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SR-03-24-2015-3BCity Council Meeting: March 24, 2015 Agenda Item: 3® b To: Mayor and City Council From: Andy Agle, Director of Housing and Economic Development Subject: Amendments to Downtown Leasing and Licensing Guidelines Recommended Action Staff recommends that the City Council approve the attached proposed amendments to the Downtown Leasing and Licensing Guidelines which update and clarify various sections. Executive Summary Staff recommends amendments to the Downtown Leasing and Licensing Guidelines for the purpose of updating the inventory of leased spaces, clarifying credits for tenant improvements, and correcting an error in a previous version. Background The Downtown Leasing and Licensing Guidelines (Guidelines) set forth the objectives, preferred uses, and procedures related to leasing and licensing City -owned properties and public rights -of -way located within the Downtown district, generally bounded by 7'h Street to the east, Wilshire Boulevard to the north, Ocean Avenue to the west, and the Santa Monica freeway to the south. In addition, the Guidelines provide an inventory of City -owned spaces that are subject to the Guidelines. Periodically, the Guidelines are amended to reflect changes in the City's properties, policies, or space programming. The Guidelines were last updated on March 19, 2013. Discussion There have been changes to City -owned spaces since the Guidelines were last amended, necessitating an update to inventory. In addition, staff recommends that the 1 Guidelines provide clear guidance regarding rent credits for tenant improvements. Finally, a recommended update would correct an inadvertent error from the last time the Guidelines were updated. The recommended amendments are summarized below with reference to the applicable sections in the Guidelines: Section I. Preferred Uses C. Parking Structure Leased Premises Parking Structure No. 5 (1440 - 1454 Fourth Street): The available space and preferred use for the facility is recommended to be updated to reflect the anticipated construction of a one -stop Transit and Parking Services (TAPS) Center, included in the adopted FY 14/15 capital improvement program. The TAPS project would centralize operations of the Big Blue Bus Transit Store, the City's parking office and the administrative office of the City's parking contractor and would include new public restrooms. The amended guidelines will show that approximately 500 square feet would be available to accommodate commercial retail uses, which would be subject to the tenant recruitment process outlined in the Guidelines. Parking Structure No. 6 (1431 Second Street): An update to the property description is recommended to reflect construction completion in December 2013 and execution of three tenant leases in 2014. In addition, approximately 890 square feet of bicycle storage and service space has been included in the Guidelines as available for tenant recruitment. Staff recommends deleting reference to storage space as it is being used for non - commercial purposes. Section VIII. Facility Condition Staff recommends that additional language be included in the Guidelines to address when rent credits can be negotiated. Specifically, the proposed Guidelines would allow the City to negotiate rent credits when a tenant is required to invest private funds to convert a City -owned property from a cold -shell condition to code - standard condition. Section XI. Delegation of Authority The recommended change would correct an inadvertent error associated with Council's previous approval of the Guidelines. For over a decade, the Guidelines have delegated authority to negotiate leases and licenses to the City Manager, pursuant to a favorable recommendation of the DTSM Board of Directors, as adopted on July 8 2003. The most recent amendment to the Guidelines on March 9, 2013 inadvertently returned authority to Council. The correction would reinstate the delegation of authority to the DTSM Board and City Manager. 7 Appendix A: Licensees as of February 28 2015 The appendix provides an inventory of the City -owned properties and public rights -of -way located within the Downtown District that are available for leasing and licensing, as well as associated leases and license agreements. As discussed above, the following two properties have been included in the appendix and would be available to lease or license in 2015: ® 1431 Second Street (890 sq. ft.) — Bicycle Parking and Services ® 1440 Fourth Street (500 sq. ft.) — Commercial Retail The proposed amendments are incorporated in Attachment A. The amendments would supersede the previous Leasing Guidelines and would become effective upon the date of approval by Council. Attachment B provides the existing Guidelines with the proposed changes redlined for reference. Staff worked with DTSM staff on preparing the proposed updates and coordinates with DTSM on the application of the Guidelines. Financial Impacts & Budget Actions There is no immediate financial impact or budget action necessary as a result of amending the Guidelines. Prepared by: Nia Tang, Senior Development Analyst Approved: Andy Agle, Di Housing and ATTACHMENTS: Development Forwarded to Council: Elaine M. Polachek Interim City Manager Attachment A: Downtown Santa Monica Leasing and Licensing Guidelines - Clean Attachment B: Downtown Santa Monica Leasing and Licensing Guidelines - Redlined 3 Attachment A DOWNTOWN Sf MONICA Adopted July 8, 2003 Amended April 10, 2007 Amended June 24, 2008 Amended March 19, 2013 Proposed Amendments March 24, 2015 TABLE OF CONTENTS GUIDELINEOBJECTIVES ............................................................................. ..............................3 I. PREFERRED USES.. ................................................... ......................................................... 3 A. Center Court ......................................................................................................... ..............................3 B. Pavilions ................................................................................................................ ..............................4 C. Parking Structure Leased Premises ................................................................. ..............................4 D. Vending Cart License ........................................................................................ ..............................5 E. Temporary Licenses / Other ................................................................................. ..............................6 II. PREFERENCE FOR LOCAL, INDEPENDENT, AND NON - FORMULA BUSINESSES ........... 6 III. LEASE TERMS, OPTIONS AND RENEWALS ......................................... ............................... 6 IV. DIVERSITY OF TENANCIES .................................................................... ..............................7 V. LABOR PEACE ........................................................................................ ............................... 7 VI. SUSTAINABLE BUSINESS PRACTICES ................................................. ..............................7 VII. PERIODIC REVIEW OF RENTAL RATES ................................................ ..............................7 VIII. FACILITY CONDITION ............................................................................ ............................... 8 IX. TENANCY RELATIONSHIPS ................................................................... ..............................8 X. EVALUATION CRITERIA ....................................................................... .............................10 XI. DELEGATION OF AUTHORITY ........................................................... ............................... 