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06 June 21, 2006 Property77255 RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON PROPERTY COMMITTEE (Commissioners Marion Ashley, Alex Bias, Robin Lowe, John Tavaglione, Roy Wilson) 2:00 p.m. Wednesday, June 21, 2006 RCTC Offices, Conference Room B 4080 Lemon Street, 3rd Floor, Riverside AGENDA 1. CALL TO ORDER 2. PUBLIC COMMENTS 3. ADDITIONS/REVISIONS - (The Committee may add an item to the Agenda after making a finding that there is a need W take immediate action on the item and that the item came to the attention of the Committee subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the Committee members present adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda.) 4. AWARD AN EXCLUSIVE NEGOTIATING AGREEMENT (ENA) FOR JOINT DEVELOPMENT AT THE LA SIERRA METROLINK STATION TO BRE PROPERTIES Overview This item is for the Committee to: 1) Award an Exclusive Negotiating Agreement for Joint Development at the La Sierra Metrolink Station to BRE Properties; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. 11.36.09 Riverside County Transportation Commission Property Committee Agenda June 21, 2006 5_ MODIFICATION NO. 1 TO. RCTC STATION JOINT :DEVELOPMENT GUIDELINES Overview This item is for th.e Committee to modify the RCTC Station Joint Development Guidelines to include a Development Team prequalification period of two years. AWARD A SOLE SOURCE AGREEMENT TO KEYSER MARSTON ASSOCIATES FOR REAL ESTATE FINANCIAL ADVISORY. CONSULTANTS FOR THE RIVERSIDE -DOWNTOWN JOINT DEVELOPMENT Overview This item is for the Committee to: 1) Award a Sole Source Agreement to Keyser Marston Associates for Consultant Services for the Riverside. -Downtown Joint Development Project in an amount not to exceed $70,500; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. 7. ADJOURNMENT AGENDA ITEM 4 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 21, 2006 TO: Property Committee FROM: Stephanie Wiggins, Regional Programs Director THROUGH: Anne Mayer, Deputy Executive Director SUBJECT: Award an Exclusive Negotiating Agreement (ENA) for Joint Development at the La Sierra Metrolink Station to BRE Properties STAFF RECOMMENDATION: This item is for the Committee to: 1) Award an Exclusive Negotiating Agreement for Joint the La Sierra Metrolink Station to BRE Properties; 2) Authorize the Chair, pursuant to legal counsel review agreement on behalf of the Commission; and 3) Forward to the Commission for final action. Development at , to execute the BACKGROUND INFORMATION: At its June 2005 meeting, the Commission authorized staff to work with the City of Riverside to develop a Request For Qualifications (RFQ)/Request For .Proposals (RFP) for Joint Development at the La Sierra Metrolink Station. Working in close coordination with the City of Riverside -Redevelopment, staff developed the RFQ and RFP. Selection Process The RFQ was released on December 7, 2005 with a mailing, to 115 interested parties. The RFP was also posted on the agency website and public notices were advertised in the Press -Enterprise, the Orange County Register, and the Los Angeles Times. The Commission received three Statement of Qualifications (SOQ) by the deadline of January 31, 2006: BRE Properties, Inc Forest City Development Radius Retail Advisors Agenda Item 4 The SOQs were reviewed by the Evaluation Committee comprised of representatives from the city of Riverside -Planning, city of Riverside - Redevelopment, the Southern California Regional Rail Authority, and Commission staff: Chief Financial Officer and Right -of -Way Program Manager.The Evaluation Committee pre -qualified two firms out of the three for an invitation to propose. The two pre -qualified firms, identified below, were invited on February 28, 2006 to subrnit a Joint Development proposal for the La Sierra Metrolink Station Site. BRE Properties, Inc Forest City Development Both teams attended a site visit held on March 7, 2006. Both development teams submitted proposals by the deadline of May 2, 2006. The financial pro-formas of both proposals were analyzed by Keyser Marston and Associates, a real estate financial advisor for RCTC. Interviews of both firms were held on June 15, 2006 with a panel consisting of representatives from the city of Riverside -Planning, city of Riverside - Redevelopment, the Southern California Regional Rail Authority, Keyser Marston Associates, and Commission staff: Deputy Executive Director, Chief Financial Officer, and Right -of -Way Program Manager. Evaluation Committee Recommendation The Evaluation Committee recommends the selection of BRE Properties for the ENA at the La Sierra Metrolink Station. The proposal submitted by BRE Properties: • Incorporates two new parking structures supporting the future parking expectations of the rail station; • Incorporates retail and mixed housing types consistent with the City of Riverside zoning and general plan; • Proposes a financial return to RCTC. The ENA allows for ROTC to negotiate with BRE Properties. During the term of .,the ENA, RCTC will not approve any other proposals for the La Sierra Station site. Attachments: 1) BRE Proposal Schematics/Site Plan 2) Excerpt from the RCTC Station Joint Development Guidelines Agenda Item 4 • • LA SIERRA AVENUE SITE 1 (APARTMENTS). - I. FLATS' 1 BR 1 BA (750 S F). 2 BR. 28A ('11005-F) LIVEAVORK UNITS: f BR. 2BA ° MN S.F). TOTAL. 2, TOTAL ACRES: 3. DENSITY' 4. PARKING PROVIDED: 5. PARKING RATIO: 6, RETAIL PROVIDED' 7. PARKING FOR RETAIL: 8. PARKING RATIO: COURTI YA tD 1511Y1/1 S (52%) 140 UNITS (46%) 6 UNITS( 02%1 303 UNITS +/-5.2 ACRES 58.2 DUA.AC 454 STALLS 1 5 S/UNIT 6,000 SF 30 STALLS 5 S/1000 S.F 4 l FVFf SOF PARKING WOO S!Alf S SITE 4 4 srO`TY L, vaorost.G NI S(ot°locA! PROPOSED RIVER WAT K VISTA DEVELOPMENT SITE 2 (FLATS/TOWNHOUSES/ LIVE_WORKS): 1. TOTAL FLATS: 1BR. i5174 (750 BF) 28111.2BA (1100 S. F) TOWNHOUSES: 2BR.2 BAT 1100 S.F. ) 2BR. 2.5 BA(1350 S.F) LIVENORK: 2BR, 2 BA (1450 S.F) TOTAL UNITS: 2. TOTAL ACRES: 3. DENSITY CONCEPTUAL SITE PLAN GATEWAY RIVERSIDE TRANSIT VILLAGE 38 UNITS 25 UNITS 13 UNITS 35 UNITS 14 UNITS 2/ UNITS 19 UNITS 19 UNITS 92 UNITS 123.6 ACRES 25.5 DU/AC T�7 TRANSIT AUTOCOURT PLAZA DROP-OFF RAIL ROAD TRACKS 4 LF,VELS OT PARXING 1000 STAI I SVEN7lAL7RETAl1 1 I E Vl I S OF PARKING ,. 