroni.
Property Line s
Exhibit 6
SCALE
0
30 '