10 APPENDIX A: LICENSEES AS OF FEBRUARY 28, 2015 ............................ ............................... 11 2 The purpose of the Downtown Leasing and Licensing Guidelines is to establish the type and nature of private uses that the City of Santa Monica ( "City ") and Downtown Santa Monica, Inc. ( "DTSM ") seek for the leasing and licensing opportunities that are available within the City's public facilities within the downtown district. Given that the leasing and licensing opportunities are limited, the City and DTSM seek to encourage and support the success of independent, non - formula entrepreneurs who will offer the public quality service and value. The designated uses and processes for selecting lessees and licensees are intended to maintain the compatibility of use of City -owned properties and public right -of -ways located within the downtown district for purposes which contribute to pedestrian orientation, outdoor dining, and neighborhood residential services; establish and implement procedures for managing and preserving the Preferred Uses of City - owned properties and rights -of -way; and assure access and use of these public properties by the general public for the Preferred Uses through a leasing and licensing program that promotes orderly and periodic changes in tenancy at fair market rates. The DTSM boundaries are 7'h Street to the east, Wilshire to the north, Ocean Avenue to the west, and the Santa Monica freeway to the south. The following locations are exempt from the oversight of DTSM: City of Santa Monica's Big Blue Bus ( "BBB "), Ken Edwards Center, Expo Light Rail station ( "Expo ") at 4th and Colorado, Santa Monica Main Library, the 4th and Arizona development site, and Samoshel and Shwashlock at 503 and 505 Olympic. Any City -owned properties requiring a Development Agreement are also exempt from the requirements of these Guidelines. From time to time, this list may be amended by the parties. Current uses of City -owned structures and right -of -ways in the downtown district are diverse, and have been intended to enhance the downtown district experience, support purposes that serve broader neighborhood community interests, and provide for the needs of downtown district residents and business owners as well as tourists. Diversity is maintained through commercial activities providing services that are otherwise unavailable to visitors and neighborhood residents in the downtown district, and educational and recreational opportunities for otherwise underserved segments of the community. In addition to the following list of currently available leasing and licensing opportunities, these guidelines are intended to address and include future ground floor retail and community serving spaces that may be developed in the downtown district in the future, but are as yet not conceived, proposed, or built. City -owned structures and public right -of -ways in the downtown district that are and will become available for lease or license, and associated Preferred Uses, are as follows: A. Center Court There are three (3) Center Courts, one court located mid -block on each block of the Third Street Promenade, totaling 1,875 sq. ft. (625 sq. ft. each). 3 Current Use: Programmed special event space (e.g., holiday decorations), a concierge cart, or other services /facilities for visitors. Street performers are allowed in the Center Court of the 1300 Block only. Preferred Use: Programmed special event space (e.g., holiday decorations), a concierge cart or other services /facilities for visitors, visitor amenities including security stations, and street performers (in the Center court of the 1300 Block only). Ancillary outdoor dining with table service, if feasible, for existing Promenade restaurants, is encouraged, subject to regulations set forth in the Santa Monica Municipal Code. B. Pavilions There are two (2) Pavilions located in the center median of the Third Street Promenade, totaling 1,512.5 square feet. The North Pavilion contains 762.5 leasable sq. ft., and the South Pavilion contains 750 leasable sq. ft. Current Use: Visitor - serving commercial /retail and food service uses. South Pavilion 1400 -A Third Street Promenade, 250 sq. ft. 1400 -B Third Street Promenade, 500 sq. ft. North Pavilion 1257 Third Street Promenade, 212.5 sq. ft. 1260 Third Street Promenade, 550 sq. ft. Preferred Use: Restaurant/cafe use with outdoor dining, with or without alcohol service, to appeal to and serve both the residential community and area visitors and cumulatively provide for diverse food and beverage offerings, price points, hours of operation, aesthetic ambiance and any other factor deemed to enhance the character and pedestrian orientation of the Promenade and the downtown district. Informal seating is encouraged in any common area described as part of the leasehold, provided the seating area is not required to be enclosed by a barrier in accordance with the City's Municipal Code or the Alcohol and Beverage Commission. Alternately, retail lease space for specialty items may be considered when vacancies occur and as market demand warrants. C. Parking Structure Leased Premises Current Use: Neighborhood and community- oriented commercial, educational, and recreational services. Parking Structure No. 5 1440 — 1454 Fourth Street, 500 sq. ft. Parking Structure No. 6 4 1431 Second Street, 7,000 sq. ft. Preferred Use: Neighborhood and community oriented commercial, visitor - serving, educational, transit and parking services center with ancillary public restrooms and commercial uses, operated in a manner that activates the pedestrian experience and serves the neighborhood, community, businesses and visitors in the downtown. Parking Structure No. 5 Parking Structure No. 5 contains a total of approximately 5,282 square feet of retail space, approximately 500 sq. ft. will remain for commercial serving purposes, with the balance of the space repurposed to serve as a Transit and Parking Services center. Parking Structure No. 6 Parking Structure No. 6 contains a combination of commercial and bicycle parking spaces. Commercial space is approximately 7,000 square feet divided into three tenant spaces: 1431 Second Street, Suite A, 3,481 sq. ft. 1431 Second Street, Suite B, 1,133 sq. ft. 1431 Second Street, Suite C, 2,253 sq. ft. Bicycle parking space is approximately 890 square feet improved with bicycle racks and conduits to accommodate a bike operator and bike parking services. D. Vending Cart License Operation of a retail and food vending cart program from designated public right - of -way locations on the Third Street Promenade. Current Use: Master Cart Licensee Program, which provides a minimum of 22 and a maximum of 32 individual carts to operators, subject to sublicense agreements. Vending carts operate solely along Third Street Promenade, and are predominately general merchandise carts. In addition, Master Cart Operator offers three carts for artists and one concierge cart for DTSM. Preferred Use: Expansion of Vending Cart Program by individual vendors to include designated Transit Mall locations, where feasible, and other locations allowed by the Santa Monica Municipal Code. Vending cart operators are encouraged to offer products and services that enhance the special qualities of the Promenade and /or Santa Monica, and create an experience that is uniquely "Santa Monica." 