'or..1 N� STALL S ANIT4 �, 42 ! JT �I { SITE 2 #1-r eta -STORY TDWN tO(/SFS 4. PARKING PROVIDED. GARAGES STREET PARKING: STRUCTURE' 5. PARKING RATIO: 6. RETAIL PROVIDED. RETAIL 1 REMIT 2 7. PARKING FOR RETAIL STREET PARKING - STRUCTURE 8. PARKING RATIO' 166 STALLS 6/ STALLS 23 STALLS 62 STALLS 1.8 SA/NIT 21.500 SE 16.000 SF 5,500 S F 108 STALLS 40 STALLS 68STAL LS 5 S71000 S.F STATE HIGHWAY 91 SEC. J �Yl7 PAlt, s rFtuc %JR, FVH S snrvl SITE 3 SITE 3 (CONDOS): 1 1 BR, 1 BA (900 SE): 128 UNITS (46%) 2 BR. WM (1260S. F.): 150 UNITS (54%) TOTAL: 278 UNITS 2. TOTAL ACRES: +A5, 5 ACRES 3. DENSITY 50.5 DU/AC 4. PARKING PROVIDED: 500 STALLS 5 PARKING RATIO: 1.8 S/UNIT TARP 4:L 1 , slow 8u I T 99C 1„ SITE 4 (RCTC TWO PARKING STRUCTURES): I- TOTAL ACRES: 2. PARKING PROVIDED: OVERALL DENSITY: 1. TOTAL UNITS: 2. TOTAL ACRES: 3. DENSITY RIVERSIDE, CALIFORNIA i »'t 5141 CALI(ORNIA AVENUE SUITE 250 IRVINF CA (949) 463-4200 TAX: (949) 8634203 673 UNITS +/-20.5 ACRES 32.8 DU/AC ARCHITECTS ORANGE 144 NORTH ORANGE ST.. ORANGE. CALIFORNIA 92866 (714) 639-9860 .65.5 ACRES 2000 STALLS 06044 JUNE 06. 2006 v".X0,5 X:a'(NY) 914Vt91TNLV0,0 a iPAVYNO ss 49wV710KWrlrar: 3ONV80 S.1331114981/ VIN80.417V.9 30IS83/118 • • .,x ,V, Dar :..s ...SPIVsv- 30V-171A .LISM/8.1 301S83A18 AVAA31V0 • (57 • 1.'X '6[9(Ji!, lrrird'8 WPM) ri Pe.) L'YVVO t53`.A4120 NIPPON IV! 3ONVHO S13311H9HV duv80317b0 '301S83A18 • 39V771A _LISNtiaL 3G1S83AP:I AVM LVO • (174,1F • WAY:qt.,:+T'Y.? i'X q4C., NVAAAAY P>t 30N1/80 S10311N0Liti VIAMIC1417b0 `306'83/11H • 30V771A _LISNV l 3QIS83A18 AVM.aLVO • CST 3JNb'HO Sl031/1-108V VIA180_417VO "301SN3A18 39V771A 11SNI/al 301S243A1H AVM31.V9 • • • Excerpt from the RCTC Station Joint Development Guidelines. - Exclusive Negotiations Agreement Upon recommendation and approval of the Commission, the Executive Director may enter into an Exclusive Negotiations Agreement (ENA) with the selected developer for a period of 180 days or such other term that is mutually acceptable to the parties. A. Requirements of proposer/developer under the ENA: 1. Developer shall provide the Executive Director with a "good faith refundable deposit," in the amount of S25,000 in the form of cash or certified check or an alternative amount determined by the Executive Director or his designee. The amount shall be sufficient to cover reasonable expenses incurred by the RCTC in carrying out the analysis of the proposal. 2. Developer shall have 120 days to provide the Executive Director with the following information: a. A preliminary site plan showing building 'layout and dimensions, parking, landscaping and access. Project development schedule 'including milestones for site control, financing . commitments, design and environmental clearances, entitlements, construction and completion. a. Cost estimates and project data for the proposal in sufficient detail to permit adequate financial analysis. d. Evidence of a firm commitment from key managerial members or tenants of the proposed projects. e. A comprehensive list of previous experience in the specific project area and of like projects for both construction and operation of the said project type, as well as disclose full credit and litigation history under penalty of perjury. 3. Evidence of a firm financial plan, including: a. Evidence of construction financing. b. Evidence of long-term financing.. c: Evidence of other financial sources necessary to carry out the project. Evidence shall consist of a letter of commitment from a financial' institution or any reasonably acceptable party providing' development capital. The financial plan shall include a proforma statement of project return adequate to enable the Commission to evaluate the economic. feasibility of the proposed project. b. Agenda Item 4 4. Developer shall provide a written offer to the RCTC for fee purchase of land, purchase of lease rights, or other development rights as appropriate to the proposal. 5. Evidence of control of any properties not owned by RCTC but considered essential to the project. Evidence shah be in the form of letters of intent from each of, the owners stating commitment of land, economic terms and costs basis as well as a detailed action plan and schedule relating to the acquisition of the properties. B. Responsibilities of the RCTC under the ENA: 1 The RCTC shall approve no other joint development proposals for the land in question during the period of the ENA. The ENA shall serve as proof of control of land for acquiring letters of financial commitment by the developer. 2. The Executive Director shall place the "good faith" deposit in an interest- bearing account;; and shallhavethe right to draw down from the account payment for reasonable expenses incurred by the RCTC for such items as land and development rights appraisals, materials, data and other information costs, and other administrative and :consultant costs expended in the: evaluation of the proposal. 3. The RCTC shall provide the developer with an appraisal for the fair market value of the fee interest or lease rightsor other development rights appropriate to the project. 4. The RCTC shall deliver, within 30 days of receipt of written request, any -:existing RCTC-owned information, studies,• reports, site and construction plans or other documents requested by the developer to facilitate project design at cost to the developer. 5 Upon completion of the 120-day period' referenced above in Section A, the RCTC will evaluate and negotiate with the _ Developer in close coordination with the local jurisdiction for a period of up to 60 days. 6. If, at the conclusion of the ENA period, the proposal is terminated, the Executive Director shall return any remaining balance of the "good faith deposit," including any interest accrued thereon to the developer. 