5 E. Temporary Licenses /Other From time to time, temporary licenses or other agreements may be granted for use of the Third Street Promenade or other downtown district locations that are consistent with the Guideline Objectives. PREFERENCE FOR LOCAL, r AND NON-FORMULA BUSIVESSES The leasing and licensing of all City -owned properties and rights -of -way within the downtown district will be subject to a preference for local, independent, non - formula businesses and community services that are financially and operationally capable of providing the Preferred Uses. Such preference will be reflected in bonus ratings for responses received from independent businesses as part of a public Tenant Recruitment process. A formula business is defined as a business having three or more sites outside the City of Santa Monica that requires, by contractual or other arrangement, the maintenance of standardized service, decor, uniforms, facility design and format substantially identical to another operation. III. LEASE TERMS, OPTIONS AND RENEWALS. As vacancies arise, either by lease expiration or earlier termination, available space will be offered for Preferred Uses for non - renewable lease terms up to five years if substantial new capital investment in structures, structural improvements or equipment is not warranted. If a tenant is required to make substantial new capital investment in structures, structural improvements or equipment to implement the Preferred Use consistent with intended purposes of the premises, one to three five -year lease options may be offered varying with amortization and financial requirements of the new capital investment. Lease renewals or options to extend the terms of occupancy will not be automatically offered to existing tenants upon expiration of agreements. As vacancies arise, either by natural expiration or earlier termination, recruitment for each opportunity site will be conducted in accordance with these Leasing Guidelines. It is recognized, that reliability and continuity of quality commercial services are valuable assets to the public experience of the Promenade and the downtown district. In order to support and encourage businesses in the downtown district to operate and maintain their premises in an exemplary manner such businesses will be subject to a renewal preference reflected in bonus ratings for responses received as part of a public Tenant Recruitment process. The term "exemplary manner" refers to those tenants who meet all of the following criteria: (i) consistently provide a high quality product within the business category, with excellent customer service; (ii) maintain their premises in a first class and attractive manner; and (iii) comply with all lease or license provisions, as well as all applicable local, state and federal laws and regulations, and as further described in Section XII. 6 Consideration of minor physical expansion of existing leasehold occupancies may be approved for tenants who seek to enhance, improve or modify their business operations consistent with the Preferred Uses through the investment of additional capital in structures, structural improvements or equipment in a manner that does not limit or diminish tenant diversity in the downtown district. Such expansion must advance the Preferred Uses for the benefit of the public, the downtown district, and the City. In order to provide access to diverse tenants capable of providing Preferred Use on City -owned properties, the physical expansion of existing and new leasehold occupancies, other than for restaurants, will be considered on a case -by -case basis, subject to existing Zoning and usage guidelines. T 0 • In order to promote operator diversity in the development and use of leasehold opportunity sites, the prospective grant of multiple leasehold areas to an individual tenant, operator, or business entity will be considered on a case -by -case basis. VMMMMM_�- , Because the City has a financial or proprietary interest in the businesses operating from its leaseholds, some of which are in industries that have a history of labor /management conflict, the risk of interruption of rental revenue received by the City would be minimized if such businesses were assured of labor peace. An appropriate labor peace provision for businesses engaged in visitor - serving commercial activities minimizes the City's exposure to revenue interruption and disruption of public enjoyment of the Promenade and Downtown District. New or substantially amended agreements for leasehold operation shall provide that the tenant will not engage in practices that impede employees' ability to organize and contract with a labor organization for the purpose of collective bargaining. Such prohibited practices include harassment, intimidation, "captive audience" anti -union meetings or illegal terminations of workers in retaliation for organizing. A substantial amendment is defined as a change of use of the property, an increase in seating or square footage of more than 25 %, or an extension of lease duration. Tenant engagement in prohibited practices shall constitute an event of default under the terms of lease. Affected leases are those businesses having five or more full or part - time employees and engaged in restaurant or visitor - serving activities.. 1 1 -- These Guidelines encourage lessees and licensees to adhere to sustainable business practices in all aspects of their operation, in accordance with City, State and Federal regulations and consistent with best practices that seek to "reduce, reuse and recycle" non - renewable resources. Lease rental rates will be established at independently appraised fair market rates or in accordance with responses received to a public Request for Proposal process. Responses 7 received for lease and license opportunities are encouraged to exceed the minimum and percentage rents set forth in the Requests. The City reserves the right to negotiate lease rates that further the establishment or retention of a Preferred Use, consistent with these guidelines. Annual CPI adjustments based on the Consumer Price Index for Los Angeles — Anaheim — Riverside — Orange County, published by the Bureau of Labor Statistics of the United States Department of Labor, will be made for the term of any new property lease or license. 1t /ll�y_[allA�i�L�� � � • i All City -owned structures are leased "as-is" and each tenant will be required to bring the space to a decent, safe and sanitary condition appropriate for the Preferred Use. If tenants must make improvements to the structure to implement the Preferred Uses as a mutually agreed condition of a lease, the City will first review and approve the proposed scope of work and design of the tenant improvements. All necessary building permits must be obtained at tenant or licensee cost, and the work inspected for compliance with applicable codes. Appropriate rental credits for the approved work performed may be negotiated as part of the lease or license agreement. Tenant improvement credits will not be offered for outdoor dining areas. In the event a tenant is required to invest its own funds to bring a City owned property in a cold shell condition up to code standards and required to construct substantial base improvements such as leveling floors, restrooms, demising walls, ceilings, fire protection system (sprinklers), HVAC units, electrical subpanel, wiring, install floor drains and connections to sewer line, x -ray, coring, meters and other necessary utilities, and other code related improvements or fees necessary to obtain building permits for the base improvements, the City may provide the tenant with a negotiated rent credit against rents due when the rent commencement phase is initiated. In no event shall rent credits exceed the tenant's costs to construct and complete the base improvements. All City -owned property within the downtown district appropriate and suitable for leasing or licensing by the City to individual occupants for the Preferred Uses will be in accordance with agreements prepared by the City. Each tenant or licensee is responsible at its expense for interior maintenance and repair and utility consumption, and the City retains responsibility for maintenance and repair of roofs and building exteriors. Subletting of space is