7. If, at the conclusion of the ENA, a Development Agreement is entered into, the remaining balance of the "good faith deposit," including interest accrued thereon, :shall be subtracted from the cost of land, lease or other development rights conveyed to the developer by the RCTC. Extension of ENA; Either the developer or the Executive Director may request from the Commission an extension of the 180-day exclusive negotiation period. The Commission will determine whether sufficient progress has been made toward fulfillment of the above requirements in their consideration of extension. Agenda Item 4 AGENDA ITEM 5 • RIVERS/DE COUNTY TRANSPORTATION COMMISSION DATE: June 21, 2006 TO: Property Committee FROM: Stephanie Wiggins, Regional Programs Director THROUGH: Anne Mayer, Deputy Executive Director SUBJECT: Modification No. 1 to RCTC Station Joint Development Guidelines STAFF RECOMMENDATION: This item is for the Committee to modify the RCTC Station Joint Development Guidelines to include a Development Team prequalification period of two years. BACKGROUND INFORMATION: At its June 2005 meeting, the Commission approved the RCTC Station Joint Development Guidelines, which authorized the Property Committee to make any guideline modifications. As a result of the initial process of developing a recommendation for an Exclusive Negotiating Agreement for Joint Development at the La Sierra Station, staff is requesting a modification of the Joint Development Guidelines; specifically, the addition of a provision that development teams be pre -qualified for a period of two years. The current pre -qualification process is rigorous and the panel is comprised of finance, city planning, city redevelopment, and right-of-way professionals. Once a development team is prequalified, this provision would reduce the administrative burden on both staff as well as the development teams for any subsequent joint development opportunities at future stations. Attachment: RCTC Rail Station Joint Development Guidelines Agenda Item 5 ROTC Rail Station Joan Development Guidelines, June 2005 Riverside County Transportation Commission Rail Station Joint Development Guidelines ,July 2006 PURPOSE These guidelines are issued under the authority of the Riverside County Transportation Commission RRCTC) which seeks to enter into joint development partnerships to enhance the financial return and overall patronage of the Commission's significant rail transportation infrastructure investment. For purposes of these guidelines, joint development is defined as a real property asset development and management program intended to secure the most appropriate private and/or public sector development on RCTC-owned property at and adjacent to Metrolink commuter rail stations and corridors. Joint development also includes coordination with local jurisdictions in station -area land use planning in the interest of establishing development that enhances rail transit use. it is the intention of the RCTC to realize the maximum benefits from and utilization of property owned and acquired by the Commission consistent with transportation mobility and community development objectives. GOALS The RCTC joint development guidelines seek to: 1. Promote and enhance rail transit ridership; 2. Enhance and protect the commuter rail station and corridor; 3. Encourage comprehensive and complementary planning and development around RCTC-owned station sites; 4. Reduce auto use and congestion through encouragement of rail transit -linked development, consistent with Commission policy to pursue transportation alternatives that enhance or complement economic development; and ' 5. Demonstrate a fiscal benefit to the Commission based on a fair market return on public investment. POLICIES The basic construct of joint development guidelines encourages comprehensive' planning of station -area development. These policies are limitedto solicited' proposals. To facilitate coordinated transportation and land use decisions, RCTC will: Rev Rl, 11/29/05 1 Deleted: June 2005 RCTC Rail Scotian Jana Developmenr Guideline; June 2005 1. Consult and work cooperatively with local jurisdictions, redevelopment agencies, developers, and other public and private sector entities to facilitate land use policies and plans which encourage intensive, highquality development at current and planned RCTC-owned stations and surrounding properties; 2. in consultation with local jurisdictions, prepare conceptual development strategies specific to each joint development site that articulate the intensity and types of land use that the. RCTC envisions for that site as well as any of the desired transit facility features; 3. Encourage transit compatible land use plans that enhance RCTC's regional mobility, air quality, economic development, ridership and revenue goals; 4. Consider joint development opportunities in the location of new station sites for future rail corridors, and construction of station facilities; 5. Encourage and allow surrounding property owners/developers, at their expense, to construct direct connections to stations from ,:their property/buildings,in particular, pedestrian connections which enhance the overall pedestrian flow of the project area; and 6. Any modifications of these guidelines may be made by the RCTC Property Committee. Additionally, the RCTC shall consider new joint development projects based on the following standards: 1., Projects shall be evaluated for consistency with development .strategies as delineated in site -specific Request for Qualification/Proposals (RFQ/RFP) issued by the Commission; 2. Projects shall not negatively impact present or future public transportation facilities; 3. Projects shall be evaluated for consistency with regional and local jurisdictions' policies and plans; 4: Projects must demonstrate, at a minimum, fair market value return to RCTC; 5. If there are multiple proposals for the same site, selection between projects will be based on those which meet the above criteria and additionally demonstrate: a. The greatest potential to increase rail transit ridership and enhance the transit system environment; b. The greatest economic development potential to the community consistent with adopted land use plans; and c. Responsiveness to community needs for employment, services, housing or other facilities. 