explicitly prohibited, with the exception of vending cart agreements, to individual cart operators issued by the licensee. All City -owned property within DTSM that is appropriate and suitable for leasing or licensing will be subject to a public marketing and solicitation process. This process will identify prospective tenants and licensees with financial and experience qualifications for the Preferred Use of the available space. Vacancies will be the subject of public Requests for Qualifications and /or Requests for Proposals publicized utilizing: [? Media advertising, including general circulation newspapers or local /limited circulation publications; Direct mail to a waiting list and /or other targeted individuals having expressed previous interest in leasehold occupancy or license operation for the available Preferred Use; Posting notices on DTSM's, and the City's web sites. As appropriate, vacancies may also be publicized utilizing: 1. Direct contact or outreach to prospective tenants; 2. Dissemination by fax, e -mail or telephone to local commercial real estate brokers; 3. Press releases and other direct marketing performed by Downtown Santa Monica, Inc. 4. E- blasts, text - blasts, or other electronic or social media, as deemed appropriate by the City. The Downtown Santa Monica, Inc. Board of Directors will review and approve Requests for Proposals prior to public dissemination by the City. The Request for Qualifications and /or Request for Proposals will set forth the Preferred Uses of the available space, proposed terms and conditions for the leasehold or license opportunity, and criteria for reviewing and rating responses. All respondents and prospective tenants will file a Lease or License Application. Information contained in the Lease Application will be utilized for evaluation and confirmation that the proposed tenancy is a Preferred Use for the available space, and verification of experience, references and financial capability to perform leasehold obligations. Responses will also state preliminary terms and conditions for the proposed lease or license. Responses to Request for Qualifications and /or Request for Proposals will be analyzed and rated by a Review Team comprised of City staff and the CEO of DTSM, Inc. or his /her designee. The Review Team will provide its analysis and recommended preferred respondent, inclusive of appropriate bonus ratings for independent, non - formula business respondents and complying tenant renewal proposals to the DTSM District Issues Committee, who will make a recommendation to the DTSM Board of Directors. The recommendation of the District Issues Committee to the DTSM Board of Directors may be to reject all responses, solicit additional information from one or more respondents, or for the Cityto enter exclusive lease or license negotiations with a preferred respondent. As part of its deliberations prior to making a recommendation, the District Issues Committee and DTSM Board of Directors may request specific information to supplement the Review Team's oral or written presentation, including copies of all proposals received. In addition, the City may retain a qualified commercial real estate firm or listing agent to market property, negotiate lease or license terms, provide consultation, and coordinate with prospective tenants and other realtors. The City does not currently pay nor receive commissions for leasing of City -owned property, but will consider utilizing such services on a case -by -case basis. Staff will continue to cooperate with commercial real estate brokers who are authorized to negotiate leases and licenses on behalf of prospective 9 tenants. The Review Team will rank the candidates and make its recommendation based on the strength of the prospective lessee or licensee. Criteria, as defined by the City and /or DTSM. Selection criteria may include any of the following: (i) character, integrity, reputation, judgment, training, and experience of the prospective tenant or licensee; (ii) ability, capacity, and skill of the prospective tenant or licensee; (iii) capacity to perform; (iv) quality of the services or goods to be provided; (v) price of the goods or services; and (vi) financial resources. The selection process shall grant additional points to those existing downtown district tenants and licensees that are deemed to have operated in an Exemplary Manner. The term "Exemplary Manner" shall mean and refer to those tenants or licensees who meet all of the following criteria: (i) provide on a consistent basis a high quality product with excellent customer service; (ii) maintains their premises or cart in a first class and attractive manner; and (iii) complies with all lease or license provisions, as well as all applicable local, state and federal laws and regulations. All respondents and prospective tenants will file a Lease or License Application. Information contained in the Lease or License Application will be utilized for confirmation that the proposed tenancy is a Preferred Use for the available space, and for verification of experience, references and financial capability to perform leasehold obligations. Responses will also state preliminary terms and conditions for the proposed lease or license. The Review Team will provide an oral or written report of its deliberations to the DTSM District Issues Committee. The District Issues Committee will present its recommendation to the DTSM Board of Directors. The Board of Directors may accept the District Issues Committee's recommendation, request additional information, or reject all proposals and request modifications to the RFP and direct that the City conduct another public solicitation process. Upon recommendation of the DTSM Board of Directors, City staff will negotiate a Lease or License and report to the Board the terms contained in the Lease or License prior to its submittal to the City Manager for execution. The City Manager will execute leases and licenses of City -owned property recommended by the Board of Directors, t h at a re prepared in accordance with these Leasing Guidelines, the objectives set forth in the Request for Proposal, terms and conditions negotiated by the City, and on the basis of written agreements prepared and approved as to form by the City Attorney. Staff will consider the suggestions and /or recommendations of the Board in its negotiations and preparation of documents. 10 APPENDIX j 1. ( � : , 1. � - • .. 1400 -A Third Street Promenade, 250 sq. ft., occupied by Mudra, Inc. a women's apparel store, whose license expired on August 31, 2014. Currently, this business is on a month -to -month holdover until a Request for Proposals is issued and tenant selection is completed in the third quarter of 2015 for this license opportunity. 1400 -B Third Street Promenade, 500 sq. ft., occupied by Bussola, Inc., dba Locanda del Lago, a restaurant, whose license expires April 1, 2016. North Pavilion 1257 Third Street Promenade, 212.5 sq. ft., occupied by Above the Fold, a newsstand, which has exercised its first and second option that extends until July 31, 2010, and that has one additional option that extends it through July 31, 2015. A Request for Proposal will be issued in the third quarter of 2015 to include the opportunity to license this space as the license with the existing business is set to expire on August 1, 2015. 1260 Third Street Promenade, 550 sq. ft., occupied by Strouk Group, doing business as Messr. Marcel Pain, Vin et Fromage, a restaurant with outdoor dining surrounded by railing, whose lease expires July 31, 2017. Public Rights -of -Way Provenzano Resources Inc., operator of the Master Cart Licensee Program, provides a minimum of 22 and a maximum of 32 individual carts to operators, subject to sublicense agreements. Vending carts operate solely along Third Street Promenade, and are predominately general merchandise carts. In addition, Master Cart Operator offers three carts for artists and one concierge cart for Downtown Santa Monica, Inc. The original ten -year license agreement expires June 30, 2015, with one five -year option. Parking Structure No. 5 Currently, the commercial spaces at 1440 and 1454 Fourth Street, I occupied by the Dance Doctor and Western Union, respectively, are on a month -to -month holdover until a Request for Proposals (RFP) for the anticipated 500 sq. ft. of commercial space proposed for the TAPS Center is issued and tenant selection is completed in the third quarter of 2015 for lease opportunity. 1444 Fourth Street, 412 sq. ft., occupied by Central Parking, the City's parking operator, is not subject to the Guidelines as this office space is required by contract and the parking operator is not obliged to pay rent to the City. Parking Structure No. 6 The reconstruction of Parking Structure No. 6 was completed in December 2013. The new facility features approximately 7,000 sq. ft. of leasable ground floor commercial space currently leased by the following tenants: 1431 Second Street, Suite A, 3,481 sq. ft., is occupied by Orangetheory Fitness, whose lease expires on July 18, 2019, with three (3) options of up to five -years each. 1431 Second Street, Suite B, 1,133 sq. ft., is occupied KC Chocolatier, whose lease expires on October 28, 2019, with two (2) options of up to five -years each. 1431 Second Street, Suite C, 2,253 sq. ft., occupied by Espresso Cielo, whose lease expires on October 29, 2019, with two (2) options of up to five -years each. In addition, Parking Structure 6 contains approximately 887 sq. ft. of bicycle parking complete with bicycle racks and electrical infrastructure to support a bicycle parking and services program. A Request for Proposal will be issued with tenant selection to operate this space to be completed in the third quarter of 2015. 12 Attachment AB LEASING r ti Adopted July 8, 2003 Amended Apri110, 2007 Amended June 24, 2008 Amended March 19 2.013 Proposed Pa VT nt i-L -1 Q. �3Amendments March 2 2015 TABLE OF CONTENTS GUIDELINE OBJECTIVES ............................................................................... ..............................4 ! - 1 R€DFERFU 1 J�E° .................................................................. ............................... 3 .:......................................... -............. ........... ...... ..... ....................... Center Court ........................................................................ ............................... ............................445 G— P�t�C+s�t S€ rticc- Ear- 6easecJ- P- rti- ,,;,�,s -. Pavilions ................................................................................................................ ..............................5 C. .hooray NceF9t4a�-- ..................................................................... ............................... € d.�or�cccocnlrc r_�o I �Ini��cP�nl�n,.cnlT nn>,n ninR�F�n„T,lann�i �n tai�cld.,ic�c ,�cc��!� tli. Lc/- t��- Ti- cftWt �cr— v�— r�TivrnatiM'tLy- Y'cCl-bi= 'WA�cc ............. ....... ............ ........... ES IV— Drvi \IC DITV —�C Ti �n l.6`I.��yC` -. 7 Vr. LABOR PEACE .................................................................. - ............. VI. SUSTAINABLE BUSINESS PRACTICES. -- ................. ............. ...... 7 7 ........ \n ocvic\nr nc III. �olQDjC R4jNT L RATEa`' ........................................ nll cn 161TY GflNl31TI9Pd .................... -- ... ............ 7 H ...................... 6Y. T €NAN6Y ATIONSHIPS ........... .................... .................... ................................. ............................... ............ -g axc.\ vWc�iAtd— �RITv�iGzirn� ................... ............................... ------------ -...9 1ti X1. DELEGAT1111111 AUTHORITY .................................... ........................... LICENSEES AS OF DECE ................................. - ......... ......... ............................... . GUIDELINE OBJECTIVES ............................................................................... ..............................4 I. PREFERRED USES ................................................................................... ..............................4 A. Center Court ........................................................................ ............................... ............................445 B. Pavilions ................................................................................................................ ..............................5 C. Parking Structure Leased Premises ....................... .. 55fi D. Vendinq Cart License ..................................................................................... ............................... 7 E. Temnorary Licenses/ Other .................................................. ............................... 7 II. PREFERENCE FOR LOCAL INDEPENDENT AND NON - FORMULA BUSINESSES 778 III. LEASE TERMS OPTIONS AND RENEWALS ....... 77-8 IV, V. DIVERSITY OF TENANCIES . ........ .................................................. ..... ...... ......... - .... - .... LABOR PEACE .............................................................................-...... ............................... - 889 88-9 VI. SUSTAINABLE BUSINESS PRACTICES .................................................. ..............................9 VII. PERIODIC REVIEW OF RENTAL RATES ................................................ ............................... 9 8 12 13 GUIDELINE OBJECTIVES The purpose of the Downtown Leasing and Licensing Guidelines is to establish the type and nature of private uses that the City of Santa Monica ( "City ") and Downtown Santa Monica, Inc. ( "DTSM ") seek for the leasing and licensing opportunities that are available within the City's public facilities within the downtown district. Given that the leasing and licensing opportunities are limited, the City and DTSM seek to encourage and support the success of independent, non - formula entrepreneurs who will offer the public quality service and value. The designated uses and processes for selecting lessees and licensees are intended to maintain the compatibility of use of City -owned properties and public right -of -ways located within the downtown district for purposes which contribute to pedestrian orientation, outdoor dining, and neighborhood residential services; establish and implement procedures for managing and preserving the Preferred Uses of City -owned properties and rights -of -way; and assure access and use of these public properties by the general public for the Preferred Uses through a leasing and licensing program that promotes orderly and periodic changes in tenancy at fair market rates. The DTSM boundaries are 7'h Street to the east, Wilshire to the north, Ocean Avenue to the west, and the Santa Monica freeway to the south. The following locations are exempt from the oversight of DTSM: City of Santa Monica's Big Blue Bus ( "BBB "), Ken Edwards Center, Expo Light Rail station ( "Expo ") at 4th and Colorado, Santa Monica Main Library, the 4th and Arizona development site, and Samoshel and Shwashlock at 503 and 505 Olympic. Any City -owned properties requiring a Development Agreement are also exempt from the requirements of these Guidelines. From time to time, this list may be amended by the parties. 