6. Projects are encouraged, which create a long-term source of revenue for the RCTC and allow the RCTC to participate in the increase in value of its real estate assets over time. This will generally take the form of a long-term lease. Under some circumstances, the Commission may consider the sale of property if it is determined to be in RCTC's best interest;: Rev di, 1129/05 2 • • RCTC Rai! Station Joint Development Guidelines, June 2005 7. Projects are encouraged which require no commitment of RCTC financial resources, minimize any investment risk, and maximize asset security for RCTC; 8. Where appropriate, as defined in the site -specific conceptual development guidelines enumerated in the RFP, projects are encouraged which provide new or additional station parking facilities; and 9. Projects must allow RCTC to retain station facility and related transportation service design and location authority and access to all necessary station operational facilities. Rail Station Joint Development Implementation Procedures RCTC will periodically prepare conceptual development strategies for RCTC-owned properties at Metrolink commuter rail stations. The RCTC will also consult with local jurisdictions regarding local land use development efforts. These conceptual development strategies and consultations with local jurisdictions shall provide the basis for establishing project priorities and implementation approaches to ensure maximum attainment of RCTC's joint development goals. ,RCTC will be open and competitive in marketing its properties. RCTC shall solicit icompetitive proposals for joint development of its properties. The standard RCTC procurement procedures shall be used as the general guideline for determining the appropriate process for solicitation. RCTC shall not accept unsolicited written proposals for joint development on RCTC owned property. Proposal Solicitation and Evaluation Process RCTC may periodically initiate a process to solicit development proposals for specific properties owned by RCTC. In soliciting joint development proposals, the RCTC shall provide available relevant site information including the conceptual development strategies for the site and encourage developers to seek information or consult with local jurisdictions regarding current and planned land uses in the project area. The RFQ/RFP will outline the minimum qualifications and project selection criteria, including any unique capabilities or credentials which would be required of the proposer. Pre -proposal conferences may be held, as deemed necessary by RCTC. The solicitation process will consist of two distinct stages = an assessment of qualifications and an assessment of development proposals. The first stage, the Qualifications Assessment, involves a request for qualifications (RFQ). This stage establishes the fitness of potential development teams to present formal development proposals to the RCTC for the specific site. During this stage, development teams are to be evaluated on two major criteria: 1. the Experience and Qualifications of the Development Team 2. the Financial Capacity of the Development Team Rev #1, IIR9/05 3 RCTC Rail Station Joint Development Guidelines, June 2005 Public notice of the RFQ issuance will be posted at least 30 days prior to the date set for receipt of Statements of Qualification. Development teams that meet the predetermined minimum requirements for both evaluation criteria will be invited by RCTC to participate in the second stage of the development solication process as well as prequalified for two years for any other RCTC Joint: Development soiicitiations„ The second stage of the development solication / RFP process is an Assessment of Development Proposals. During this stage, the set of pre -qualified development teams will be given the opportunity to prepare a proposal for development on the site in question. The proposals shall include: 1. A description of the project (program and schematic site plans) 2. A description of the approach to implement the proposed project (management plan, schedule, and financial terms). Proposals shall be evaluated by a review panel selected by the Executive Director. It is anticipated that the panel will include representatives from the local jurisdiction and RCTC staff. Additionally, an urban design panel may be used to evaluate projects in an advisory capacity to the review committee. The RCTC shall notify Proposers within 30 days following their proposal submittals as to the estimated time frame for proposal review. It is the intent of the Commission to review proposals as expeditiously as possible, and review periods may be dependent on the volume and complexity of the proposals. The .review committee will use the Rail Station Joint Development Checklist to evaluate the initial submittals and make recommendations to the Commission on the selected developer/proposal to be considered for advancement to the Exclusive Negotiations Agreement phase. Exclusive Negotiations Agreement Upon recommendation and approval of the Commission, the Executive Director may enter into an Exclusive Negotiations Agreement (ENA) with the selected_ developer for a period of 180 days or such other term that is mutually acceptable to the parties. A. Requirements of proposer/developer under the ENA: 1. Developer shall provide the Executive Director with . a "good faith refundabledeposit," in the amount of $25,000 in the form of cash or certified check or an alternative amount determined , by. the Executive Director or his designee. The amount shall be sufficient to cover reasonable expenses incurred by the RCTC in carrying out the analysis of the proposal. 