2114112 71 lT,& Current uses of City -owned structures and right -of -ways in the downtown district are diverse, and have been intended to enhance the downtown district experience, support purposes that serve broader neighborhood community interests, and provide for the needs of downtown district residents and business owners as well as tourists. Diversity is maintained through commercial activities providing services that are otherwise unavailable to visitors and neighborhood residents in the downtown district, and educational and recreational opportunities for otherwise underserved segments of the community. In addition to the following list of currently available leasing and licensing opportunities, these guidelines are intended to address and include future ground floor retail and community serving spaces that may be developed in the downtown district in the future, but are as yet not conceived, proposed, or built. City -owned structures and public right -of -ways in the downtown district that are and will become available for lease or license, and associated Preferred Uses, are as follows: A. Center Court A There are three (3) Center Courts, one court located mid -block on each block of the Third Street Promenade, totaling 1,875 st. ft. (625 sq. ft. each). Current Use: Programmed special event space (e.g., holiday decorations), a concierge cart, or other services /facilities for visitors. — Street performers are allowed in the Center Court of the 1300 Block only. Preferred Use: Programmed special event space (e.g., holiday decorations), a concierge cart or other services /facilities for visitors, visitor amenities including security stations, and street performers (in the Center court of the 1300 Block only). Ancillary outdoor dining with table service, if feasible, for existing Promenade restaurants, is encouraged, subject to regulations set forth in the Santa Monica Municipal Code. A B. Pavilions There are two (2) Pavilions located in the center median of the Third Street Promenade, totaling 1,512.5 square feet. The North Pavilion contains 762.5 leasable sq. ft., and the South Pavilion contains 750 leasable sq. ft. Current Use: Visitor - serving commercial /retail and food service uses. South Pavilion 1400 -A Third Street Promenade, 250 sq. ft. 1400 -B Third Street Promenade, 500 sq. ft. North Pavilion 1257 Third Street Promenade, 212.5 sq. ft. 1260 Third Street Promenade, 550 sq. ft. Preferred Use: Restaurant/cafe use with outdoor dining, with or without alcohol service, to appeal to and serve both the residential community and area visitors and cumulatively provide for diverse food and beverage offerings, price points, hours of operation, aesthetic ambiance and any other factor deemed to enhance the character and pedestrian orientation of the Promenade and the downtown district. Informal seating is encouraged in any common area described as part of the leasehold, provided the seating area is not required to be enclosed by a barrier in accordance with the City's Municipal Code or the Alcohol and Beverage Commission. — Alternately, retail lease space for specialty items may be considered when vacancies occur and as market demand warrants. B-.C. Parking Structure Leased Premises Current Use: Neighborhood and community - oriented commercial, educational, and recreational services. Parking Structure No. 5 4454 ruurth utr nti� ¢t. „q. 5 1448-Fe­urth-S#eet-2-76-sq-ft 4444-Fou#+-, n�n_fbc-. 14A0 Peur4� ft- -1440 - 1454 Fourth Street, _5()Q_ sq. . Parking Structure No. 6 1431 Second Street, 7,000 -sq. ft. Preferred Use: Neighborhood and community oriented commercial, visitor- serving, educational, -and recreationat transit and parkir7g services,-rot !_-ar restatwaAt-uso-s center with t-e ate�an6illary_public restrooms and commercial uses, operated in a manner that anima� activates the pedestrian experience-. and serves the neighborhood, coi-ni-n�it-itV7b.Lisitiesgea Parking Structure No. 5 Parking Structure No. 5 contains a total of approximately 5,282 square feet of retail space, Y , A;,,;,4-,4 ;-+- f;,,- I ---- I k ags_-,A-ef_w44�-a� er have +k ep+;__ -All k- te_narr�- -Pg ------ to--- k ;m e ^approximately 500 sq. ft. will remain for commercial serving purposes, with the balance of the nsit and Parkina Services center. Parkina Structure No. 6 Parking Structure No. 6 has -beer der rGPhed-conta ins a combination of commercial and bicycle parkin cl spaces. CoMMfEq!al space is b,-mg-+ebu+' §. tt--w4l-�;tatn approximately 7,000 square feet of reta divided into three tenant spaces-, 1431 Second Street Suite A-pG4mrr_of-the� �3481_sq. f 1431 Second Street, Suite i3 1 133 sq. ft. 1431 Second Street, Suite C,2.253 s . ft, preperty Tp o��.njEe.qoerator and bike parking services C,D. Vending Cart License Operation of a retail and food vending cart program from designated public right - -of -way locations on the Third Street Promenade. Current Opera rrUse: Master Cart Licensee Program, which provides a minimum of 22 and a maximum of 32 individual carts to operators, subject to sublicense agreements. Vending carts operate solely along Third Street Promenade, and are predominately general merchandise carts. In addition, Master Cart Operator offers three carts for artists and one concierge cart for DTSM. Preferred Use: Expansion of Vending Cart Program by individual vendors to include designated Transit Mall locations, where feasible, and other locations allowed by the Santa Monica Municipal Code. Vending cart operators are encouraged to offer products and services that enhance the special qualities of the Promenade and /or Santa Monica, and create an experience that is uniquely "Santa Monica." 9-.E. Temporary Licenses /Other From time to time, temporary licenses or other agreements may be granted for use of the Third Street Promenade or other downtown district locations that are consistent with the Guideline Objectives. 1. PREFERENCE FOR LOCAL, ■ NON-FORMULA BUSINESSES The leasing and licensing of all City -owned properties and rights -of -way within the downtown district will be subject to a preference for local, independent, non - formula businesses and community services that are financially and operationally capable of providing the Preferred Uses. Such preference will be reflected in bonus ratings for responses received from independent businesses as part of a public Tenant Recruitment process. A formula business is defined as a business having three or more sites outside the City of Santa Monica that requires, by contractual or other arrangement, the maintenance of standardized service, decor, uniforms, facility design and format substantially identical to another operation. As vacancies arise, either by lease expiration or earlier termination, available space will be offered for Preferred Uses for non - renewable lease terms up to five years if substantial new capital investment in structures, structural improvements or equipment is not warranted. If a tenant is required to make substantial new capital investment in structures, structural improvements or equipment to implement the Preferred Use 7 consistent with intended purposes of the premises, one to three five -year lease options may be offered varying with amortization and financial requirements of the new capital investment. Lease renewals or options to extend the terms of occupancy will not be automatically offered to existing tenants upon expiration of agreements. As vacancies arise, either by natural expiration or earlier termination, recruitment for each opportunity site will be conducted in accordance with these Leasing Guidelines. —It is recognized, that reliability and continuity of quality commercial services are valuable assets to the public experience of the Promenade and the downtown district. -In order to support and encourage businesses in the downtown district to operate and maintain their premises in an exemplary manner, such businesses will be subject to a renewal preference reflected in bonus ratings for responses received as part of a public Tenant Recruitment process. The term "exemplary manner" refers to those tenants who meet all of the following criteria: (i) consistently provide a high quality product within the business category, with excellent customer service; (ii) maintain their premises in a first class and attractive manner; and (iii) comply with all lease or license provisions, as well as all applicable local, state and federal laws and regulations, and as further described in Section XII. Consideration of minor physical expansion of existing leasehold occupancies may be approved for tenants who seek to enhance, improve or modify their business operations consistent with the Preferred Uses through the investment of additional capital in structures, structural improvements or equipment in a manner that does not limit or diminish tenant diversity in the downtown district. Such expansion must advance the Preferred Uses for the benefit of the public, the downtown district, and the City. In order to provide access to diverse tenants capable of providing Preferred Use on City - owned properties, the physical expansion of existing and new leasehold occupancies, other than for restaurants, will be considered on a case -by -case basis, subject to existing Zoning and usage guidelines. I VJ11IIIIIIIIIIIII X71TM:Mby&$]3i:4 IR F\.