2. Developer shall have 120,days to provide the Executive Director with the following information: Rev#l, JJ/29/05 Deleted: . RCTC Rail SmBon Joint Development Guidelines. June 2005 a. A preliminary site plan showing building layout and dimensions, parking, landscaping and access. b. Project development schedule including milestones for site control, financing commitments, design and environmental clearances, entitlements, construction and completion. c. Cost estimates and project data for the proposal in sufficient detail to permit adequate financial analysis. d. Evidence of a firm commitment from key managerial members or tenants of the proposed projects. e. A comprehensive list of previous experience in the specific project area and of like projects for both construction and operation of the said project type, as well as disclose full credit and litigation history under penalty of perjury. 3. Evidence of a firm financial plan, including: a. Evidence of construction financing. b. Evidence of long-term financing. c. Evidence of other financial sources necessary to carry out the project. Evidence shall consist of a letter of commitment from a financial institution or any reasonably acceptable party providing development capital. The financial plan shall include a proforma statement of project return adequate to enable the Commission to evaluate the economic feasibility of the proposed project. 4. Developer shall provide a written offer to the ROTC for fee purchase of land, purchase of lease rights, or other development rights as appropriate to the proposal 5. Evidence of control of any properties not owned by RCTC but considered essential to the project. Evidence shall be in the form of letters of intent from each of the owners stating commitment of land, economic terms and costs basis as well as a detailed action plan and schedule relating to the acquisition of the properties. B. Responsibilities of the RCTC under the ENA: t. The RCTC shall approve no other joint development proposals for the land in question during the period of the ENA. The ENA shall serve as proof of control of land for acquiring letters of financial commitment by the developer. 2. The Executive Director shall place the "good faith" deposit in an interest - bearing account, and shall have the right to draw down from the account payment for reasonable expenses incurred by the RCTC for such items as land and development rights appraisals, materials, data and other information costs, and other administrative and consultant costs expended in the evaluation of the proposal. Rev HI. II/29/05 5 RCTC Rail Station Jona Development Guidelines, June 2005 3. The ROTC shalt provide the developer with an appraisal for the fair market value of the fee interest or lease rights or other development rights appropriate to the project. 4. The RCTC shall deliver, within-30 days of receipt of written request, any existing RCTC-owned information, studies, reports, site and construction plans or other documents requested by the developer to facilitate project design at cost to the developer. 5. Upon completion of the -120-day period referenced above in Section A, the RCTC will evaluate and negotiate with the Developer in close coordination with the local jurisdiction fora period of up to 60 days. 6. lf, at the conclusion of the ENA period, the proposal is terminated, the Executive Director shall return any remaining balance of the "good faith deposit," including any interest accrued thereon to the developer. 7 lf, at the conclusion of the ENA, a Development Agreement is entered' into, the remaining balance of the "good faith deposit," including interest accrued thereon, shall be subtracted from the cost of land lease or other development rights conveyed to the developer by the RCTC. Extension of ENA Either the developer or the Executive Director may request from the Commission an extension of the 180-day exclusive negotiation period, The Commission will determine whether sufficient progress has been made toward fulfillment of the above requirements in their consideration of extension: Environmental Documents The developer shall bear the responsibility and costs 'associated with the preparation and certification of any required environmental clearance. It is generally assumed that the local jurisdiction will be the lead agency in the preparation of any required environmental clearance for the development. Conclusion of the Rail Station Joint Development Evaluation Process Upon satisfactory fulfillment of all the development requirements ,in the. ENA, the RCTC may enter into a Joint Development Agreement for the implementation of the project. Joint Development Agreement The Joint Development Agreement shall describe the rights and responsibilities of both parties and shall contain, but not be limited to the following elements: Rev#1, 1129/05 6 ROTC Rail Station Joint Development Guideline; June 2005 1. Identification of the parties to the agreement including prohibition against change, transfer or assignment of ownership, management and/or control of developer; 2. Description of the site including a map: , If the subject of the lease is an air space development, placement of supports shall be included on the map; 3. Requirement that the developer must secure from appropriate local agencies all necessary permits and approvals; 4. The terms and conditions of the lease (if applicable) including but not limited to: • Lease price and payment schedule; • Conveyance and delivery for possession; • Payment of taxes and insurance requirement; • Condition of site at time of beginning and end of lease; • Financial statement of developer; • Hold harmless and indemnity clauses; • Limitations of use and terms of lease; and • Schedule of the RCTC approval of all plans and drawings. 5. 1f the development incorporates a sale of property, the conditions and terms of such sale including but not limited to: • Sale or purchase price and payment schedule; • Escrow instructions; • Conditions, covenants, restrictions and other limitations of use as terms of sale; • Conveyance and delivery of possession; • Form of deed as approved by RCTC counsel; • Condition of title and insurance of title; • Time and place for delivery of deed; • Taxes, assessments; and insurance requirements; • Condition of site at time of sales; • Financial statement of developer; and • Prohibition of transfer without prior Board approval. 6. The scope of the development of the site including: Rev di, 7729/05 a. Schedule for submission of concept, schematic, construction, grading and landscaping plans and drawings; b. Schedule for local agency and the RCTC review, and approval of plans and drawings. The staff review will include but not be limited to: (1) Design of site and improvements; (2) Relationship to the urban design of the community both form and scale; 7 RCTC Station Joint Development Guidelines, June 2005 (3) Architectural design and visual continuity; (4) Effects on railway operations; (5) Type and quality of building materials; (6) , Structure location, height and lot coverage; (7) Parking requirements and design; (8) Streetscape:and landscaping; and (9) Vehicular circulation. c. Schedule of performance; and d. Insurance requirements. 6. Failure of either party to perform including defaults, remedies .and termination by either party; 7. Ownership of improvements constructed upon leased 'landupon the expiration or termination of lease term; 8. Requirements to restore leased property to original condition upon expiration or termination of lease term; 9. Possible performance bond requirements; and 10. Any other general or special, provisions which are deemed, necessary by the Commission. Use of Revenue Revenue obtained from joint use and development of property including concessions and advertising will first be applied to the maintenance and operation of RCTC-owned facilities from which the revenue is generated, with any additional revenue being applied to any other RCTC commuter rail operations. Applicability of Guidelines Nothing in these guidelines shall 1) require RCTC to enter into any agreements or commitments or 2) invalidate any action of the Commission, or 3) require any action by the Commission. Rev AI IM9/05 8 AGENDA ITEM 6 i RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 21, 2006 TO: Property Committee FROM: Stephanie Wiggins, Regional Programs Director THROUGH: Anne Mayer, Deputy Executive Director SUBJECT: Award a Sole Source Agreement to Keyser Marston Associates for Real Estate Financial Advisory Consultants for the Riverside - Downtown Joint Development STAFF RECOMMENDATION: This item is for the Committee to: 1) Award a Sole Source Agreement to Keyser Marston Associates for Consultant Services for the Riverside -Downtown Joint Development Project in an amount not to exceed $70,500; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: At its June 2005 meeting, the Commission approved the RCTC Station Joint Development Guidelines authorized staff to develop a RFQ/RFP for Joint Development of the La Sierra Station. As a result of the initial process of developing a recommendation for an Exclusive Negotiating Agreement (ENA) for Joint Development at the La Sierra Station, the Evaluation Committee is recommending award of a sole source agreement to Keyser Marston Associates for consultant services on the Riverside -Downtown Joint Development Project. A key evaluation tool in recommending a Development Team for the La Sierra ENA was the pro forma financial analysis performed by Keyser Marston Associates. This allowed an "apples to apples" comparison of the two pre -qualified Development Teams. In April 2006, the Commission authorized the release of a RFQ/RFP for Joint Development at the Riverside -Downtown Station. Eight Statement of Qualifications have been received and the Evaluation Committee is recommending that the same pro -forma analysis be completed for the pre -qualified Development Teams. Keyser Marston Associates has unique qualifications given their extensive work with the city of Riverside and transit oriented developments, as illustrated in its attached proposal. Attachment: Keyser Marston Associates Proposal Agenda Item 6 ADVISORS IN: REAL ESTATE REDEVELOPMENT AFFORDABLE HOUSING ECONOMIC DEVELOPMENT SAN'. FRANCISCO A. JERRY KEYSER TIMOTHY G KELLY KATE EARLE FUNK DEBBLE M. KERN RORERT J. WE'rMORE LOS ANGELES CALVIN E. HOLLIS. II KATHLEEN H. HEAD JAMEs A_ RABE PAULiC. ANDERSON GREGORY O. SOO-HOO • ISM.] DIEGO GERALD M. TRIMBLE PAUL C. MARRA KEYSE . MARSTON ASSOCIATES ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT June 8, 2006 Ms. Stephanie Wiggins Regional Programs Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92502 Re: Proposal for Consulting Services Downtown Metrolink Station Joint Development Developer Selection Dear Ms. Wiggins: Keyser Marston Associates, Inc. (KMA) is pleased to submit this proposal for consulting services related to development of the Downtown Metrolink Station site in Riverside. As background, Riverside County Transportation Commission (RCTC) is in the process of selecting a developer for the development of nine acres currently used as a parking lot for the Downtown Metrolink Station (Site). RCTC has requested KMA's assistance in reviewing developer team qualifications and development proposals, submitted in response to a Request for Qualifications (RFQ) and Request for Proposals (RFP) for development of the Site. It is KMA's understanding that the preferred development should provide sufficient parking to replace or expand the number of spaces currently available to transit customers. Specifically, growth forecasts indicate the need for 1,500 spaces on the east side of the station and 1,000 spaces on the west side of the station. Overview of Qualifications Keyser Marston Associates, Inc. is the premier West Coast real estate advisory firm assisting public agencies with public/private revitalization projects. Since 1973, KMA's three offices in San Diego, Los Angeles, and San Francisco have assisted over 700 clients with more than 2,000 projects designed to improve the quality of urban life. Our staff of over 40 employees serves a diverse client base throughout the western United States, including local cities and redevelopment agencies, transit agencies, and county and state governments, as well as large-scale institutional clients and property owners: 1660 HOTEL -CIRCLE NORTH, sun- 716 r S. WWW. SER;tA1t5 rON.COM Moo. CALIFORNIA92108 r YHONB 619 718 9500 r FAx: 619 718 9508 06096ndh 99900.0E0.003 Ms. Stephanie Wiggins