[dl* In order to promote operator diversity in the development and use of leasehold opportunity sites, the prospective grant of multiple leasehold areas to an individual tenant, operator, or business entity will be considered on a case -by -case basis. V. LABOR PEACE Because the City has a financial or proprietary interest in the businesses operating from its leaseholds, some of which are in industries that have a history of labor /management conflict, the risk of interruption of rental revenue received by the City would be minimized if such businesses were assured of labor peace. An appropriate labor peace provision for businesses engaged in visitor - serving commercial activities minimizes the City's exposure to revenue interruption and disruption of public enjoyment of the Promenade and Downtown District. New or substantially amended agreements for leasehold operation shall provide that the tenant will not engage in practices that impede employees' ability to organize and contract with a labor organization for the purpose of collective bargaining. Such prohibited practices include harassment, intimidation, "captive audience" anti -union meetings or illegal terminations of workers in retaliation for organizing. A substantial amendment is defined as a change of use of the property, an increase in seating or square footage of more than 25 %, or an extension of lease duration. Tenant engagement in prohibited practices shall constitute an event of default under the terms of lease. Affected leases are those businesses having five or more full or part -time employees and engaged in restaurant or visitor - serving activities. LU�III &Ata N rM.] a :111111 111. .11 lIZMEUMT4 1141*3 These Guidelines encourage lessees and licensees to adhere to sustainable business practices in all aspects of their operation, in accordance with City, State and Federal regulations and consistent with best practices that seek to "reduce, reuse and recycle' non - renewable resources. VII. PERIODIC REVIEW OF RENTAL RATES Lease rental rates will be established at independently appraised fair market rates or in accordance with responses received to a public Request for Proposal process. Responses received for lease and license opportunities are encouraged to exceed the minimum and percentage rents set forth in the Requests. The City reserves the right to negotiate lease rates that further the establishment or retention of a Preferred Use, consistent with these guidelines. Annual CPI adjustments based on the Consumer Price Index for Los Angeles — Anaheim — Riverside — Orange County, published by the Bureau of Labor Statistics of the United States Department of Labor, will be made for the term of any new property lease or license. VIII. FACILITY CONDITION All City -owned structures are leased "as -is" and each tenant will be required to bring the space to a decent, safe and sanitary condition appropriate for the Preferred Use. If tenants must make improvements to the structure to implement the Preferred Uses as a mutually agreed condition of a lease, the City will first review and approve the proposed scope of work and design of the tenant improvements. All necessary building permits must be obtained at tenant or licensee cost, and the work inspected for compliance with applicable codes. Appropriate rental credits for the approved work performed may be negotiated as part of the lease or license agreement. Tenant improvement credits will not be offered for outdoor dining areas. In tiro event a te:rlant is regUired to invest its own funds to hrirrg a City ownod propolifv in a cold shell condition uq to code standards and regenrt�,,d to rrnsti'rt<;t : Ubstantial Base im.nroveY "nests m-ch as lovetling doors resti'C}C3rns, demising walls, ceilings, '`ire prolection Sysie X71 (semi ishEers ), P-IIIA(, Units, electrical si1Er;�artc.l, wiiirrc.}, i(£..,tati il£�cr drains and connections to sewer line, x-ray, coring, lYIE3:er,I !md o ,her t;.ece ,an.y a it ties, ahnd 'other code related improvements or Fees €7eceessaiy to obtim bUildi €-ig pe irni s For he.. base Illi!Jmvelnirirenls, the City mia f provide the tenan' with a negotiated rent credit against 9 rents due whorl the rant cornmencement phase is initialed. In no event shall rent credits exceed the tenants casts to constrru.t slid coirrhle to ties Phase imp'uven ents. IX. TENANCY RELATIONSHIPS All City -owned property within the downtown district appropriate and suitable for leasing or licensing by the City to individual occupants for the Preferred Uses will be in accordance with agreements prepared by the City. Each tenant or licensee is responsible at its expense for interior maintenance and repair and utility consumption, and the City retains responsibility for maintenance and repair of roofs and building exteriors. Subletting of space is explicitly prohibited, with the exception of vending cart agreements, to individual cart operators issued by the licensee. All City -owned property within DTSM that is appropriate and suitable for leasing or licensing will be subject to a public marketing and solicitation process. This process will identify prospective tenants and licensees with financial and experience qualifications for the Preferred Use of the available space. Vacancies will be the subject of public Requests for Qualifications and /or Requests for Proposals publicized utilizing: Media advertising, including general circulation newspapers or local /limited circulation publications; Direct mail to a waiting list and /or other targeted individuals having expressed previous interest in leasehold occupancy or license operation for the available Preferred Use; Posting notices on DTSM's, and the City's web sites. As appropriate, vacancies may also be publicized utilizing: 1. Direct contact or outreach to prospective tenants; 2. Dissemination by fax, e-mail or telephone to local commercial real estate brokers; 3. Press releases and other direct marketing performed by Downtown Santa Monica, Inc. . E- blasts, text - blasts, or other electronic or social media, as deemed appropriate by the City. 4- The Downtown Santa Monica, Inc. Board of Directors will review and approve Requests for Proposals prior to public dissemination by the City. The Request for Qualifications and /or Request for Proposals will set forth the Preferred Uses of the available space, proposed terms and conditions for the leasehold or license opportunity, and criteria for reviewing and rating responses. All respondents and prospective tenants will file a Lease or License Application. Information contained in the Lease Application will be utilized for evaluation and confirmation that the proposed tenancy is a Preferred Use