Riverside County Transportation Commission June 8, 2006 Page 2 KMA is uniquely qualified to provide RCTC with economic analysis and developer selection services for the Downtown Metrolink Station. KMA has served the City of Riverside's Redevelopment Agency, as a real estate and financial advisor on downtown redevelopment projects since 1978. Our contributions have included: . • Assistance formulating a downtown real estate development strategy for various urban land uses. • Assistance in evaluation and selection of developers and development proposals. • Assistance in negotiations with developers. • Valuation of real property, development rights, and warranted public assistance. Previous assignments for the City of Riverside Redevelopment Agency where KMA services were utilized include: economic analyses related to the development of the planned Fox Plaza; assistance in the preparation of the Downtown Specific Plan; and financial analysis of the public parking garages at University Village. KMA has also provided advisory services for a number of transportation authorities, including: Bay Area Rapid Transit (BART), Los Angeles Metropolitan Transportation Authority (MTA); North County Transit District (San Diego), and the Metropolitan Transit, System (San Diego).; In addition, KMA has worked on a number of transit -oriented developments in communities such as La Mesa, Redwood City, Pleasant Hill, Sacramento, San Diego, Santee, South San Francisco, and Vista. Detailed information on KMA's relevant project experience can be found in Attachment A. Scope of Services. In order to assist RCTC on this development, KMA proposes to provide the following services: Task #1: Developer Qualifications Process (1) Review the statement of qualifications submitted by each developer. (2) Prepare of a matrix evaluating the qualifications of each developer. 05096ndh 99900.000.003 Ms. Stephanie Wiggins Riverside County Transportation Commission June 8, 2006 Page 3 (3) Provide recommendations regarding the selected developers to be invited to propose. (4) Summarize our conclusions and recommendations in a memorandum report. (5) Prepare a financial pro forma template to be included in the RFP package distributed to RCTC's selection of qualified developers. (6) Provide recommendations regarding the content of the RFP. Task #2: Bidders Conference (Optional) (1) Participate in one (1) meeting with prospective developers prior to their submission of development proposals. Task #3: Developer Proposals Process (1) Review the proposals submitted by each developer: (2) Prepare a written data request itemizing missing data requirements, inconsistencies in the Developer submittal, and/or other need for clarification. (3) Conduct financial analyses of each developer's financial pro formas. The objective of these analyses will be to review developer assumptions regarding project costs, income, and returns; and to verify proposed financing approaches and compensation offer to RCTC. (4) Rank developer proposals in terms of economic feasibility and financial return to RCTC. (5) Summarize our conclusions and recommendations in a memorandum report accompanied by supporting technical exhibits. Task #4 —Meetings and Presentations (1) Participate in one (1) meeting with RCTC staff to present conclusions of KMA's analysis of developer proposals. 06096ndh 99900.090.003 Ms. Stephanie Wiggins Riverside County Transportation Commission June 8, 2006 Page 4 (2) If developer interviews are conducted,prepare interview questions to be distributed to the prospective development teams. (3) Participate in up to two meetings (2) with public officials (ROTC Property Committee and/or RCTC Board) to brief them on the selection process and receive further direction_ Task #5.- Developer Interviews (Optional) (1) Participate with RCTC staff and others on the developer interview panel. Task #6: Developer Negotiations (Optional) (1) Participate in meetings and teleconferences with the developer and RCTC staff to review successive development concepts, financial pro formas, and potential deal terms for an agreement among RCTC and the developer. (2) Prepare independent financial analyses of alternative proposals presented by developer. (3) . Assist in negotiations with the developer for the terms of the site disposition, determination of a land price/ground lease proposal, and development of acceptable financing and management plans. Task #7: Documentation and Approval of Transaction (Optional) (1) Review and comment on the draft legal agreement for disposition and development of the site. _ (2) Prepare a memorandum report justifying the terms of the site disposition, land price/ground-lease proposal, and the proposed development's financing plan. (3) Attend up to two (2) meetings or public hearings related to the approval of the proposed development. 0609sndn 99900.000.003 Ms. Stephanie Wiggins Riverside County Transportation Commission Budget Estimate June 8, 2006 Page 5 KMA proposes to provide these services on a time -and -materials basis subject to the schedule of standard hourly billing rates (Attachment B). We recommend that RCTC allocate a budget of $70,500 and KMA will not exceed this limit without authorization. Our recommended budget allocation by task is as follows: Task #1 — Developer Qualifications Process Task #2 — Bidder's Conference (Optional) Task #3 — Developer Proposal Process Task #4 — Meetings and Presentations Task #5 - Developer Interviews (Optional) Task #6 — Developer Negotiations (Optional) to Task #7 — Documentation and Approval of Transaction (Optional) lil $6,500 $2,500 $27,500 $10,000 $4,500 $10,000 $9,500 Total $70,500 (1) Note that these figures reflect preliminary budget estimates only. The extent of KMA involvement will vary depending on the number of development concepts and proposals considered by RCTC and the preferred developer. We look forward to assisting you with this important project. Please call if you require additional information. Sincerely, KEYSER MARSTON ASSOCIATES, INC. Paul C. Marra attachments 06096ndh 99900.000.003 ATTACHMENT A RELEVANT PROJECT EXPERIENCE KEYSER MARSTON ASSOCIATES, INC. 06096ndh 99900.000.003 Relevant Project Experience Keyser Marston Associates, Inc. City of Riverside — Redevelopment Strategies KMA has served as the economic advisor to the City of Riverside Redevelopment Agency for over 25 years. KMA services have included financial analysis, market demand forecasts, participation in developer interview panels, review of developer qualifications, and assessment of potential development opportunities within various project areas. KMA's services have been utilized by the Agency on a wide range of projects, large and small, throughout the varied redevelopment project areas of Riverside. These projects include: • Breezewood Apartments • California Square • Downtown Riverside Specific Plan • Fox Plaza • Imperial Hardware Redevelopment Project • Market/Magnolia Corridor Land Use Study • University Community Plan Update • University Village • Van Buren Boulevard Widening Study • Valencia Plaza Metropolitan Transit System (MTS) — Morena/Linda Vista Trolley Station Joint Development KMA prepared the RFQ, RFP, and advised the transit agency on selection of the developer for the development of a mixed -use project at the Morena/Linda Vista Trolley Station in. San Diego.. KMA assisted MTS negotiate a Disposition and Development Agreement and ground lease with the selected developer, evaluated the development's financial feasibility, and recommended deal terms. The transaction closed with a ground lease conveyance in December of 2004 and the development is currently under construction. When complete, the mixed -use development will feature approximately 1.80 apartments, 25,000 SF of commercial space, and a trolley park -and -ride facility. 060960dh 99900.000.603 North County Transit District (NCTD) - Disposition of North County Properties KMA advised NCTD on the disposition of multiple properties located in the North County cities of Solana Beach, Oceanside, Carlsbad, and Escondido. KMA assisted NCTD on issues related to developer selection and the evaluation of the market and financial feasibility of development proposals. KMA also negotiated terms of development agreements with selected developers on behalf of. NCTD. Metropolitan Transit System (MTS) — Grossmont Trolley Station KMA completed a feasibility planning study for a proposed mixed -use development at the La Mesa Grossmont Trolley Station with the assistance of Gruen Associates, a planning and urban design firm_ Based on the study, KMA assisted the, City of La Mesa and MTS. in the solicitation of developer qualifications and the selection of a developer. Currently, KMA is working with MTS on the financial analysis of a 527-unit mixed -income apartment complex proposed for the site, as well as negotiation of the ground lease between the developer and MTS. The proposed development was recently selected by ULI San Diego/Tijuana to receive a Smart Growth Award City of Vista - Vista Village KMA assisted the City of Vista with developer selection, financial analysis, and structuring of a Disposition and Development Agreement for a four -phase, mixed-use/entertainment oriented development located in the City of Vista. Phases 1 and 2 completed in 2002 and 2003, respectively, features a multi -screen Krikorian Theatre, retail space for tenants such as Staples and Linens-n-Things, a Sprouts grocery store, and associated parking. Phase 4 is in the final planning stages and Phase 3 is a future development. City of Santee - Santee Trolley Square KMA assisted the City of Santee and its Community Development Commission with a transit - oriented, mixed -use development planned around the downtown Santee trolley station. The development is proposed to contain a mix of entertainment uses, value retail, restaurants, and public amenities. KMA's responsibilities included assessment of market support for the proposed uses; financial pro forma analyses of the preferred plan and alternatives; and a fiscal impact evaluation. Los Angeles Metropolitan Transportation Authority Station Area Development Potential KMA prepared assessments of development potential for surplus parcels adjacent to five Red Line subway stations on Los Angeles' near West Side. LAMTA controls sites measuring 0.50 to 7.00 acres at the new subway stations and seeks to implement in -fill development that will be compatible with the transit use. The KMA studies reviewed local demographic and employment osossndh 99900.000.003 i • factors and market conditions for retail, office, and local demographic and employment factors and market conditions for retail, office, and residential uses. For each site, KMA recommended the optimal development program. Sites evaluated: Wilshire/Western, WilshireNermont, Vermont/Beverly, Vermont/Santa Monica, and Vermont/Sunset. Los Angeles Metropolitan Transportation Authority — Hollywood/Western Station Mixed Use Development KMA assisted the LAMTA in ground lease negotiations for a mixed -use development adjacent to the Hollywood/Western station. The project consisted of street front retail, affordable apartments and a day care center. KMA evaluated the development feasibility and estimated the value of the LAMTA holdings. To facilitate development and to obtain tax -credit funding KMA and the LAMTA negotiated a prepaid ground lease for the project.. 06096ndh 99900.000.003 ATTACHMENT B HOURLY FEE SCHEDULE KEYSER MARSTON ASSOCIATES, INC. 06096ndh 99900.000.003 KEYSER MARSTON ASSOCIATES, INC. HOURLY FEE SCHEDULE 2006/2007 A. JERRY KEYSER* $260.00 MANAGING PRINCIPALS' $260.00 PRINCIPALS* $250.00 MANAGERS* $205.00 SENIOR ASSOCIATES $175.00 ASSOCIATES $155.00 SENIOR ANALYSTS $140.00 ANALYSTS $120.00 TECHNICAL STAFF $90.00 ADMINISTRATIVE STAFF $75.00 Directly related job expenses not included in the above rates are: auto mileage, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expenses will be billed at 110% of cost. Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30) days of invoice date. * Rates for individuals in these categories will be increased by 50% for time spent in court testimony. 06096adh 99900.000.003