for the available space, and verification of experience, references and financial 10 capability to perform leasehold obligations. Responses will also state preliminary terms and conditions for the proposed lease or license. Responses to Request for Qualifications and /or Request for Proposals will be analyzed and rated by a Review Team comprised of City staff and the CEO of DTSM, Inc. or his/her designee. The Review Team will provide its analysis and recommended preferred respondent, inclusive of appropriate bonus ratings for independent, non- - formula business respondents and complying tenant renewal proposals to the DTSM District Issues Committee, who will make a recommendation to the DTSM Board of Directors. The recommendation of the District Issues Committee to the DTSM Board of Directors may be to reject all responses, solicit additional information from one or more respondents, or for the City to enter exclusive lease or license negotiations with a preferred respondent. As part of its deliberations prior to making a recommendation, the District Issues Committee and DTSM Board of Directors may request specific information to supplement the Review Team's oral or written presentation, including copies of all proposals received. In addition, the City may retain a qualified commercial real estate firm or listing agent to market property, negotiate lease or license terms, provide consultation, and coordinate with prospective tenants and other realtors. The City does not currently pay nor receive commissions for leasing of City -owned property, but will consider utilizing such services on a case -by -case basis. Staff will continue to cooperate with commercial real estate brokers who are authorized to negotiate leases and licenses on behalf of prospective tenants. X. EVALUATION CRITERIA The Review Team will rank the candidates and make its recommendation based on the strength of the prospective lessee or licensee. Criteria, as defined by the City and /or DTSM. Selection criteria may include any of the following: (i) character, integrity, reputation, judgment, training, and experience of the prospective tenant or licensee; (ii) ability, capacity, and skill of the prospective tenant or licensee; (iii) capacity to perform; (iv) quality of the services or goods to be provided; (v) price of the goods or services; and (vi) financial resources. The selection process shall grant additional points to those existing downtown district tenants and licensees that are deemed to have operated in an Exemplary Manner. The term "Exemplary Manner" shall mean and refer to those tenants or licensees who meet all of the following criteria: (i) provide on a consistent basis a high quality product with excellent customer service; (ii) maintains their premises or cart in a first class and attractive manner; and (iii) complies with all lease or license provisions, as well as all applicable local, state and federal laws and regulations. All respondents and prospective tenants will file a Lease or License Application. Information contained in the Lease or License Application will be utilized for confirmation that the proposed tenancy is a Preferred Use for the available space, and for verification of experience, references and financial capability to perform leasehold obligations. Responses will also state preliminary terms and conditions for the proposed lease or license. I The Review Team will provide an oral or written report of its deliberations to the DTSM District Issues Committee. The District Issues Committee will present its recommendation to the DTSM Board of Directors. The Board of Directors may accept the District Issues Committee's recommendation, request additional information, or reject all proposals and request modifications to the RFP and direct that the City conduct another public solicitation process. Upon recommendation of the DTSM Board of Directors - and- apprevaR-by- (,4- ,4, -,it, City staff will negotiate a Lease or License and report to the Board the terms contained in the Lease or License prior to its submittal to the City Manager for execution. The City Manager will execute leases and licenses of City -owned property recommended by the Board of Directors, that are prepared in accordance with these Leasing Guidelines, the objectives set forth in the Request for Proposal, terms and conditions negotiated by the City, and on the basis of written agreements prepared and approved as to form by the City Attorney. Staff will consider the suggestions and /or recommendations of the Board in its negotiations and preparation of documents. 12 APPEftDIA A: LEASEES AND LICENSEES AS OF QEQ�EMBEjZ4-2-Q42Februar 0711TRITM frort 1400-A Third Street Promenade, 250 sq. ft., occupied by Mudra, Inc. a women's apparel store, whose license ea Amt &W4—,2-044-. ex ireclon --- August 31.2014 Currently Phis business is on A month-to-month holdover until a Reauesfi for Proposals is issued and tenant selection is completed in the third _.quarter of 2015 for this license _opportunity. 1400-B Third Street Promenade, 500 sq. ft., occupied by Bussola, Inc., -dba Locanda del Lago, a restaurant, whose license expires April 1, 2016. North Pavilion 1257 Third Street Promenade, 212.5 sq. ft., occupied by Above the Fold, a newsstand, which has exercised its first and second option that extends until July 31, 2010, and that has one additional option that extends it through July 31, 2015. A Request for Proposal will be issued in the third quarter of 2015 to include the opportunity to license this space as the license with the existinq business is set to expire an August 1 2015.. 1260 Third Street Promenade, 550 sq. ft., occupied by Strouk Group, doing business as Messr. Marcel Pain, Vin et Fromage, a restaurant with outdoor dining surrounded by railing, whose lease expires July 31, 2017. Public Ri hfrs- of -Vtla� -V,-54- -- a444-9tre whas,e4ea&e--xW-es-, � ter. 14b Four k 075 4"A"A A40 4 --- pried (2 ra 4i %, centre..+ d4... lunsi 13 14 sp�e- fot-rse - -w#i� h-i ��dtviai�le- and - will- be- btu+tt- er+t -er�ly 4ae: rrer�t �!� Provenzano Resources Inc., operator of the Master Cart Licensee Program, provides a minimum of 22 and a maximum of 32 individual carts to operators, subject to sublicense agreements. Vending carts operate solely along Third Street Promenade, and are predominately general merchandise carts. In addition, Master Cart Operator offers three carts for artists and one concierge cart for Downtown Santa Monica, Inc. The original ten -year license agreement expires June 30, 2015, with one five -year option. Currently the commercial spaces at 1440 and 1454 Fourth Street occupied bathe Nance Doctor and Western Union respectively are on a month -to -month holdover until a Request for Proposals (RFP) for the anticipated 500 so. ft. of commercial space proposed for the TAPS Center is issued and tenant selection is completed in the third quarter of 2015 for lease op arp tunny. 1444 Fourth Street. 412 sq. ft., occupied by Central Parking, v n'�the City's parking operator. is not subiect to the Guidelines as this office space is required by-6y contract: and the parking operator is not obliged to pay rent to the Citv.- fer__th e off Ge. �arkinty Structure No 6 The reconstruction of Parking Structure No. 6 was completed in December 2013. The new facility features approximately 15 1431 Second Street sulte A 3 q81s-q ft. is occupied —by Oranqetheory Fitness, whose lease,_e�wes on July 1f3 2019. With three (3) options of up to five- y�eg each. 1431 Second Street Suite F 113 s qt f L' a ocrupi(Ld Choc.olatierwhose (ease fires on t7c4Uber 23u 2019 with w E--op--tlonq-qf-up to five years Qaqiil hKo_L2_options of into five -years_ each. infrastructure A Request for be issued with tenant selection to operate this space to be oa�ieted in the third quarter of 2015 16